Overview
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- TickerHODO on Nasdaq1
- IndustryFinance Services1
- HeadquartersMiami, Florida1
- Incorporated inDE2
- Business address261 Ne 61St Street, Miami, Fl 331372
- Filer category, Emerging growth company2
- Legal formCorporation
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The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2024
Where the money goes
Where each dollar of revenue went, fiscal 2024
- Cost of revenue0¢$464
- Research and development3¢$21.0K
- Selling, general and admin97¢$608.9K
Out of $105 in revenue.4 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Total Revenues | $105 | |
| Cost of Sales | $464 | |
| Total Cost of Sales | $464 | |
| Gross Profit (Loss) | -$359 | |
| Advertising and Marketing | $641.9K | $173.0K |
| Legal and Professional | $2.1M | $490.5K |
| Selling, General and Administrative | $3.3M | $608.9K |
| Software Expense | $639.3K | $18.1K |
| Software Development | $23.6K | $21.0K |
| Stock-Based Compensation | $963.5K | $179.8K |
| Total Operating Expenses | $7.7M | $1.5M |
| Interest Expense and Amortization of Debt Discount | $1.5M | $2.2M |
| Other Income | -$210.7K | -$384.0K |
| Interest Income | -$92.8K | |
| Other Expenses | $74.4K | |
| Other Expense - Stock-Based Compensation Liability | $133.3K | |
| Foreign Currency (Gain) Loss | -$441 | $1.8K |
| Net Unrealized Loss on Equity Securities | $2.9M | |
| Change in Fair Value of Warrants and Convertible Debt | $3.9M | |
| Total Other (Income) Expense, Net | $8.2M | $1.8M |
| Loss Before Income Taxes | -$15.9M | -$3.3M |
| Net Loss | -$15.9M | -$3.3M |
| Total Comprehensive Loss | -$15.9M | -$3.3M |
| Net Loss per Common Share - Basic (in Dollars per share) | -$1.31 | -$0.58 |
| Net Loss per Common Share - Diluted (in Dollars per share) | -$1.31 | -$0.58 |
| Weighted Average Shares Outstanding - Basic (in Shares) | 12.2M shares | 5.7M shares |
| Weighted Average Shares Outstanding - Diluted (in Shares) | 12.2M shares | 5.7M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.4
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and Cash Equivalents | $222.6K | $29.2K | $33.9K |
| Other Receivable | $34.7K | ||
| Prepaid Expenses | $203.4K | ||
| Notes Receivable - Related Party | $8.8M | ||
| Accrued Interest Receivable - Related Party | $92.8K | ||
| Advances to Related Party | $3.4M | ||
| Other Current Assets | $25.5K | $18.3K | |
| Total Current Assets | $12.7M | $82.2K | |
| Deferred Offering Costs | $1.0M | $1.2M | |
| Prepaid Expenses - Long-Term | $125 | ||
| Investment in Equity Securities | $1.1M | ||
| Total Other Assets | $2.1M | $1.2M | |
| Total Assets | $14.8M | $1.3M | |
| Accounts Payable | $1.3M | $1.9M | |
| Due to Officer - Related Party | $24.3K | ||
| Accrued Interest | $1.2M | ||
| Accrued Payroll | $44.2K | $251.0K | |
| Accrued Liabilities | $1.1M | $193.8K | |
| Share Payable | $1.2K | $32.5K | |
| Other Current Liabilities | $98.2K | $95.2K | |
| Notes Payable | $297.9K | ||
| Convertible Debt - December 2024, net of discount | $21.7K | ||
| Convertible Debt, net of discount and issuance costs | $5.7M | ||
| Convertible Debt - Yorkville | $3.8M | ||
| Commitment Fee Payable | $1.0M | ||
| Total Current Liabilities | $7.4M | $9.8M | |
| Warrant Liability | $4.0M | ||
| Total Long-Term Liabilities | $4.0M | ||
| Total Liabilities | $11.4M | $9.8M | |
| Preferred stock value | $420 | ||
| Common Stock, $0.0001 Par Value - 250,000,000 Shares Authorized, 20,951,363 and 7,033,330 Issued and Outstanding as of December 31, 2025 and 2024, respectively | $2.1K | $14.6K | |
| Stock Subscription Receivable | -$3.7K | ||
| Additional Paid In Capital | $34.0M | $6.2M | |
| Accumulated Deficit | -$30.5M | -$14.6M | |
