Brag House Holdings, Inc.

Previous wording

Brag House is a mission-driven organization that utilizes a diversified business strategy to operate a vertically integrated platform designed for casual college gamers to drive community-driven gaming experiences anchored in the college sports culture, while creating authentic pathway for brands to connect with our Gen Z audience.

Current wording

Brag House is a mission-driven organization that utilizes a diversified business strategy to operate a vertically integrated platform designed for casual college gamers to drive community-driven gaming experiences anchored in the college sports culture, while creating authentic pathways for brands to connect with our Gen Z audience.

Previous wording

Brag House is a Delaware corporation formed in December 2021. Our founders developed the idea for the Brag House platform in 2018, when our Chief Executive Officer Lavell Juan Malloy, II and his co-founder, Chief Operating Officer Daniel Leibovich, recognized a need in the gaming industry for an esports platform focused specifically on the casual college gamer, and formed our indirect wholly-owned subsidiary, BHI. At that time, our co-founders believed that a significant amount of industry resources were focused predominantly on competitive and professional gamers, much to the detriment of casual gamers, generally, and casual college gamers, specifically. In the years ensuing, we have maintained our focus on the casual college gaming segment and believe we are developing a first-of-its-kind digital platform for casual college gamers to compete, support their team, banter in a safe environment and win prizes. Our vertically integrated approach combines gamer recruitment, facilitation of community engagement and content creation, live-stream production and tournament host activities.

Current wording

Brag House is a Delaware corporation formed in December 2021. Our founders developed the idea for the Brag House platform in 2018, when our Chief Executive Officer Lavell Juan Malloy, II and his co-founder, Chief Operating Officer Daniel Leibovich, recognized a need in the gaming industry for a platform focused specifically on the casual college gamer, and formed our indirect wholly-owned subsidiary, BHI. At that time, our co-founders believed that a significant amount of industry resources were focused predominantly on competitive and professional gamers, much to the detriment of casual gamers, generally, and casual college gamers, specifically. In the years ensuing, we have maintained our focus on the casual college gaming segment and believe we are developing a first-of-its-kind digital platform for casual college gamers to compete, support their team, banter in a safe environment and win prizes. Our vertically integrated approach combines gamer recruitment, facilitation of community engagement and content creation, live-stream production and tournament host activities.

Previous wording

We believe we are creating a new sports medium for Gen Z to engage through gaming by merging gameplay with school spirit in Brag House and student-led activations and tournaments tied to college rivalries with Brag House features and capabilities such as our Bragging Functionality, Loyalty Tokens reward system, and brand-sponsored content and prizes. The growth of our platform since our inception is encouraging, and we believe we are strongly positioned to capitalize on a large portion of the available gaming market. We experienced strong community growth since we launched through June 30, 2025, reaching nearly 1,400,000 video views of our Brag House content on video platforms including X (formerly known as Twitter), TikTok, Meta, Twitch and YouTube, which represent a 148% increase in views year-over-year from 2020 to 2024. We have also generated nearly 8 million impressions and video views since inception, which represents approximately a 57% increase year-over-year from 2020 to 2024. Additionally, since 2022, Brag House spectators who viewed live streams remained on the platform for 19 minutes per stream across over 290,000 live views, which represents nearly a 1.75X increase compared to the industry benchmark of 11 minutes.

Current wording

We believe we are creating a new sports medium for Gen Z to engage through gaming by merging gameplay with school spirit in Brag House and student-led activations and tournaments tied to college rivalries with Brag House features and capabilities such as our Bragging Functionality, Loyalty Tokens reward system, and brand-sponsored content and prizes. The growth of our platform since our inception is encouraging, and we believe we are strongly positioned to capitalize on a large portion of the available gaming market. We experienced strong community growth since we launched through September 30, 2025, reaching nearly 1,400,000 video views of our Brag House content on video platforms including X (formerly known as Twitter), TikTok, Meta, Twitch and YouTube. From 2020 through 2024, the Company’s video views increased by 148% year-over-year. We have also generated nearly 8.5 million impressions and video views since inception. From 2020 through 2024, the Company’s impressions increased by 57% year-over-year. The Company expects that its video views and impressions will continue to grow in the fourth quarter of 2025, potentially at a rate comparable to or exceeding prior quarters; however, actual results could differ materially from these expectations. Additionally, since 2022, Brag House spectators who viewed live streams remained on the platform for 19 minutes per stream across over 300,000 live views, which represents nearly a 1.75X increase compared to the industry benchmark of 11 minutes.

