Brag House Holdings, Inc.
For the period ended Mar 31, 2026. Filed May 15, 2026.
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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.
Mar 31, 2026 · Filed May 15, 2026
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 2025-09-30; filed 2025-11-17.
0001213900-25-111616
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001213900-26-057818
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 89 previous paragraphs and 102 current paragraphs.
40 unchanged; 29 reworded; 31 added; 17 removed; 3 previous and 2 current paragraphs rearranged.
Tables are not compared: 4 previous and 1 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 (31)
Current report
In July 2025, we executed the second activation under our strategic partnership with Learfield, expanding on the success of our initial May 2025 event. This activation was conducted virtually and designed to engage students and alumni through a digital tournament centered around EA College Football 26, following the game’s national release. The event incorporated university-branded content and featured participation from student-athletes, further aligning with our Name, Image, and Likeness (NIL) engagement strategy.
Current report
We believe these activations demonstrated our ability to scale digital experiences across collegiate communities on our platform at the intersection of gaming and college sports, as well as through universities’ assets with pricing and value delivery defined through a structured commercial model, all of which reinforces our commercial model for integrating sponsorship, branded content and messaging, and fan engagement.
Current report
We further believe that this partnership positions us to scale across Learfield’s college network of nearly 200 universities and gain access to their media rights and assets that will enable both physical and digital activations and drive sponsorship revenue and brand engagement opportunities, while giving us access to extensive datasets across diverse college campuses as we evolve into a scalable data insights revenue model tailored to college-aged Gen Z gamers.
Current report
Additionally, we are advancing a data monetization strategy. The goal is to develop a proprietary machine learning-based software-as-a-service (“SaaS”) platform designed to offer anonymized predictive data insights into Gen Z behavior for brand clients to create enhanced, personalized and effective marketing campaigns, which will validate our marketing and data strategy for reaching college-aged Gen Z gamers. We began development of this platform in March 2025 and expect to have a beta version ready by the third quarter of 2026.
Current report
Recent Developments
Current report
Resignation of Chief Financial Officer and Appointment of Acting Chief Financial Officer
Current report
Effective February 5, 2026, Chetan Jindal resigned from his position as Chief Financial Officer of the Company. The Company agreed to payments totaling $75,000 in accordance with the separation agreement. In connection with Mr. Jindal’s resignation, the Company entered into a Settlement and Release Agreement, dated March 13, 2026, with Mr. Jindal (the “Settlement Agreement”), a copy of which is attached as Exhibit 10.1 to this Quarterly Report on Form 10-Q. Under the Settlement Agreement, the parties exchanged mutual releases of all claims arising out of or relating to Mr. Jindal’s employment and the termination thereof, and the Company agreed to pay Mr. Jindal $75,000 in total consideration, payable in installments over a 90-day period following the effective date of the agreement, subject to acceleration upon receipt by the Company of certain financing proceeds. As of March 31, 2026, the Company made payments totaling $12,500 towards the balance of $75,000 and $62,500 remained outstanding.
Current report
Effective February 5, 2026, the Brag House Board appointed Rene Rodriguez as the Company’s Acting Chief Financial Officer. Mr. Rodriguez, age 42, has served as the Company’s Controller since March 1, 2025, and prior to that as an independent contractor providing finance and accounting services to the Company from June 1, 2022 until February 28, 2025.
Current report
Nasdaq Deficiency - Minimum Bid Requirement
Current report
On January 6, 2026, the Company received a deficiency letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s Common Stock for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirement”).
Current report
The Notice has no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and, therefore, the Company’s listing remains fully effective.
Current report
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of the Notice, or until July 6, 2026, to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid price of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to July 6, 2026.
Current report
If the Company is not in compliance with the Minimum Bid Requirement by July 6, 2026, the Company may be afforded a second 180 calendar day compliance period. To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price requirement.
