Opening the filing
8-K/A
to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K in connection with the Merger. The Original 8-K disclosed that the Company intended to file such financial information within 71 days of the date of the Original 8-K pursuant to Items 9.01(a)(4) and 9.01(b)(2) of Form 8-K.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Closing of the Merger On June 30, 2026 (the “ Effective Date ”), House of Doge Inc. (formerly Brag House Holdings, Inc.) (the “ Company ”)
completed its previously announced merger pursuant to the Merger Agreement, dated as of October 12, 2025, by and among the Company, Brag House Merger Sub, Inc., a Delaware corporation (“ Merger Sub ”), and House of Doge Inc., a Texas corporation (“ HOD ”), as amended pursuant to Amendment No. 1 thereto dated as of November 26, 2025, Amendment No. 2 thereto dated as of February 2, 2026, Amendment No. 3 thereto dated as of March 26, 2026, Amendment No. 4 thereto dated as of May 11, 2026, and Amendment No. 5 thereto dated as of June 15, 2026 (the “ Merger Agreement ”). Pursuant to the Merger Agreement, HOD merged with and into Merger Sub, with HOD (now renamed House of Doge (U.S.) Inc. (“ HOD US ”)) surviving as a wholly-owned subsidiary of the Company (the “ Merger ”).
A t the effective time of the Merger (the “Effective Time”): (i) 329,929,373 shares of common stock, no par value per share, of HOD issued and outstanding immediately prior to the Effective Time were automatically converted into an aggregate of 64,001,726 shares (the “Merger Common Shares”) of common stock, par value $0.0001 per share, of the Company (the “Common Stock”)
and 2.049643 shares (the “Merger Preferred Shares”) of the Company’s Class C preferred stock, par value $0.0001 per share (the “Class C Preferred Stock”), each of which is convertible into 5,000,000 shares of Common Stock; (ii) 28,747,000 vested HOD restricted stock units (“RSUs”) issued and outstanding immediately prior to the Effective Time were automatically converted into an aggregate of 6,361,978 shares of Common Stock; and 0.002180 Class C Preferred Stock (iii) 10,300,000 unvested HOD RSUs issued and outstanding immediately prior to the Effective Time were automatically converted into 2,283,392 Company RSUs. Following the closing of the Merger, 75,902,985 shares of Common Stock were issued and outstanding.
Additionally, in connection with the closing of the Merger, on July 1, 2026, the Company issued to its former Chief Executive Officer, Lavell Juan Malloy, II, its former Chief Operating Officer, Daniel Leibovich, and other parties designated by them an aggregate of 9,000,000 shares of Common Stock (the “ Other Consideration Shares ”) Of the Other Consideration Shares, 7,875,000 shares of Common Stock are in dispute, as the Company is seeking the return of these shares for cancellation on account that they were issued in error.
Pursuant to the terms of the Merger Agreement, at the Effective Time, the board of directors of the Company (the “ Board ”) was increased from five directors to six directors and each of Lavell Juan Malloy II, Daniel Leibovich, DeLu Jackson, Scott Woller, and Kevin Foster resigned as directors of the Company, and Michael Galloro, Sarosh Mistry, Timothy Stebbing, Doug Wall, Stephen Ilott, and Duncan Moir were appointed as directors. Also at the Effective Time and pursuant to the Merger Agreement, Mr. Malloy resigned as the Company’s Chief Executive Officer, Mr. Leibovich resigned as the Company’s Chief Operating Officer, Rene Rodriguez resigned as the Company’s Acting Chief Financial Officer, Marco Margiotta was appointed the Company’s Chief Executive Officer, and Charles Park was appointed the Company’s Chief Financial Officer.
In conjunction with the closing of the Merger, the Company transferred all of the Company’s pre-Merger business and operations to the Company’s wholly-owned subsidiary, Brag House, Inc. (“ Brag House ”). In accordance with the terms of the Merger Agreement, Messrs. Malloy and Leibovich and Rodriguez had continued to operate such pre-Merger business as the senior management of Brag House.
Proceedings As of the date of this Current Report on Form 8-K, there are no legal proceedings or claims pending against the Company, HOD or Brag House that management believes would have a material adverse effect on the Company’s business, financial condition, or results of operations, either individually or in the aggregate.
Item 3.01. Notice of Delisting of Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On September 9, 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 ”).
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.
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 March 8, 2027, 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 March 8, 2027.
If the Company is not in compliance with the Minimum Bid Requirement by March 8, 2027, 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.
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.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information regarding departure and election of directors and departure and appointment of principal officers of the Company in connection with the Merger set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
Termination of Chief Technology Officer On August 31, 2026, Timothy Stebbing’s employment as the Company’s Chief Technology Officer was terminated. Mr. Stebbing continues to serve as a member of the Board of Directors.
Executive
Officers and Directors of the Company Following the Merger The following table lists the names, ages, and positions of the individuals who are serving as executive officers and directors of the Company as of the Effective Time:
Exhibit 99.2
HOD has also made strategic equity investments and sponsorship deals in each of HC Sierre Hockey Club, a professional ice hockey team competing in the Swiss League, U.S.
Triestina Calcio 1918, a professional football (soccer) club competing in the Series C Italian football league, and most recently in the newly formed Milano Hockey Club, a professional hockey club that will compete in the ICE Hockey League in Europe. Each of these investments advances HOD’s long-term real-world asset expansion strategy, as well as bringing digital and cryptocurrency innovations, new models of fan ownership, and community-aligned infrastructure into professional sports.
On October 12, 2025, the Company entered into a merger agreement with Brag House Holdings, Inc. and Brag House Merger Sub, Inc. The transaction had not closed as of March 31, 2026. On June 30, 2026, subsequent to year-end, the merger was completed, the public parent changed its name from Brag House Holdings, Inc. to House of Doge Inc., and the Texas corporation became a wholly owned subsidiary of the public parent. The common stock of the combined company began trading on The Nasdaq Stock Market under the ticker symbol HODO on July 1, 2026.
2.
Summary of Significant Accounting Policies and Recent