Brag House Holdings, Inc.
For the period ended Jun 30, 2025. Filed Aug 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 15, 2025
HODO$0.040.0%Stored close · as of Nov 2, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-07-18.
0001213900-25-065688
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-15.
0001213900-25-077589
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 66 previous paragraphs and 81 current paragraphs.
56 unchanged; 10 reworded; 12 added; 0 removed; 0 previous and 3 current paragraphs rearranged.
Tables are not compared: 4 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
On July 25, 2025, the Company filed a certificate of designation with the Secretary of State of the State of Delaware to designate 15,000 shares of the available 25,000,000 shares of Preferred Stock as Series B Preferred Stock.
Current report
Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024
Current report
Other Income and Expenses
Current report
Other income and expenses for the six months ended June 30, 2025 and 2024 were $546,685 and $1,280,298, respectively, and in the six months ended June 30, 2025, consisted mainly of interest expense and amortization of debt discount of $438,709, other expense - stock-based compensation liability of $133,331, other income of $71,310 and other expenses of $46,406. In the six months ended June 30, 2024, the Company’s other income and expense consisted mainly of interest expense and amortization of debt discount of $1,280,974, other expense - stock-based compensation liability of $0, other income of $828 and other expenses of $0. This represents a decrease of $842,265 in interest expense and amortization of debt discount, an increase of $133,331 in other expense - stock-based compensation liability, an increase of $70,482 in other income and an increase of $46,406 in other expenses.
Current report
Revenue
Current report
Operating Expenses
Current report
Other Income and Expenses
Current report
Other income and expenses for the three months ended June 30, 2025 and 2024 were $63,482 and $478,351, respectively, and in the three months ended June 30, 2025, consisted mainly of interest expense and amortization of debt discount of $0, other expense - stock-based compensation liability of $133,331 and other income of $69,709. In the three months ended June 30, 2024, the Company’s other income and expense consisted mainly of interest expense and amortization of debt discount of $478,822, other expense - stock-based compensation liability of $0, and other income of $471. This represents a decrease of $478,822 in interest expense and amortization of debt discount, an increase of $133,331 in other expense - stock-based compensation liability, and an increase of $69,238 in other income.
Current report
We consider the accounting for our technology purchase agreements with Artemis Ave LLC (“Artemis”) and EVEMeta, LLC (“EVEMeta”) to be a critical accounting estimate due to the significant judgment required in valuing and recognizing related stock-based compensation as software expense and capitalized implementation costs. In November 2024, we issued an aggregate of 1,250,000 shares of our common stock (valued at $5.0 million at grant date) in exchange for software development, software usage and support and maintenance services. The original agreements included a guaranteed minimum-value cash settlement provision, which required liability classification and periodic fair value measurement using a Monte Carlo simulation model under ASC 718.
Current report
On May 12, 2025, we amended the agreements to remove the minimum-value provision in exchange for $250,000 in cash payments, resulting in settlement of a $116,669 liability and recognition of $133,331 in other expense. For the six months ended June 30, 2025, we recognized $199,089 of expense and $389,171 of capitalized implementation costs related to these agreements. Capitalized costs will be amortized once the related software is placed in service.
Current report
Subsequent to the amendment, we continue to estimate the recognition of stock-based compensation as capitalized implementation costs in connection with the services provided by estimating the percentage of completion of the statements of work for the software development. Also, for the software usage and support and maintenance services, we recognize stock-based compensation costs as software expense equally over the established time frame for those statements of work.
Current report
The valuation of the liability component prior to amendment involved significant assumptions, including volatility, expected term, and discount rates. Changes in these assumptions, or in the estimated service periods, could materially affect the amount and timing of expense recognition.
Reworded paragraphs (10)
Previous wording
Revenue for the three months ended March 31, 2025 and 2024 was $0 and $55, respectively. Revenues for the periods presented consisted of the following: live-streaming services. This decrease in revenue was mainly attributable to no revenue-generating tournament activity or live streaming services in the three months ended March 31, 2025. The Company had no tournament revenue for the three months ended March 31, 2025 and 2024. The live streaming revenue referenced above represents an insignificant source of revenue for the Company.
Current wording
Revenue for the six months ended June 30, 2025 and 2024 was $0 and $55, respectively. Revenues for the periods presented consisted of the following: live-streaming services. This decrease in revenue was mainly attributable to no revenue-generating tournament activity or live streaming services in the six months ended June 30, 2025. The Company had no tournament revenue for the six months ended June 30, 2025 and 2024. The live streaming revenue referenced above represents an insignificant source of revenue for the Company.