| Accumulated Other Comprehensive Loss | -$15.2K | -$15.2K | |
| Total Stockholders Equity (Deficit) | $3.4M | -$8.5M | -$6.1M |
| Total Liabilities and Stockholders Equity (Deficit) | $14.8M | $1.3M | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in Shares) | 24.8M shares | 24.8M shares | |
| Preferred stock, shares issued (in Shares) | 0 shares | 82.1K shares | |
| Preferred stock, shares outstanding (in Shares) | 0 shares | 82.1K shares | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 250.0M shares | 250.0M shares | |
| Common stock, shares issued (in Shares) | 21.0M shares | 7.0M shares | |
| Common stock, shares outstanding (in Shares) | 21.0M shares | 7.0M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and Cash Equivalents | $222.6K | $29.2K | $33.9K |
| Other Receivable | $34.7K | ||
| Prepaid Expenses | $203.4K | ||
| Notes Receivable - Related Party | $8.8M | ||
| Accrued Interest Receivable - Related Party | $92.8K | ||
| Advances to Related Party | $3.4M | ||
| Other Current Assets | $25.5K | $18.3K | |
| Total Current Assets | $12.7M | $82.2K | |
| Deferred Offering Costs | $1.0M | $1.2M | |
| Prepaid Expenses - Long-Term | $125 | ||
| Investment in Equity Securities | $1.1M | ||
| Total Other Assets | $2.1M | $1.2M | |
| Total Assets | $14.8M | $1.3M | |
| Accounts Payable | $1.3M | $1.9M | |
| Due to Officer - Related Party | $24.3K | ||
| Accrued Interest | $1.2M | ||
| Accrued Payroll | $44.2K | $251.0K | |
| Accrued Liabilities | $1.1M | $193.8K | |
| Share Payable | $1.2K | $32.5K | |
| Other Current Liabilities | $98.2K | $95.2K | |
| Notes Payable | $297.9K | ||
| Convertible Debt - December 2024, net of discount | $21.7K | ||
| Convertible Debt, net of discount and issuance costs | $5.7M | ||
| Convertible Debt - Yorkville | $3.8M | ||
| Commitment Fee Payable | $1.0M | ||
| Total Current Liabilities | $7.4M | $9.8M | |
| Warrant Liability | $4.0M | ||
| Total Long-Term Liabilities | $4.0M | ||
| Total Liabilities | $11.4M | $9.8M | |
| Preferred stock value | $420 | ||
| Common Stock, $0.0001 Par Value - 250,000,000 Shares Authorized, 20,951,363 and 7,033,330 Issued and Outstanding as of December 31, 2025 and 2024, respectively | $2.1K | $14.6K | |
| Stock Subscription Receivable | -$3.7K | ||
| Additional Paid In Capital | $34.0M | $6.2M | |
| Accumulated Deficit | -$30.5M | -$14.6M | |
| Accumulated Other Comprehensive Loss | -$15.2K | -$15.2K | |
| Total Stockholders Equity (Deficit) | $3.4M | -$8.5M | -$6.1M |
| Total Liabilities and Stockholders Equity (Deficit) | $14.8M | $1.3M | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in Shares) | 24.8M shares | 24.8M shares | |
| Preferred stock, shares issued (in Shares) | 0 shares | 82.1K shares | |
| Preferred stock, shares outstanding (in Shares) | 0 shares | 82.1K shares | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 250.0M shares | 250.0M shares | |
| Common stock, shares issued (in Shares) | 21.0M shares | 7.0M shares | |
| Common stock, shares outstanding (in Shares) | 21.0M shares | 7.0M shares |
Every line of the cash flow as filed: the last 2 fiscal years, latest first.4
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net Loss | -$15.9M | -$3.3M |
| Accrued Interest | $826.2K | |
| Share Payable | $132.8K | |
| Stock-Based Compensation | $963.5K | $179.8K |
| Amortization of Debt Discount | $100.8K | $50.6K |
| Loan Extension Fees | $997.3K | |
| Deferred Offering Costs | -$6.6K | |
| Interest Payment in Shares | $280.0K | |
| Change in Fair Value of Stock-Based Compensation Liability - Software Expense | $40.0K | |
| Other Expense - Stock-Based Compensation Liability | $133.3K | |
| Issuance of Common Stock for Services - Marketing Expenses | $282.7K | |