Current report
The Company intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement. However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. If the Company does not regain compliance within the allotted compliance period, including any extensions that Nasdaq grants, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel.
Current report
As of the date of this Quarterly Report, the deficiency has not been cured.
Current report
The Merger Agreement and Shareholder Approval
Current report
On October 12, 2025, the Company entered into the Merger Agreement, by and among the Company, Merger Sub and House of Doge. Upon the terms and subject to the conditions set forth in the Merger Agreement, among other things, Merger Sub will merge with and into House of Doge, resulting in House of Doge as the surviving corporation of the Merger and a direct, wholly owned subsidiary of the Company. In connection with the consummation of the Merger, the Company will be renamed “House of Doge Inc.” The Merger Agreement provides that the Company’s current officers will continue their function as senior management personnel of the Company in roles, functions and other management capacities with respect to the Brag House Legacy Business, which House of Doge agreed will operate or continue to operate as a division or out of a subsidiary of House of Doge after the Closing. We expect, however, that the Brag House Legacy Business will continue to operate out of the Company’s existing Brag House, Inc. subsidiary, and that the Company’s current Chief Executive Officer, Lavell Juan Malloy, II, will continue to serve as Chief Executive Officer of such subsidiary.
Current report
In exchange for the House of Doge Common Stock and restricted stock units, the Company will issue shares of the Brag House Common Stock and a new class of preferred stock (that will be convertible into shares of common stock) and restricted stock units constituting an aggregate of approximately 663,250,176 shares of its common stock, on a fully diluted basis, to holders of House of Doge’s shares of common stock and restricted stock units, provided that any shares of common stock that House of Doge issues to non-affiliates in arms-length commercial business transactions it negotiates in good faith in the ordinary course of business prior to the Effective Time will also be exchanged in the Merger and, therefore, cause the number of shares of common stock that the Company issues in the Merger to proportionately increase. House of Doge will also issue 9,000,000 shares of its common stock to Lavell Juan Malloy, II, the Company’s Chief Executive Officer, and certain other individuals or representatives of the Company to be identified by the Company prior to the Closing. Upon consummation of the Merger, House of Doge will become the majority shareholder of the Company. Following the Merger, the Company’s common stock shall continue to be listed on Nasdaq. The Merger is subject to customary closing conditions, including regulatory approvals, filing of required registration statements, shareholder consent, and completion of due diligence.
Current report
On November 26, 2025, the Company entered into amendment No. 1 to the Merger Agreement. On February 2, 2026, the Company entered into amendment No. 2 to the Merger Agreement and on March 26, 2026, the Company entered into amendment No. 3 to modify certain provisions of the Merger Agreement, including the extension of the termination date of the agreement to May 29, 2026. On May 11, 2026, the Company entered into amendment No. 4 to extend the termination of the agreement to June 30, 2026.
Current report
As of the date of this Quarterly Report, the Merger had not yet closed. The Company expects the Merger to be finalized by June 30, 2026, pending satisfaction of all closing conditions.
Current report
On April 7, 2026, the Company held its special meeting of stockholders to vote on the Merger Agreement and related matters and a quorum for the transaction of business was present in person virtually or represented by proxy. The Company’s stockholders voted on various proposals, which are described in more detail in the Registration Statement on Form S-4 filed jointly by the Company and House of Doge (as amended from time to time, the “Registration Statement”) containing a proxy statement/prospectus, which Registration Statement was declared effective by the Securities and Exchange Commission on February 5, 2026.
Current report
Proposal 1 was to approve and adopt the Merger Agreement, pursuant to which the Merger will occur, and to approve the transactions contemplated by the Merger Agreement. On the basis of the submitted votes, each of proposals 1 through 3 and 5 through 7 were approved and the stockholders elected, effective at the effective time of the Merger, the six directors listed in proposal 4 to serve on the Board until the next annual meeting of stockholders, and until their respective successors are duly elected and qualified.