Previous wording

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 wording

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. On July 30, 2025, the Company closed its PIPE Offering and issued all 15,000 shares of Series B Preferred Stock.

Previous wording

Six Months Ended June 30, 2025 as Compared to the Six Months Ended June 30, 2024

Current wording

Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024

Previous 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.

Current wording

Revenue for the nine months ended September 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 nine months ended September 30, 2025. The Company had no tournament revenue for the nine months ended September 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 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 wording

Operating expenses for the nine months ended September 30, 2025 and 2024 were $3,856,687 and $1,260,063, respectively, and in the nine months ended September 30, 2025, consisted mainly of selling, general and administrative expenses of $1,595,02 7, legal and professional fees of $843,712, stock-based compensation of $700,140, advertising and marketing costs of $475,972, software expenses of $240,215 and software development expenses of $1,621. In the nine months ended September 30, 2024, the Company’s operating expenses consisted mainly of selling, general and administrative expenses of $457,362, legal and professional fees of $486,262, stock-based compensation on restricted stock agreements of $137,006, advertising and marketing costs of $160,478, software expenses of $0 and software development expenses of $18,955. This represents an increase of $1,137,665 in selling, general and administrative expenses, an increase of $357,450 in legal and professional fees, an increase of $563,134 in stock-based compensation, an increase of $315,494 in advertising and marketing costs , an increase of $240,215 in software expenses and a decrease of $17,334 in software development expenses. The increase in operating expenses during the nine months ended September 30, 2025 was mainly attributed to increased spending in operations with the completion of the IPO in March of 2025.

Previous wording

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 wording

Other income and expenses for the nine months ended September 30, 2025 and 2024 was a net other income of $3,624,433 and a net other expense of $1,740,710, respectively, and in the nine months ended September 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 $162,441, other expenses of $46,405 and net unrealized gain on equity securities of $4,080,000. In the nine months ended September 30, 2024, the Company’s other income and expense consisted mainly of interest expense and amortization of debt discount of $1,985,213, other expense - stock-based compensation liability of $0, other income of $245,269 and other expenses of $0. This represents a decrease of $1,546,504 in interest expense and amortization of debt discount, an increase of $133,331 in other expense - stock-based compensation liability, a decrease of $82,828 in other income, an increase of $46,405 in other expenses and an increase of $4,080,000 in net unrealized gain on equity securities.

Previous wording

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 wording

Revenue for the three months ended September 30, 2025 and 2024 was $0. The lack of revenue was mainly attributable to no revenue-generating tournament activity or live streaming services in the three months ended September 30, 2025. The Company had no tournament revenue for the three months ended September 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 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.

Current wording

Operating expenses for the three months ended September 30, 2025 and 2024 were $1,630,481 and $549,438, respectively, and in the three months ended September 30, 2025, consisted mainly of selling, general and administrative expenses of $713,416, legal and professional fees of $374,943, stock-based compensation of $344,569, advertising and marketing costs of $182,216, software expenses of $14,880 and software development expenses of $457. In the three months ended September 30, 2024, the Company’s operating expenses consisted mainly of selling, general and administrative expenses of $113,566, legal and professional fees of $224,510, stock-based compensation of $44,974, advertising and marketing costs of $160,270, software expenses of $0 and software development expenses of $6,118. This represents an increase of $599,850 in selling, general and administrative expenses, an increase of $150,433 in legal and professional fees, an increase of $299,595 in stock-based compensation, an increase of $21,946 in advertising and marketing costs, an increase of $14,880 in software expenses and a decrease of $5,661 in software development expenses. The increase in operating expenses during the three months ended September 30, 2025 was mainly attributed to increased spending in operations with the recent completion of the IPO in March of 2025.