| Issuance of Common Stock for Services - Software Expenses | $159.1K | |
| Issuance of Common Stock for Services - Selling, General and Administrative | $70.0K | |
| Foreign Currency (Gain) Loss | -$441 | $1.8K |
| Net Unrealized Loss on Equity Securities | $2.9M | |
| Change in Fair Value of Warrants and Convertible Debt | $3.9M | |
| Bad Debt Expense | $17.4K | |
| Impairment of Capitalized Implementation Costs - Software Expenses | $389.2K | |
| Interest Expense - Original Issue Discount | $385.0K | |
| Prepaid Expenses and Other Current Assets | -$63.1K | |
| Other Receivable | $35.5K | |
| Interest Receivable - Related Party | -$92.8K | |
| Other Current Assets | -$25.5K | $12.2K |
| Other Assets | $8.6K | |
| Accounts Payable | -$609.0K | $489.4K |
| Related Party Payable | -$24.3K | $14.7K |
| Accrued Payroll | -$206.8K | $203.7K |
| Accrued Liabilities | $1.1M | -$567.1K |
| Accrued Interest | -$146.1K | |
| Share Payable | -$6.3K | |
| Other Current Liabilities | $3.0K | $95.0K |
| Net Cash Flows Used In Operating Activities | -$6.6M | -$570.0K |
| Investment in Equity Securities | -$4.0M | |
| Advance of Notes Receivable - Related Party | -$8.8M | |
| Advances to Related Party | -$3.4M | |
| Net Cash Flows Used in Investing Activities | -$16.1M | |
| Proceeds from Notes Payable | $101.7K | $321.4K |
| Repayment of Notes Payable | -$399.1K | -$25.0K |
| Cash paid for the settlement of the Stock-Based Compensation Liability | -$250.0K | |
| Proceeds from OID Convertible Loans, net | $169.0K | |
| Repayment of Convertible Debt - December 2024, net | -$227.5K | |
| Proceeds from Convertible Debt - December 2024, net | $105.0K | |
| Proceeds from the sale of Common Stock in IPO | $6.8M | |
| Proceeds from the sale of Common Stock | $100.0K | |
| Offering Costs Paid and Netted with IPO Proceeds | -$1.3M | |
| Offering Costs Paid | -$761.4K | |
| Offering Costs Paid and Netted with PIPE Proceeds | -$1.3M | |
| Proceeds from the sale of Series B Convertible Preferred Stock and Warrants | $15.0M | |
| Proceeds from the Collection of Subscription Receivable | $713 | |
| Proceeds from the Exercise of Warrants | $1.7M | |
| Proceeds from Convertible Debt - Yorkville Facility | $3.5M | |
| Net Cash Flows from Financing Activities | $23.0M | $565.4K |
| Net change in cash | $193.3K | -$4.7K |
| Cash paid for Interest | $532.9K | $25.0K |
| Conversion of Convertible Debt and Accrued Interest | $6.8M | |
| Deferred Offering Costs | $608.3K | |
| Issuance of Shares Payable | $351.4K | |
| Other Assets Paid for with Shares | $125 | |
| Issuance of Underwriter Warrants included as Offering Costs | $131.0K | |
| Change in Stock-Based Compensation Liability Capitalized to Implementation Costs | $76.7K | |
| Prepaid Expenses Reclassified to Issuance of Common Stock for Services - Software Expense | $62 | |
| Prepaid Expenses Reclassified to Capitalized Implementation Costs | $63 | |
| Issuance of Common Stock for Capitalized Implementation Costs | $312.4K | |
| Deferred Offering Costs at December 31, 2024 Reclassified to Offering Costs | $1.2M | |
| Other Current Assets Reclassified to Other Receivables | $18.1K | |
| Other Current Assets Reclassified to Prepaid Expenses | $250 | |
| Write Off of Deferred Offering Costs Accrued at December 31, 2024 | $115.0K | |
| Conversion of Series A Preferred Stock to Common Stock | $420 | |
| Prepaid Expenses Recognized by Issuance of Common Stock | $140.0K | |
| Issuance of Shares Payable - Subscription | $25.0K | |
| Issuance of Placement Agent and Settlement Warrants included as Offering Costs | $1.1M | |
| Issuance of Common Stock for Services Included in Offering Costs - PIPE | $478.2K | |
| Deferred Commitment Fee Payable | $1.0M |
No quarter-by-quarter statement was filed.