Current report
**Incentive Awards **
Current report
On April 16, 2026, the Company’s Board of Directors approved the acceleration of the expiration date for certain awards granted in 2025 to expire on April 25, 2026. The acceleration of the expiration of the awards was agreed to by the affected participants via an executed consent form.
Current report
Additionally, on April 16, 2026, the Company granted a total of 1,649,933 fully vested shares of RSU’s to its CEO and COO as stock-based compensation valued at a total of $1,004,809.
Current report
On April 27, 2026, the Company granted a total of 975,000 fully vested shares of RSU’s as stock-based compensation valued at a total of $699,075.
Current report
For the three months ended March 31, 2026, we received payments on the Company’s note receivable and advances due from a related party totaling $2,820,492.
Current report
If we fail to remediate these material weaknesses or fail to otherwise maintain effective internal control over financial reporting in the future, such failure could result in loss of investors’ confidence in our financial statements, limit our ability to raise capital and have a negative effect on the trading price of our Common Stock. Additionally, failure to remediate the material weaknesses or otherwise maintain effective internal control over financial reporting may also negatively impact our operating results and financial condition, impair our ability to timely file our periodic and other reports with the SEC, subject us to additional litigation and regulatory actions and cause us to incur substantial additional costs in future periods relating to the implementation of remedial measures.
Current report
During the year ended December 31, 2025, the Company sent notices of material breach to both Artemis and EVEMeta regarding the MSA and the SaaS Agreement, and all services from Artemis and EVEMeta have remained halted. Accordingly, no additional software expenses or capitalized assets were recognized in relation to the MSA and the SaaS Agreement and all capitalized implementation costs were impaired and written off as software expense.
Current report
Yorkville Convertible Note and Yorkville Warrant
Current report
During the year ended December 31, 2025, the Company, House of Doge and Yorkville entered into the Yorkville Convertible Note and the Yorkville Warrant. Both instruments are classified as liabilities and the Company has elected to account for the Yorkville Convertible Note with the Fair Value Option (“FVO”) in accordance with ASC 825, “Financial Instruments”. As such, the Yorkville Convertible Note is required to be measured at fair value at the date of issuance, December 4, 2025, and at subsequent reporting periods. The Yorkville Warrant is also required to be measured at fair value pursuant to ASC 815, “Derivatives and Hedging” at the date of issuance, December 4, 2025, and in subsequent reporting periods. For each valuation of the Yorkville Convertible Note and the Yorkville Warrant, the Company uses a probability-weighted expected return model (“PWERM”) and a Monte Carlo Simulation, respectively.
Removed paragraphs (17)
Previous report
In fiscal year 2024, we remained focused on refining our core technology platform, expanding sponsor relationships, and preparing for our IPO, which closed in March 2025.
Previous report
In May 2025, we launched the first activation under our strategic partnership with Learfield, beginning with the University of Florida. This effort includes event planning, brand asset integration, student athlete involvement, and cross-channel marketing. We believe these activations represent a cornerstone of our digital advertising growth strategy.
Previous report
Additionally, Post-IPO, we began execution of our development plan with our technology partners, Artemis and EVEMeta. These developments include a focus on building a scalable data insights monetization SaaS model, with a beta version expected in Q1 2026. Once market-ready, we believe this SaaS model will provide a recurring revenue stream by offering anonymized behavioral insights to brand clients seeking better Gen Z engagement.
Previous report
We continue to manage costs associated with our platform and obligations as a public company while investing in revenue-generating infrastructure. We are also exploring cost-efficient marketing methods to optimize awareness while maintaining efficient customer acquisition costs with a focus on high ROI.
Previous report
Key near-term objectives include:
Previous report
Nine Months Ended September 30, 2025 as Compared to the Nine Months Ended September 30, 2024
Previous report
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 report
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.
Previous report
Revenue
Previous report
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.
