S-1/A EX-FILING FEES 0001903595 N/A N/A 0001903595 1 2025-09-22 2025-09-22 0001903595 2 2025-09-22 2025-09-22 0001903595 3 2025-09-22 2025-09-22 0001903595 4 2025-09-22 2025-09-22 0001903595 5 2025-09-22 2025-09-22 0001903595 6 2025-09-22 2025-09-22 0001903595 2025-09-22 2025-09-22 iso4217:USD xbrli:pure xbrli:shares

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-1

Brag House Holdings, Inc.

Table 1: Newly Registered and Carry Forward Securities

                                           
Line Item Type   Security Type   Security Class Title   Notes   Fee Calculation
Rule		   Amount Registered   Proposed Maximum Offering
Price Per Unit		   Maximum Aggregate Offering Price   Fee Rate   Amount of Registration Fee
                                           
Newly Registered Securities
Fees Previously Paid   Equity   Common Stock, par value $0.0001 per share       Other   15,923,567   $ 1.15   $ 18,312,102.05   0.0001531   $ 2,803.58
Fees Previously Paid   Equity   Common Stock, par value $0.0001 per share issuable upon exercise of the Warrants       Other   16,981,110     1.15     19,528,276.50   0.0001531     2,989.78
Fees to be Paid   Equity   Common Stock, par value $0.0001 per share   (1)   Other   15,923,567     0.4756     7,573,248.47   0.0001531     1,159.46
Fees to be Paid   Equity   Common Stock, par value $0.0001 per share issuable upon exercise of the Warrants   (2)   Other   16,981,110     0.4756     8,076,215.92   0.0001531     1,236.47
Fees to be Paid   Equity   Common Stock, par value $0.0001 per share   (3)   Other   150,000     1.6256     243,840.00   0.0001531     37.33
Fees to be Paid   Equity   Common Stock, par value $0.0001 per share issuable upon exercise of the Warrants   (4)   Other   536,093   $ 1.6256   $ 871,472.78   0.0001531   $ 133.42
                                           
Total Offering Amounts:   $ 54,605,155.72         8,360.04
Total Fees Previously Paid:               5,793.36
Total Fee Offsets:               0.00
Net Fee Due:             $ 2,566.68

__________________________________________
Offering Note(s)

(1) Represents the difference between the $1.15 Proposed Maximum Offering Price Per Unit previously paid in August 2025 and the $1.6256 Proposed Maximum Offering Price Per Unit being paid in connection with the September 2025 filing.
(2) Represents the difference between the $1.15 Proposed Maximum Offering Price Per Unit previously paid in August 2025 and the $1.6256 Proposed Maximum Offering Price Per Unit being paid in connection with the September 2025 filing.
(3) The shares of common stock of Brag House Holdings, Inc. (the “Registrant”) will be offered for resale by the selling stockholders pursuant to the prospectus contained herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional number of shares of common stock issuable upon stock splits, stock dividends, or other distribution, recapitalization or similar events with respect to the shares of common stock being registered pursuant to this registration statement.

This registration statement registers the resale by the selling stockholders of up to an aggregate of 33,590,770 shares of common stock, par value $0.0001 per share, issued by the Registrant pursuant to (a) a Securities Purchase Agreement, dated July 24, 2025, consisting of (i) 15,923,567 shares of common stock issuable upon conversion of 15,000 shares of Series B Preferred Stock, par value $0.0001 per share and (ii) warrants to purchase up to an aggregate of 15,923,567 shares of common stock; (b) a Placement Agent Agreement, dated July 24, 2025, subsequently amended and restated on July 31, 2025, consisting of 1,057,543 placement agent warrants exercisable for 1,057,543 shares of common stock; (c) a Termination Agreement, dated June 28, 2025, consisting of 536,093 warrants to purchase 536,093 shares of common stock; and (d) a Settlement Agreement, dated September 11, 2025, consisting of 150,000 shares of common stock.

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low prices for a share of common stock as reported on the Nasdaq Capital Market on September 17, 2025, which date is a date within five business days of the filing of the registration statement for the registration of the securities listed in the table above.

Represents the difference between the 15,923,567 shares previously registered and the 16,073,567 shares being registered hereby.
(4) The shares of common stock of Brag House Holdings, Inc. (the “Registrant”) will be offered for resale by the selling stockholders pursuant to the prospectus contained herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional number of shares of common stock issuable upon stock splits, stock dividends, or other distribution, recapitalization or similar events with respect to the shares of common stock being registered pursuant to this registration statement.

This registration statement registers the resale by the selling stockholders of up to an aggregate of 33,590,770 shares of common stock, par value $0.0001 per share, issued by the Registrant pursuant to (a) a Securities Purchase Agreement, dated July 24, 2025, consisting of (i) 15,923,567 shares of common stock issuable upon conversion of 15,000 shares of Series B Preferred Stock, par value $0.0001 per share and (ii) warrants to purchase up to an aggregate of 15,923,567 shares of common stock; (b) a Placement Agent Agreement, dated July 24, 2025, subsequently amended and restated on July 31, 2025, consisting of 1,057,543 placement agent warrants exercisable for 1,057,543 shares of common stock; (c) a Termination Agreement, dated June 28, 2025, consisting of 536,093 warrants to purchase 536,093 shares of common stock; and (d) a Settlement Agreement, dated September 11, 2025, consisting of 150,000 shares of common stock.

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, based upon the average of the high and low prices for a share of common stock as reported on the Nasdaq Capital Market on September 17, 2025, which date is a date within five business days of the filing of the registration statement for the registration of the securities listed in the table above.

Represents the difference between the 16,981,110 warrant shares previously registered and 17,517,203 warrant shares being registered hereby.