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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 18, 2025

 

Brag House Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-42525   87-4032622

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

45 Park Street,
Montclair, NJ 07042

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (413) 398-2845

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   TBH   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 18, 2025, the Board of Directors (the “Board”) of Brag House Holdings, Inc. (the “Company”) issued pursuant to the Company’s 2024 Omnibus Incentive Plan (the “Plan”) 223,556 stock options (the “Options”) to Lavell Juan Malloy II, 223,556 Options to Daniel Leibovich, and 50,000 Options to Chetan Jindal.

 

The issuances were approved by the members of the Board after the close of trading on the Nasdaq Capital Market on July 18, 2025. The Options have an exercise price per share of $1.00 per share, will vest and become exercisable immediately and shall expire on July 18, 2030.

  

Item 8.01 Other Events.

 

On July 18, 2025, 150,000 Options were issued to Kevin Foster and 100,000 Options were issued to each of DeLu Jackson and Daniel Fidrya, the non-employee directors of the Company. The Options were issued pursuant to the Company’s Plan. The issuances were approved by the members of the Board after the close of trading on the Nasdaq Capital Market on July 18, 2025. The Options have an exercise price per share of $1.00 per share, will vest and become exercisable immediately and shall expire on July 18, 2030.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: July 22, 2025 BRAG HOUSE HOLDINGS, INC.
     
  By: /s/ Lavell Juan Malloy, II
  Name: Lavell Juan Malloy, II
  Title: Chief Executive Officer

 

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