Previous report
Operating Expenses
Previous report
Other Income and Expenses
Previous report
Pursuant to our agreement with Moroch, we held the “Texas Loyalty Cup”, a Brag House tournament, in 2021 in collaboration with McDonald’s and Coca-Cola. The success of the tournament led to a continued and stronger relationship with McDonald’s and Coca-Cola as we had held two tournaments in 2022: “SoCal FIFA 23 Tournament” which was a direct contract with Coca-Cola and collaborated with McDonald’s through their marketing agency of the Southern California Region, DE, and “Black and Positively Golden Gamers HBCU Tournament Featuring Fortnite” which was a contract with McDonald’s through their agency, WI, in collaboration with Coca-Cola. Due to the success Brag House was able to achieve, the partnership with McDonald’s and Coca-Cola grew stronger as Brag House was contracted by Coca-Cola, in collaboration with McDonald’s, for the third consecutive year to host a nationwide Fortnite tournament with student gamers from five states (Washington, Oregon, California, Oklahoma and Kansas). The tournament is known as the Golden Royale Cup, and took place over the course of three weeks in November, with three qualifying matches, followed by a grand finale match. The Golden Royale Cup amassed nearly 20,000 total hours of aggregate live-streaming content watched, and garnered nearly 300,000 views from gamers watching the tournament in real-time. Furthermore, the event received nearly 1 million impressions across Brag House’s social media platforms.
Previous report
In addition to the Golden Royale Cup from November 2023, Brag House has finalized three major partnerships agreements; the first with the FWSC, a division of The City of Fort Worth, where we hosted an in-person esports and scholars event on September 21, 2024 at the FWCC focused on college students for the State of Texas. This event showcased not only competitive gaming for the casual gamers but also educational and career opportunities related to gaming and esports for Texas college students while giving the students opportunities to earn and win scholarships. This event featured speakers and panelists from diverse industries, including media agencies, universities, and the movie and entertainment sectors; the second with the Denver Broncos, a world-renowned American Football franchise that competes in the NFL to be a gaming partner for in-person and digital gaming activations (i.e. gaming events) for, at minimum, the 2023-2024 NFL seasons. This partnership concluded in September 2024.
Previous report
For the nine months ended September 30, 2025, we invested in 4,000,000 Pre-Funded Warrant shares for a total investment of $4,000,000 from the investment of CleanCore’s PIPE.
Previous report
We expect to implement our remediation plan within the next 12 months. However, we have not tested the effectiveness of our internal control over financial reporting and cannot assure you that we will be able to successfully remediate these material weaknesses and, even if we do, we cannot assure you that we will not suffer from other material weaknesses in the future. Except for additional personnel costs, we do not expect to incur any material costs related to our remediation plan.
Previous report
The process of designing and implementing an effective financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a financial reporting system that is adequate to satisfy our reporting obligation.
Reworded paragraphs (29)
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 pathways 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 media-tech 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. We view our platform as a media-tech engine intended to revolutionize advertising for the Gen Z demographic. According to PricewaterhouseCoopers (“PwC”), digital formats are expected to account for 80% of overall global advertising revenue in 2029 (up from 72% in 2024), with new technologies including AI and hyper-personalization expected to drive this growth. We believe Brag House is positioned to capture this demand by utilizing data insights to offer brands high-value, personalized access to our community.
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 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.
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 our Chief Operating Officer, Daniel Leibovich, recognized a need in the gaming industry for a gaming platform focused specifically on the casual college gamer, and formed our indirect wholly-owned subsidiary, Brag House, Inc. 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 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.