Corporate structure
House of Doge Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of House of Doge Inc.
- Much Wow Ltd. Filed SCHEDULE 13D on House of Doge Inc., latest Aug 25, 2026
- Akaa Family LLLP Filed SCHEDULE 13G on House of Doge Inc., latest Nov 12, 2025
- House of Doge Inc. Miami, Florida
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What House of Doge Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $29.2K5 Dec 31, 2024 | $33.9K5 Dec 31, 2023 | −13.8% |
Properties, in its own words
Our corporate headquarters is located at 45 Park Street, Montclair, NJ 07042. The office is a virtual office for purposes of consistent point of contact and for communications with the public and the shareholders of the Company. Day to day operations are performed by our team via the internet and other means of mobile communication tools which allows us to limit the need for formal space. We have no intention of finding, in the near future, another office space to rent during the development stage of the company. We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be available to accommodate any expansion of our operations as needed.
Item 2 of the 10-K filed Mar 31, 2026.3
Leadership
Who has led House of Doge Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
- Chief executive officerMarco Margiotta Jul 10, 2026 to now9
- Chief executive officerLavell Juan Malloy Ii. Mar 31, 2025 to Jul 10, 202610
- ChairLavell Juan Malloy Ii. Mar 31, 2025 to now10
- Chief financial officerChetan Jindal Mar 31, 2025 to now11
- Chief operating officerDaniel Leibovich Mar 31, 2025 to now12
Board members and other officers (10)
- Board memberDouglas Scott Wall Jul 10, 2026 to now13
- Board memberDuncan Macmillan Moir Jul 10, 2026 to now14
- Board memberTim Stebbing Jul 21, 2026 to now15
- Board memberMichael Galloro Jul 22, 2026 to now16
- Board memberSarosh Dinyar Mistry Jul 29, 2026 to now17
- Board memberDaniel Fidyra Mar 31, 2025 to now18
- Board memberDaniel Leibovich Mar 31, 2025 to now12
- Board memberDelu Jackson Mar 31, 2025 to now19
- Board memberKevin Foster Mar 31, 2025 to now20
- Board memberMichele Morrow Mar 31, 2025 to now21
Named in SEC Form D filings
People the company listed in its private-offering notices.
Former names
- Brag House Holdings, Inc.Feb 14, 2022 to Jun 4, 20262
Timeline
- Sep 14, 20268-K Completed an acquisition or sale; Listing notice or transfer; Unregistered sale of shares23
- Jul 29, 20268-K Entered a material agreement; New debt or obligation; Change of auditor24
- Jul 23, 20268-K Executive or director change25
- Jul 10, 2026New chief executive Marco Margiotta becomes CEO9
- Jul 7, 20268-K Completed an acquisition or sale; Unregistered sale of shares; Change in control26
- Jun 4, 20268-K Entered a material agreement; Bylaws or fiscal year changed27
- May 15, 20268-K Entered a material agreement28
- May 8, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares29
- Apr 13, 20268-K Shareholder vote30
- Apr 1, 20268-K Entered a material agreement31
- Mar 24, 20268-K Executive or director change32
- Mar 20, 20268-K Shareholder vote; Other events33
- Feb 11, 20268-K Executive or director change34
- Mar 31, 2025New chief executive Lavell Juan Malloy Ii. becomes CEO10
Calendar
Coming up
- Nov 16, 2026Reports results for the quarter ending Sep/202635
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
144 filings to the SEC since October 2021: 3 annual reports, 5 quarterly reports, 31 major events, 27 insider forms, 2 large holders, 1 private raises, 75 other. The latest 20:
- Oct 13, 2026EFFECT EDGAR
- Sep 18, 2026S-3 REGISTRATION STATEMENT EDGAR
- Sep 14, 20268-K/A AMENDMENT NO. 1 TO FORM 8-K EDGAR
- Aug 25, 2026SCHEDULE 13D EDGAR
- Aug 25, 20263 PRIMARY DOCUMENT EDGAR
- Aug 14, 202610-Q QUARTERLY REPORT EDGAR
- Jul 29, 20268-K CURRENT REPORT EDGAR
- Jul 29, 20263 EDGAR
- Jul 23, 20268-K CURRENT REPORT EDGAR
- Jul 22, 20263 EDGAR
- Jul 21, 20263 EDGAR
- Jul 10, 20263 EDGAR
- Jul 10, 20263 EDGAR
- Jul 10, 20263 EDGAR
- Jul 10, 20263 EDGAR
- Jul 7, 20268-K CURRENT REPORT EDGAR
- Jun 4, 20268-K CURRENT REPORT EDGAR
- Jun 2, 2026144/A EDGAR
- Jun 1, 2026144 EDGAR
- May 27, 2026S-8 REGISTRATION STATEMENT EDGAR
The 144 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Much Wow Ltd.SCHEDULE 13D, 1 filing Aug 25, 202636
- Akaa Family LLLPSCHEDULE 13G, 1 filing Nov 12, 202537
Funding
Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.