Previous wording
Operating expenses for the three months ended March 31, 2025 and 2024 were $584,470 and $232,014, respectively, and in the three months ended March 31, 2025, consisted mainly of selling, general and administrative expenses of $257,159, legal and professional fees of $138,324, stock-based compensation on restricted stock agreements of $42,500 and advertising and marketing costs of $81,450. In the three months ended March 31, 2024, the Company’s operating expenses consisted mainly of selling, general and administrative expenses of $122,561, legal and professional fees of $52,458, stock-based compensation on restricted stock agreements of $46,016 and advertising and marketing costs of $0. This represents an increase of $134,598 in selling, general and administrative expenses, an increase of $85,866 in legal and professional fees, a decrease of $3,516 in stock-based compensation on restricted stock agreements and an increase of $81,450 in advertising and marketing costs. The increase in operating expenses during the three months ended March 31, 2025 was mainly attributed to increased spending in operations with the recent completion of the IPO in March of 2025.
Current wording
Operating expenses for the three months ended June 30, 2025 and 2024 were $1,641,735 and $408,612, respectively, and in the three months ended June 30, 2025, consisted mainly of selling, general and administrative expenses of $624,452, legal and professional fees of $330,445, stock-based compensation of $313,071, advertising and marketing costs of $212,306 and software expenses of $160,684. In the three months ended June 30, 2024, the Company’s operating expenses consisted mainly of selling, general and administrative expenses of $151,350, legal and professional fees of $209,294, stock-based compensation of $46,016, advertising and marketing costs of $0 and software expenses of $0. This represents an increase of $473,102 in selling, general and administrative expenses, an increase of $121,151 in legal and professional fees, an increase of $267,055 in stock-based compensation, an increase of $212,306 in advertising and marketing costs and an increase of $160,684 in software expenses. The increase in operating expenses during the three months ended June 30, 2025 was mainly attributed to increased spending in operations with the recent completion of the IPO in March of 2025.
Previous wording
As of March 31, 2025 and December 31, 2024 the Company had $3,458,017 and $29,228 in cash, respectively, and a working capital surplus of $1,446,355 and deficit of $9,675,586, respectively. The Company’s liquidity needs up to March 31, 2025 were satisfied through proceeds from the sale of equity in the Company’s IPO, convertible debt, notes payable and bridge loans.
Current wording
As of June 30, 2025 and December 31, 2024 the Company had $1,548,645 and $29,228 in cash, respectively, and a working capital surplus of $511,564 and deficit of $9,675,586, respectively. The Company’s liquidity needs up to June 30, 2025 were satisfied through proceeds from the sale of equity in the Company’s IPO, convertible debt, notes payable and bridge loans.
Previous wording
The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At March 31, 2025 and December 31, 2024 the Company had an accumulated deficit of $15,715,375 and $14,647,702, respectively. For the three months ended March 31, 2025 and March 31, 2024 the Company had a net loss of $1,067,673 and $1,034,161, respectively, and negative cash flows from operations of $1,767,013 and positive cash flows from operations of $56,348, respectively. The Company’s operating activities consume the majority of its cash resources. The Company will continue to promote its services to existing and potential customers, but it anticipates that it will continue to incur operating losses as it executes its development plans through 2025, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company previously funded and plans to continue funding these losses primarily through the sale of equity and loans. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Current wording
The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At June 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $17,420,592 and $14,647,702, respectively. For the six months ended June 30, 2025 and 2024 the Company had a net loss of $2,772,890 and $1,991,124, respectively, and negative cash flows from operations of $3,226,885 and $184,534, respectively. The Company’s operating activities consume the majority of its cash resources. The Company will continue to promote its services to existing and potential customers, but it anticipates that it will continue to incur operating losses as it executes its development plans through 2025, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company previously funded and plans to continue funding these losses primarily through the sale of equity and loans. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Previous wording
However, the Company has earned minimal revenue through the three months ended March 31, 2025. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of the accompanying consolidated financial statements. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations or cease operations completely.
Current wording
However, the Company has earned minimal revenue through the six months ended June 30, 2025. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the issuance of the accompanying consolidated financial statements. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations or cease operations completely.
Previous wording
For the three months ended March 31, 2025, we used $1,767,013 of cash in our operating activities, which was mainly attributable to the payment of accounts payable, accrued payroll, accrued liabilities, and deferred offering costs. For the three months ended March 31, 2024, we received $56,348 of cash from our operating activities, which was mainly attributable to increases in accounts payable, accrued payroll, loan extension fees, share payable, and accrued interest.
Current wording
For the six months ended June 30, 2025, we used $3,226,885 of cash in our operating activities, which was mainly attributable to the payment of accounts payable, accrued payroll, accrued interest, and accrued liabilities. For the six months ended June 30, 2024, we used $184,534 of cash from our operating activities, which was mainly attributable to increases in accounts payable, accrued payroll, loan extension fees, share payable, and accrued interest and the payment of accrued liabilities.
Previous wording
For the three months ended March 31, 2025, we received $6,991,650 from the issuance of notes payable, original issue discount convertible loans, and the sale of Common Stock. We reduced our cash position by repaying notes payable and original issue discount convertible loans, net of debt discounts and debt issuance costs for $501,126. Also, we reduced our cash position with the payment of offering costs in connection with the sale of Common Stock totaling $1,294,722. For the three months ended March 31, 2024, we received $72,844 from the issuance of original issue discount convertible loans, net of debt discounts and debt issuance costs.