Current wording
We believe that we are creating a new sports entertainment 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 May 1, 2026, 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 inception through May 1, 2026, the Company’s video views increased by 131% year-over-year. We have also generated nearly 9.0 million impressions and video views since inception through May 1, 2026. From 2020 through 2025, the Company’s impressions increased by 46% year-over-year. The Company expects that its video views and impressions will continue to grow in 2026, potentially at a rate comparable to or exceeding prior years; 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 live stream across over 300,000 live views, which represents nearly a 1.75X increase compared to the industry benchmark of 11 minutes. We believe that our digital properties, including our website, provide an authentic and differentiated channel for advertisers to access the Gen Z demographic at scale. We believe that this differentiation stems from our platform’s design as a media-tech engine built for active engagement, not just passive consumption. Furthermore, we believe that live, in-person activations are a critical source of connection that augments our core digital experience. These live events, such as on-campus tournaments and activations tied to major college rivalries, allow us to bring our digital community together physically. We believe that this “digital-plus-physical” dynamic, coupled with our personalized experiential framework, offers an authentic and differentiated channel for advertisers, making the otherwise elusive Gen Z and Millennial demographic accessible at scale through multiple touchpoints.
Previous wording
We are focused on creating an organic and inclusive community which facilitates personalized experiences. We believe our experiential framework offers a more authentic and differentiated channel for advertisers to utilize, making the otherwise elusive demographic of gamers and streamers accessible at scale to ourselves and our partners. We do this by offering brand sponsors and advertisers an exclusive marketing channel to reach elusive Gen Z and Millennial gamers and creators, while offering players ways to access exclusive tournaments and programming.
Current wording
We are focused on creating an organic and inclusive community that facilitates personalized experiences. We believe that our experiential framework offers a more authentic and differentiated channel for advertisers to utilize, making the otherwise elusive demographic of gamers and streamers accessible at scale to ourselves and our partners. We do this by offering brand sponsors and advertisers an exclusive marketing channel to reach Gen Z and Millennial gamers and creators, while offering players ways to access exclusive tournaments and programming.
Previous wording
Brag House also secured a strategic partnership for tournament and promotional events in 2025 with Learfield Communications, LLC, formerly Learfield IMG College, a billion dollar media company that holds the media rights to hundreds of colleges in the US, including collegiate properties as the NCAA and its 89 championships and NCAA Football. However, it is important to note that the current agreement does not guarantee revenue, nor does it obligate Learfield or its affiliates to provide data access or support beyond the sales representation scope. The partnership’s first activation was held online on May 17, 2025 (originally scheduled for March 5, 2025) for students and alumni of the University of Florida, one of Learfield’s media rights properties. The execution of this initial activation will serve as a test case for future expansion and data-driven initiatives.
Current wording
In May 2025, we launched the first activation under our strategic partnership with Learfield Communications, LLC (“Learfield”). This activation was for students and alumni of the University of Florida, one of Learfield’s media rights properties.
Previous wording
We effected a 1 for 5.1287 consolidation of our issued and outstanding Common Stock and Preferred Stock on June 14, 2024, (the “Original Reverse Split”). On October 11, 2024, we canceled the Original Reverse Split and filed an amendment to our certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1 for 2.43615 consolidation of our issued and outstanding Common Stock and Preferred Stock (the “Reverse Split”). Any future redemption of stock options or warrants for options or warrants that were granted prior to October 11, 2024 will also reflect the Reverse Split. The Company began the process to pay for the Fractional Shares, which total $85.81, to its shareholders that were affected by the Reverse Split. This Quarterly Report gives effect to the cancellation of the Original Reverse Split and the effectiveness of the Reverse Split. Except where otherwise indicated, all share and per share data in this Annual Report have been retroactively restated to reflect the Reverse Split.
Current wording
We effected a 1 for 5.1287 consolidation of our issued and outstanding Common Stock and Preferred Stock on June 14, 2024, (the “Original Reverse Split”). On October 11, 2024, we canceled the Original Reverse Split and filed an amendment to our certificate of incorporation, as amended, with the Secretary of State of the State of Delaware to effect a 1 for 2.43615 consolidation of our issued and outstanding Common Stock and Preferred Stock (the “Reverse Split”). Any future redemption of stock options or warrants for options or warrants that were granted prior to October 11, 2024 will also reflect the Reverse Split. The Company began the process to pay for the Fractional Shares, which total $85.81, to its shareholders that were affected by the Reverse Split. This Quarterly Report gives effect to the cancellation of the Original Reverse Split and the effectiveness of the Reverse Split. Except where otherwise indicated, all share and per share data in this Quarterly Report have been retroactively restated to reflect the Reverse Split.