- Private raises (Form D) $1.7M
Figures by year
| Year | Private raises (Form D) | Total |
|---|---|---|
| 2022 | $1.7M | $1.7M |
Private raises
Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| HighTower Advisors, LLC | 220,396 | $775.8K | 0.0% | New |
| Qube Research & Technologies Ltd | 33,663 | $118.5K | 0.0% | New |
| Jane Street Group, LLC | 22,799 | $80.3K | 0.0% | New |
| Vanguard Capital Management LLC | 16,488 | $58.0K | 0.0% | New |
| Geode Capital Management, LLC | 12,129 | $42.7K | 0.0% | New |
| Vanguard Fiduciary Trust Co | 11,602 | $40.8K | 0.0% | New |
| UBS Group AG | 3,266 | $11.5K | 0.0% | New |
| Tower Research Capital LLC (TRC) | 2,166 | $7.6K | 0.0% | New |
| NewEdge Advisors, LLC | 125 | $440 | 0.0% | New |
| Barclays PLC | 106 | $373 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How House of Doge Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARHouse of Doge Inc.1
- CIK0001903595
- Employer ID (EIN)87-40326223
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; not a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)6199 Finance Services1
- SEC reviewing officeOffice of Crypto Assets, Division of Corporation Finance1
- Business address261 Ne 61St Street, Miami, FL 331371
- Phone(214) 216-86081
- Shares outstanding84,902,985 as of Aug 13, 20266
- Public float$7.2M as of Jun 30, 20253
- AuditorCBIZ CPAs P.C., Boston, MA PCAOB ID 199; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceFeb 14, 20221
- Filings144 in all: 8-K (30), 3 (15), 4 (12), CORRESP (10), UPLOAD (9), S-1/A (7), 144 (6), 10-Q (5)1
All 34 form types
425 (5), EFFECT (5), FWP (5), DRS/A (3), DRSLTR (3), NT 10-Q (3), S-1 (3), 10-K (2), 424B4 (2), DEFA14A (2), S-8 (2), 10-K/A (1), 144/A (1), 424B3 (1), 8-A12B (1), 8-K/A (1), CERT (1), D (1), DRS (1), NT 10-K (1), S-1MEF (1), S-3 (1), S-4 (1), S-4/A (1), SCHEDULE 13D (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 14, 2026
Latest 8-K (8-K) Jul 29, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, $0.0001 par value per share | TBH | The Nasdaq Stock Market LLC |
From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).3
Risk factors and legal proceedings
The risks House of Doge Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 69 risks under these headings, as written.3
- Risks Relating to Our Business
- We have not produced significant revenues. This makes it difficult to evaluate our future prospects and increases the risk that we will not be successful.
- Our history of recurring losses and anticipated expenditures raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.
- We may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial condition.
- Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our securities.
- The loss of or a substantial reduction in activity by one or more of our largest clients, vendors and/or sponsors could materially and adversely affect our business, financial condition and results of operations.
- We may experience fluctuations in our operating results, which make our future results difficult to predict and could cause our operating results to fall below expectations.
- We are subject to risks associated with operating in a rapidly developing industry and a relatively new market.
- Our revenue model may not remain effective, and we cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit.
- Our marketing and advertising efforts may fail to resonate with amateur gamers and creators.
- Technology changes rapidly in our business and if we fail to anticipate or successfully implement new technologies or adopt new business strategies, technologies or methods, the quality, timeliness and competitiveness of our amateur tournaments may suffer.
- We have a community culture that is vital to our success. Our operations may be materially and adversely affected if we fail to maintain this community culture as we expand in our addressable gamer communities.