Current wording
For the six months ended June 30, 2025, we received $6,991,650 from the issuance of notes payable, original issue discount convertible loans, and the sale of Common Stock. We reduced our cash position by repaying notes payable and original issue discount convertible loans, net of debt discounts and debt issuance costs for $876,626. Also, we reduced our cash position with the payment of offering costs in connection with the sale of Common Stock totaling $1,368,722. For the six months ended June 30, 2024, we received $151,620 from the issuance of original issue discount convertible loans, net of debt discounts and debt issuance costs and received $12,198 from the issuance of a note payable.
Previous wording
We did not have any contractual obligations or commitments which would have an impact on our financial statements for the three months ending March 31, 2025 and 2024.
Current wording
We did not have any contractual obligations or commitments which would have an impact on our financial statements for the six months ending June 30, 2025.
Previous wording
Prior to our IPO, we had been a private company with limited accounting and financial reporting personnel and other resources to address our internal controls and procedures. In connection with the audits of our consolidated financial statements as of December 31, 2024 and 2023, we identified control deficiencies in our financial reporting process that constitute material weaknesses for the years then ended. We have a material weakness related to the review and approval of cash disbursements and related journal entries for operating and payroll-related expenses incurred, including the failure to maintain readily accessible executed versions of significant agreements entered into by the Company. Due to the lack of formal documentation maintained around the review and approval of these types of transactions, it was determined that we did not adhere to established controls around our cash disbursement process, nor the review and approval of related journal entries recorded. Additionally, we have a material weakness related to the lack of controls over our income tax related accounts and disclosures. In the absence of such formal documentation related to our management’s review and approval of such processes, potential material misstatements may go undetected. Additionally, the Company has a material weakness related to the lack of cybersecurity policies and procedures in place. In the absence of cybersecurity controls, Company operations may be negatively impacted, as all Company activities take place online.
Current wording
Prior to our IPO, we had been a private company with limited accounting and financial reporting personnel and other resources to address our internal controls and procedures. In connection with the audits of our consolidated financial statements as of December 31, 2024 , we identified control deficiencies in our financial reporting process that constitute material weaknesses for the years then ended. We have a material weakness related to the review and approval of cash disbursements and related journal entries for operating and payroll-related expenses incurred, including the failure to maintain readily accessible executed versions of significant agreements entered into by the Company. Due to the lack of formal documentation maintained around the review and approval of these types of transactions, it was determined that we did not adhere to established controls around our cash disbursement process, nor the review and approval of related journal entries recorded. Additionally, we have a material weakness related to the lack of controls over our income tax related accounts and disclosures. In the absence of such formal documentation related to our management’s review and approval of such processes, potential material misstatements may go undetected. Additionally, the Company has a material weakness related to the lack of cybersecurity policies and procedures in place. In the absence of cybersecurity controls, Company operations may be negatively impacted, as all Company activities take place online.
Previous wording
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statement that require estimation but are not deemed critical, as defined above.
Current wording
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Operating expenses for the six months ended June 30, 2025 and 2024 were $2,226,205 and $640,417, respectively, and in the six months ended June 30, 2025, consisted mainly of selling, general and administrative expenses of $881,611, legal and professional fees of $468,769, stock-based compensation of $355,571, advertising and marketing costs of $293,756 and software expenses of $225,335. In the six months ended June 30, 2024, the Company’s operating expenses consisted mainly of selling, general and administrative expenses of $273,795, legal and professional fees of $261,752, stock-based compensation on restricted stock agreements of $92,032, advertising and marketing costs of $0 and software expenses of $0. This represents an increase of $607,816 in selling, general and administrative expenses, an increase of $207,017 in legal and professional fees, an increase of $263,539 in stock-based compensation, an increase of $293,756 in advertising and marketing costs and an increase of $225,335 in software expenses. The increase in operating expenses during the six months ended June 30, 2025 was mainly attributed to increased spending in operations with the recent completion of the IPO in March of 2025.
Current report — wording carried from elsewhere
Revenue for the three months ended June 30, 2025 and 2024 was $0. This decrease in revenue was mainly attributable to no revenue-generating tournament activity or live streaming services in the three months ended June 30, 2025. The Company had no tournament revenue for the three months ended June 30, 2025 and 2024. The live streaming revenue referenced above represents an insignificant source of revenue for the Company.
Current report — wording carried from elsewhere
Tournament revenue consists of money earned from tournament sponsors. The Company’s other revenue comes from revenue earned on the Twitch streaming platform through the Company’s enrollment in the Twitch Affiliate Program. The affiliate program allows the Company to earn revenue from advertising provided to viewers on the channel. The Company streams live events, and their channel may also include past tournaments that can be watched as a Video on Demand (“VOD”). Additionally, the Company generates subscription revenue for users who subscribe to Brag House’s Twitch live-streaming channel. Live-streaming service revenue is not considered tournament revenue since it is not directly attributed to money earned from tournament sponsors and is not received from such sources. This revenue is tracked, determined, and disbursed to the Company directly by Twitch.