Previous 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.
Current wording
Revenue for the three months ended March 31, 2026 and 2025 was $0. The lack of revenue was mainly attributable to no revenue-generating tournament activity or live streaming services in the three months ended March 31, 2026 and 2025.
Previous 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.
Current wording
Operating expenses for the three months ended March 31, 2026 and 2025 were $1,886,049 and $584,470, respectively, and in the three months ended March 31, 2026, consisted mainly of selling, general and administrative expenses of $652,965, legal and professional fees of $839,818, stock-based compensation of $210,944, advertising and marketing costs of $36,617, software expenses of $7,779, software development expenses of $62,926 and settlement expenses of $75,000. In the three months ended March 31, 2025, the Company’s operating expenses consisted mainly of selling, general and administrative expenses of $257,159, legal and professional fees of $138,324, stock-based compensation of $42,500, advertising and marketing costs of $81,450, software expenses of $64,651 and software development expenses of $386. This represents an increase of $395,806 in selling, general and administrative expenses, an increase of $701,494 in legal and professional fees, an increase of $168,444 in stock-based compensation, a decrease of $44,833 in advertising and marketing costs, a decrease of $56,872 in software expenses, an increase of $62,540 in software development expenses and an increase in settlement expenses of $75,000. The increase in operating expenses during the three months ended March 31, 2026 was mainly attributed to increased spending in operations due to reporting obligations, investor relations spending and transaction costs related to the Merger.
Previous 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.
Current wording
Other income and expenses for the three months ended March 31, 2026 and 2025 were net other expenses of $2,856 and $483,203, respectively. In the three months ended March 31, 2026, the Company’s other income and expense consisted mainly of interest expense and amortization of debt discount of $158,125, interest income of $108,432, net unrealized gain on equity securities of $324,000 and a change in fair value of warrants and convertible debt representing a gain of $77,312. In the three months ended March 31, 2025, the Company’s other income and expense consisted mainly of interest expense and amortization of debt discount of $438,709 and other expenses of $46,406. This represents a decrease of $280,584 in interest expense and amortization of debt discount, an increase of $108,432 in interest income, a decrease of $46,406 in other expenses, an increase of $324,000 in net unrealized gain on equity securities, and an increase of $77,312 in net gains on the changes in fair value of warrants and convertible debt.
Previous 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.
Current wording
As of March 31, 2026 and December 31, 2025 the Company had $138,130 and $222,572 in cash and cash equivalents, respectively, and a working capital surplus of $3,558,539 and surplus of $5,321,908, respectively. The Company’s liquidity needs up to March 31, 2026 were satisfied through proceeds from the sale of equity in the Company’s IPO, convertible debt, notes payable, bridge loans, PIPE Offering in which it sold shares of Series B Preferred Stock and issued warrants, and the Yorkville Convertible Note.
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 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.
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 March 31, 2026 and December 31, 2025, the Company had an accumulated deficit of $32,071,116 and $30,538,211, respectively. For the three months ended March 31, 2026 and 2025 the Company had a net loss of $1,532,905 and $1,067,673, respectively, and negative cash flows from operations of $842,434 and $1,767,013, respectively. The Company’s operating activities consume the majority of its cash resources. The Company will continue to build out its software technology to resume revenue producing activities to achieve profitability in the future, but it anticipates that it will continue to incur operating losses as it executes its development plans through 2026, 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
This partnership positions Brag House to leverage Learfield’s college network to generate sponsorship revenue, ensuring brand engagement opportunities, and gives Brag House access to extensive datasets from diverse college campuses as we evolve into a scalable data insight revenue model, where we aim to enable brands to gain data insights to create enhanced, personalized and effective marketing campaigns.