The other 58 risks
- We operate in the entertainment and gaming industries, both of which are intensely competitive. Our users may prefer our competitors’ offerings over our own.
- We currently have only limited license agreements with game publishers, and may not in the future enter into additional license agreements. Failure to do so may require us to modify, limit, or discontinue certain services, which could materially affect our business, financial conditions and results of operations.
- Our growth will depend on our ability to attract and retain users, and the loss of our users, failure to attract new users in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition, results of operations and prospects.
- The ability to grow our business is dependent in part on the success and availability of mass media channels developed by third parties, as well as our ability to develop commercially successful content and amateur tournaments.
- If we fail to maintain and enhance our brand or if we incur excessive expenses in this effort, our business, results of operations and prospects may be materially and adversely affected.
- Negative gamer perceptions about our brand, gaming platform, amateur tournaments and/or business practices may damage our business and increase the costs incurred in addressing gamer concerns.
- We rely on information technology and other systems and platforms, and any failures, errors, defects or disruptions in our systems or platforms could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. The games offered through our gaming platform and other software applications and systems may contain defects and the third-party platforms upon which they are made available could contain undetected errors.
- Our business could be adversely affected if our data privacy and security practices are not adequate, or perceived as being inadequate, to prevent data breaches, or by the application of data privacy and security laws generally.
- A failure of Brag House’s information technology (IT) and data security infrastructure could adversely impact our business, operations, and reputation.
- We rely on AWS to deliver our offerings to users on our platform, and any disruption of or interference with our use of AWS could adversely affect our business, financial condition, results of operations and prospects.
- We depend on servers to operate our platform with online features and our online gaming service. If we were to lose server functionality for any reason, our business may be negatively impacted.
- Our online gaming platform and games offered through our gaming platform may contain defects.
- We use third-party services and technologies in connection with our business, and any disruption to the provision of these services and technologies to us could result in negative publicity and a slowdown in the growth of our users, which could materially and adversely affect our business, financial condition and results of operations.
- Growth and engagement of our gamer community depends upon effective interoperability with mobile operating systems, networks, mobile devices and standards that we do not control.
- We rely on third-party payment processors to process deposits and withdrawals made by our users into the platform, and if we cannot manage our relationships with such third parties and other payment-related risks, our business, financial condition and results of operations could be adversely affected.
- If the Internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired and our business, financial condition and results of operations could be adversely affected.
- Our growth will depend, in part, on the success of our strategic relationships with third parties. Over-reliance on certain third parties, or our inability to extend existing relationships, or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future.
- We generate revenue from advertising. The loss of advertisers, or reduction in spending by advertisers with Brag House, could seriously harm our business.
- The laws and regulations concerning data privacy are continually evolving. Failure to comply with these laws and regulations could harm our business.
- Risks Relating to Intellectual Property
- We may be subject to claims of infringement of third-party intellectual property rights, which are costly to defend, could result in significant damage awards, and could limit our ability to use certain technologies in the future.
- Our technology, content and brand are subject to the threat of piracy, unauthorized copying and other forms of intellectual property infringement.
- Third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our registered trademark or pending trademarks, brands or websites, or misappropriate our data and copy our gaming platform, all of which could cause confusion, divert gamers and creators away from our gaming platform and tournaments, or harm our reputation.
- We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position.
- We may be subject to legal liability for information or content displayed on, retrieved from or linked to our online gaming platform, or distributed to our users.
- Intensified government regulation of the Internet industry could restrict our ability to maintain or increase the level of traffic to our gaming platform as well as our ability to capture other market opportunities.
- Changes in intellectual property laws and governmental regulations regarding the internet that are applied adversely to us or our users may have a material adverse effect on our business operations, financial condition and results of operations.
- General Risks Relating to the Company
- Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition and results of operations.
- Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations.
- Unfavorable economic conditions in the United States or abroad could adversely affect our business or our access to capital markets in a material manner.
- Our business depends substantially on the continuing efforts of our executive officers, key employees and qualified personnel, and our business operations may be severely disrupted if we lose their services.
- Changes in tax laws or regulations that are applied adversely to us or our clients may have a material adverse effect on our business, cash flow, financial condition or results of operations.
- Our management team has limited experience managing a public company.
- We have identified material weaknesses in our internal control over financial reporting, and we may not be able to successfully implement remedial measures.
