Brag House Holdings, Inc.

S-11 ea0251980-s1_brag.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on August 11, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Brag House Holdings, Inc.

(Exact name of registrant as specified in its charter)

45 Park Street

Montclair, NJ 07042

Telephone: (413) 398-2845

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Lavell Juan Malloy, II

Chief Executive Officer

Brag House Holdings Inc.

45 Park Street,

Montclair, NJ 07042

(413) 398-2845

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Please send copies of all communications to:

**Joseph M. Lucosky, Esq.

Steven A. Lipstein, Esq.

Lucosky Brookman LLP

101 Wood Avenue South, 5th Floor

Woodbridge, NJ 08830

(732) 395-4400

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Up to 32,904,677 Shares of Common Stock offered by the Selling Stockholders

This prospectus relates to the resale, from time to time, of up to 32,904,677 shares (the “Shares”) of common stock, par value $0.0001 per share (the “Common Stock”), of Brag House Holdings, Inc. (the “Company”), by the selling stockholders identified in this prospectus under the section “Selling Stockholders” (the “Offering”) pursuant to: (i) a Securities Purchase Agreement dated July 24, 2025 (the “Securities Purchase Agreement”) with twelve accredited investors (the “Investors”), whereby we issued to the Investors: (i) 15,000 shares of Series B Convertible Preferred Stock, par value $0.0001 per share, of Brag House Holdings, Inc. (“Series B Preferred Stock”), with each share of Series B Convertible Preferred Stock convertible into approximately 1,061.5711 shares of Common Stock, for an aggregate of 15,923,567 shares of Common Stock (the “Conversion Shares”) at a conversion price of $0.942 per share of Series B Preferred Stock; and (ii) a warrant (the “PIPE Warrants”) to purchase up to an aggregate of 15,923,567 shares of Common Stock (the “Warrant Shares”) for a term of five years, at an exercise price of $0.817 per share, subject to beneficial ownership limitations set by the holder and certain adjustments. The purchase price for one unit (consisting of one share of Series B Convertible Preferred Stock convertible into approximately 1,061.5711 shares and the same number of PIPE Warrants) was $1,000.

In connection with the Offering, on July 24, 2025, Brag House Holdings, Inc. entered into a Placement Agency Agreement with Revere Securities LLC (the “Placement Agent”), in which the Placement Agent served as the placement agent in the Offering, and the Company, as part of the compensation payable to the Placement Agent for services provided by the Placement Agent to the Company in the Offering, issued a warrant (the “Placement Agent Warrants” and, collectively with the PIPE Warrants, the “Warrants”), to purchase an aggregate of 1,057,543 shares of Common Stock (the “Placement Agent Warrant Shares” and, collectively with the Conversion Shares and the Warrant Shares, the “Shares”) at an exercise price of $0.817 per share, subject to certain adjustments.

We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale of any Conversion Shares, Warrant Shares or Placement Agent Warrant Shares by the applicable Selling Stockholders. We would, however, receive proceeds from any Warrants that are exercised through the payment of the exercise price in cash of such Warrants, in a maximum amount of up to approximately $13,873,567. The Selling Stockholders will bear all commissions and discounts, if any, attributable to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.

No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities.

You should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company”, and as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future filings. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities. See “Prospectus Summary — Implications of Being an Emerging Growth Company” and “Prospectus Summary — Implications of Being a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See the section titled “Risk Factors” beginning on page 5 of this prospectus and in the documents incorporated by reference into this prospectus for a discussion of risks that should be considered in connection with an investment in our securities.

Our Common Stock is listed on The Nasdaq Capital Market LLC (“Nasdaq”) under the symbol “TBH.” On August 8, 2025, the last reported sale price of our Common Stock on Nasdaq was $1.27 per share.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

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