Current wording
Brag House secured a strategic partnership for tournament and promotional events in 2025 with Learfield Communications, LLC, formerly Learfield IMG College, a billion dollar media company that holds the media rights to hundreds of colleges in the United States, including collegiate properties as the NCAA and its 89 championships and NCAA Football. While the agreement does not guarantee revenue, nor obligate Learfield or its affiliates to provide data access or support beyond the sales representation scope, we believe that it does position Brag House to leverage Learfield’s college network to generate sponsorship revenue, ensuring brand engagement opportunities, and gives Brag House access to extensive datasets from diverse college campuses as we evolve into a scalable data insight revenue model, where we aim to enable brands to gain data insights to create enhanced, personalized and effective marketing campaigns. Therefore, we believe that this partnership will contribute directly to Brag House’s revenue model through marketing and advertising earning such as sponsorships, while validating Brag House’s marketing and data strategy for reaching college-aged Gen Z gamers. Through this, the Company plans to scale across Learfield’s properties, expanding brand partnerships in the gaming spaces.
Previous 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.
Current wording
Management believes that 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, however, 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. The Company has earned minimal revenue from its inception through the three months ended March 31, 2026.
Previous 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.
Current wording
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 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.
Current wording
For the three months ended March 31, 2026, we used $842,434 of cash in our operating activities, which was mainly attributable to increases in prepaid expenses and the payment of expenses related to the pending Merger. 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.
Previous wording
Cash Flows Provided By Financing Activities
Current wording
Cash Flows (Used In) Provided By Financing Activities
Previous 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.
Current wording
For the three months ended March 31, 2026, we reduced our cash position by making payments towards the outstanding balance owed on the convertible debt due to Yorkville totaling $2,062,500. 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.
Previous 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.
Current 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, 2026 and 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 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.
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 control and procedures. In connection with the review of our consolidated financial statements as of March 31, 2026, we have identified control deficiencies in our financial reporting process that constitute material weaknesses in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. We have material weaknesses related to the review and approval of cash disbursements, officer expense reimbursements, and related journal entries for operating, legal and payroll-related expenses incurred, including the failure to maintain readily accessible executed versions of significant agreements entered into by the Company or board approval of certain stock-based compensation awarded. Additionally, we have a material weakness over the reconciliation and approval of general ledger accounts, and the review and approval of related journal entries. 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 its ability to record and disclose complex transactions with debt and/or equity features. Lastly, 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 have already taken a number of measures to address the internal control deficiencies that have been identified including, hiring a full-time chief financial office with extensive public-company reporting and technical accounting experience to provide additional financial reporting oversight and review, expanding our existing accounting and financial reporting personnel, as well as establishing effective monitoring and oversight controls. We believe these measures will assist us with meeting the Sarbanes-Oxley compliance requirements and improving our overall internal controls. However, we cannot assure you that these measures may fully address the material weaknesses in our internal control over financial reporting or that we may conclude that they have been fully remediated.
Current wording
We have taken a number of measures to address the internal control deficiencies that have been identified, including hiring a full-time chief financial officer and contracting an outside public accounting firm, CohnReznick LLP, with extensive public-company reporting and technical accounting experience to provide additional financial reporting oversight and review, expanding our existing accounting and financial reporting personnel, as well as establishing effective monitoring and oversight controls. We believe these measures will assist us with meeting the compliance requirements and improving our overall internal control. We cannot assure you, however, that these measures will fully address the material weaknesses in our internal control over financial reporting or that we may conclude that they have been fully remediated.
Previous wording
As a company with less than US $1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” pursuant to the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company’s internal control over financial reporting.
Current wording
As a company with less than $1.235 billion in revenue for our last fiscal year, we qualify as an “emerging growth company” under the Exchange Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, in the assessment of the emerging growth company’s internal control over financial reporting.