- The requirements of being a public company are costly, may strain our resources and distract our management, which could make it difficult to manage our business, particularly after we are no longer an “emerging growth company.” Complying with such regulatory requirements could have a material adverse effect on our business, results of operations and financial condition.
- A substantial portion of the total issued and outstanding shares of Brag House Common Stock may be sold into the market at any time. This could cause the market price of the Brag House Common Stock to drop significantly, even if our business is doing well.
- From time to time we may become involved in legal proceedings.
- Risks Relating to the Merger
- Failure to complete, or delays in completing, the Merger could materially and adversely affect Brag House’s or House of Doge’s results of operations, business, and financial results and may cause a decline in the market price of the Brag House Common Stock.
- Existing Brag House stockholders will have a significantly reduced ownership and voting interest in the Combined Company (as defined below) after the Merger and will exercise little to no influence over management of the Combined Company.
- The Exchange Ratio (as defined below) will not be adjusted based on the market price of the Brag House Common Stock or for Permitted Issuances of shares of House of Doge Common Stock prior to the Effective Time, so the Merger consideration at the Effective Time may have a greater or lesser value than at the time the Merger Agreement was signed and Brag House’s stockholders could face more dilution than currently anticipated as of the Effective Time.
- The Merger is subject to a number of closing conditions and, if these conditions are not satisfied, the Merger Agreement may be terminated in accordance with its terms and the Merger may not be completed. In addition, the parties have the right to terminate the Merger Agreement under other specified circumstances, in which case the Merger would not be completed.
- Brag House and House of Doge, and thus the Combined Company, have incurred and will incur significant transaction and Merger-related transition costs in connection with the Merger.
- Failure to complete the Merger could negatively impact the stock price and the future business and financial results of Brag House because of, among other things, the disruption that would occur as a result of uncertainties relating to a failure to complete the Merger.
- Brag House or House of Doge may waive one or more of the closing conditions to the Merger without re-soliciting stockholder approval.
- Some of the directors and executive officers of Brag House have interests in the Merger that are different from the interests of the Brag House stockholders generally.
- The projections considered by Newbridge Securities Corporation (“Newbridge”) may not be realized, which may adversely affect the market price of Combined Company Common Stock following the completion of the Merger.
- The Merger Agreement limits Brag House’s and House of Doge’s ability to pursue alternatives to the Merger.
- Brag House’s financial advisor will not update its fairness opinion to reflect changes in circumstances between the signing of the Merger Agreement on October 12, 2025 and the completion of the Merger.
- Lawsuits may be filed against Brag House, House of Doge, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the Merger.
- Risks Relating to Ownership of Our Common Stock
- There can be no assurance that an active market in which investors can resell their shares of our Common Stock will develop.
- Our share price may be volatile, and purchasers of our Common Stock could incur substantial losses.
- We may not be able to maintain a listing of our Common Stock on Nasdaq.
- As a result of becoming a public company, we are obligated to report on the effectiveness of our internal control over financial reporting. These internal controls may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness, which could have a significant and adverse effect on our business and reputation.
- A substantial portion of our total issued and outstanding shares may be sold into the market at any time. This could cause the market price of our Common Stock to drop significantly, even if our business is doing well.
- If we issue shares of preferred stock your rights as a holder of our Common Stock may be materially adversely affected.
- We do not intend to pay dividends on our Common Stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our shares appreciates.
- We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies.
- Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of the Company more difficult, and limit attempts by our stockholders to replace or remove our current management.
- Our certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees giving rise to such claim.
Legal proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 13SEC EDGARDouglas Scott Wall, Board member
- 14SEC EDGARDuncan Macmillan Moir, Board member
- 15SEC EDGARTim Stebbing, Board member
- 16SEC EDGARMichael Galloro, Board member
- 17SEC EDGARSarosh Dinyar Mistry, Board member
- 18SEC EDGARDaniel Fidyra, Board member
- 19SEC EDGARDelu Jackson, Board member
- 20SEC EDGARKevin Foster, Board member
- 21SEC EDGARMichele Morrow, Board member
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- 25SEC EDGARExecutive or director change
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- 28SEC EDGAREntered a material agreement
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- 30SEC EDGARShareholder vote
- 31SEC EDGAREntered a material agreement
- 32SEC EDGARExecutive or director change
- 33SEC EDGARShareholder vote; Other events
- 34SEC EDGARExecutive or director change
- 35NasdaqNasdaq calendar
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