Previous wording

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 wording

Other income and expenses for the three months ended September 30, 2025 and 2024 was net other income items of $4,171,117 and net other expenses of $460,620, respectively, and in the three months ended September 30, 2025, consisted mainly of other income of $91,131 and net unrealized gain on equity securities of $4,080,000. In the three months ended September 30, 2024, the Company’s other income and expense consisted mainly of interest expense and amortization of debt discount of $704,239 and other income of $244,235. This represents a decrease of $704,239 in interest expense and amortization of debt discount, a decrease of $153,104 in other income and an increase in net unrealized gain on equity securities of $4,080,000.

Previous 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.

Current wording

As of September 30, 2025 and December 31, 2024 the Company had $9,595,577 and $29,228 in cash, respectively, and a working capital surplus of $8,132,577 and deficit of $9,675,586, respectively. The Company’s liquidity needs up to September 30, 2025 were satisfied through proceeds from the sale of equity in the Company’s IPO, convertible debt, notes payable, bridge loans , and PIPE Offering in which it sold shares of Series B Preferred Stock and issued warrants.

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 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.

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 September 30, 2025 and December 31, 2024, the Company had an accumulated deficit of $14,879,956 and $14,647,702, respectively. For the nine months ended September 30, 2025 and 2024 the Company had a net loss of $232,254 and $3,001,182, respectively, and negative cash flows from operations of $4,215,961 and $528,504, 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

Management believes this is a strong indicator of continued growth in the coming years for tournament revenue. While the Company believes in its viability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan.

Current wording

Management believes its strategic partnership with Learfield is a strong indicator of growth in the coming years for tournament revenue. While the Company believes in its viability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan.

Previous 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.

Current wording

However, the Company has earned minimal revenue through the nine months ended September 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 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.

Current wording

For the nine months ended September 30, 2025, we used $4,215,961 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 nine months ended September 30, 2024, we used $528,504 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 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.

Current wording

For the nine months ended September 30, 2025, we received net proceeds of $18,658,936 from the issuance of notes payable, original issue discount convertible loans, and the sale of stock, after subtracting offering costs totaling $3,333,427. 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. For the nine months ended September 30, 2024, we received proceeds of $544,520 from the issuance of original issue discount convertible loans, net of debt discounts and debt issuance costs and the sale of Common Stock. We reduced our cash position by repaying a note payable for $25,000 and offering costs of $5,000.

Previous 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.

Current wording

We did not have any contractual obligations or commitments which would have an impact on our financial statements for the nine months ending September 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 , 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 audit 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 year 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

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 wording

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 nine months ended September 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.

Previous wording

The independent auditors’ report accompanying our December 31, 2024 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. As of June 30, 2025, we have incurred recurring losses from operations and have not generated net income since our inception. We have funded our operations primarily through debt and equity financings, including the proceeds received in connection with our public offering on March 6, 2025, upon which we became a publicly traded company subsequent to the date of these financial statements. While this recent capital raise has provided us with the resources necessary to begin executing our business plan, we anticipate that we will continue to incur operating losses and negative cash flows from operations for the foreseeable future.

Current wording

The independent auditors’ report accompanying our December 31, 2024 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. As of September 30, 2025, we have incurred recurring losses from operations and have not generated net income for an entire year of operations . We have funded our operations primarily through debt and equity financings, including the proceeds received in connection with our initial public offering on March 6, 2025, and via the PIPE Offering. While these capital raises have provided us with the resources necessary to begin executing our business plan, we anticipate that we will continue to incur operating losses and negative cash flows from operations for the foreseeable future.

Previous wording

Although we believe that our current cash and cash equivalents, together with the funds raised in our recent public offering, will be sufficient to fund our operations through at least the next twelve months, our operating plan anticipates continued investment in product development, infrastructure, and customer acquisition to realize sufficient revenue to cover operating expenses. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.

Current wording

Although we believe that our current cash and cash equivalents, including the funds raised in our initial public offering and PIPE Offering, will be sufficient to fund our operations through at least the next twelve months, our operating plan anticipates continued investment in product development, infrastructure, and customer acquisition to realize sufficient revenue to cover operating expenses. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.