Previous wording
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
Current wording
We prepare our consolidated financial statements in accordance with U.S. GAAP, which require our management to make estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
Previous wording
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 wording
We consider the accounting for our technology purchase agreements with Artemis and 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 Brag House 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.
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 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.
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 expenses. For the year ended December 31, 2025, we recognized $588,260 of expense and $0 of capitalized implementation costs related to these agreements.
Previous wording
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 wording
Subsequent to the amendment, we continued 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 recognized stock-based compensation costs as software expense equally over the established time frame for those statements of work.
Previous wording
During the nine months ended September 30, 2025, the Company issued stock options and warrants in connection with the IPO and PIPE Offering. The Company measures the fair value of warrants and stock options granted to employees, directors, and non-employees using option pricing models, including the Black-Scholes and Binomial Lattice models. The determination of the fair value of these instruments requires management to make certain estimates and assumptions that have a material impact on the amount of stock-based compensation expense recognized.
Current wording
During the three months ended March 31, 2026 and the year ended December 31, 2025, the Company issued stock options and warrants in connection with our initial public offering, the PIPE Offering, and as compensation of Director, employee and Executives of the Company. The Company measures the fair value of warrants and stock options granted to employees, directors, and non-employees using option pricing models, including the Black-Scholes and Binomial Lattice models. The determination of the fair value of these instruments requires management to make certain estimates and assumptions that have a material impact on the amount of stock-based compensation expense recognized.
Previous wording
The Company uses the “simplified method” to estimate the expected term for stock options that have exercise prices issued at-the-money, consistent with SEC Staff Accounting Bulletin Topic 14. For stock options with exercise prices that are out-of-the-money, the Company uses a Binomial Lattice model, which incorporates assumptions about future exercise behavior and potential changes in stock price over the life of the award.
Current wording
The Company uses the “simplified method” to estimate the expected term for stock options that have exercise prices issued at-the-money, consistent with SEC Staff Accounting Bulletin Topic 14. For stock options with exercise prices that are out-of-the-money, the Company uses a Binomial Lattice model, which incorporates assumptions about future exercise behavior and potential changes in stock price over the life of the award. As an alternate option, the Company used the exercise patterns of comparable companies to determine and establish a reasonable estimate for the expected term for stock options.
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 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.
Current wording
The independent auditors’ report accompanying our December 31, 2025 financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. As of March 31, 2026, 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 IPO on March 6, 2025, via the PIPE Offering, exercises of the PIPE warrants and the Yorkville Convertible Note. 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, 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.
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 Form 10-Q is filed.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Key assumptions used in these models include a variable weighted average price for conversion, expected stock price at conversion, credit risk adjusted rate, expected volatility, expected term, risk-free interest rate, discount rate, and probability assumptions. Because the Company has a limited operating history and insufficient historical trading data to estimate expected volatility, the Company bases its volatility assumption on the historical volatilities of a group of comparable publicly traded companies within its industry. The risk-free interest rate is based on the yield of U.S. Treasury securities with maturities consistent with the expected term of the related option or warrant. The expected dividend yield is assumed to be zero, as the Company has not historically declared or paid dividends and does not anticipate doing so in the foreseeable future.
Current report — wording carried from elsewhere
Because these valuation assumptions involve significant judgment and are based on estimates, changes in these assumptions could materially affect the fair value of the Yorkville Convertible Note and Yorkville Warrant, and the related gain or loss from the change in fair value recognized in future periods. Management reviews its assumptions on an ongoing basis and updates them as appropriate.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
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 report — wording carried elsewhere
We believe this partnership will contribute directly to Brag House’s revenue model through shared sponsorship earnings, while validating Brag House’s marketing and data strategy for reaching college-aged Gen Z gamers. Through this, the Company plans to scale across Learfield’s properties, expanding brand partnerships in the gaming and esports spaces.