Subsequent Events |
3 Months Ended | ||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||
| Subsequent Events [Abstract] | |||||||||||||||||||||||||||||||
| Subsequent Events | 18. Subsequent Events
The Company evaluated events and transactions occurring after June 30, 2026 through the date these consolidated financial statements were issued. The Company assessed whether each event provided additional evidence about conditions that existed at the balance-sheet date or represented a condition arising after June 30, 2026 in accordance with ASC 855, Subsequent Events.
Subsequent to June 30, 2026, the Company contributed a total of $971,282 to LBK Triestina Holdings, LLC (“LBK Holdings”) in the form of a non-interest-bearing loan with a maturity date of June 30, 2027.
The Company continues to evaluate the accounting treatment and settlement of the amounts advanced to LBK Holdings, including any impact on the Company’s prospective equity ownership interest and related board representation rights.
Subsequent to June 30, 2026, the Company fully repaid amounts outstanding under its senior convertible promissory note with YA II PN, Ltd. The Company made repayments totaling $1,587,500 ($900,000 paid on July 31, 2026 and $687,500 paid on August 3, 2026).
On July 28, 2026, Dogecoin Ventures, Inc., a wholly owned subsidiary of the Company, issued an unsecured subordinated short-term promissory note in the principal amount of $1,400,000 to an individual lender. The note bears interest at a rate of 10.714% per annum, with interest payable in cash at maturity on July 27, 2027.
The principal amount of the note is payable through the transfer of 2,227,300 shares of common stock of CleanCore Solutions, Inc. (NYSE: ZONE) currently held by the borrower., subject to the full repayment of the Company’s senior convertible promissory note with YA II PN, Ltd. The note is unsecured, subordinated to senior indebtedness and includes customary events of default.
On August 3, 2026, following the full repayment of the YA II PN, Ltd. loan, the Company repaid the principal amount of the subordinated short-term note through the transfer of 2,227,300 of the CleanCore Solutions, Inc (NYSE: ZONE) shares on August 3, 2026 and $150,000 in fees paid on August 12, 2026.
As of June 30, 2026, the Company had an outstanding margin loan of $680,384 with Revere Securities LLC, consisting of principal of $680,039 and accrued interest of $345.
The Company fully repaid the outstanding margin loan and accrued interest by July 16, 2026.
On July 19, 2026, Mr. Stephen Ilott provided written notice of his resignation from the board, effective on the date of the notice, due to personal reasons.
On July 23, 2026, the Company’s Board of Directors approved the dismissal of CBIZ CPAs P.C. (former Brag House Holdings Inc. external auditors) and appointed Davidson & Company LLP as the Company’s new independent registered public accounting firm.
As of August 13, 2026, the Company had an aggregate of 84,902,985 common shares outstanding. This amount includes 7,875,000 shares issued in error to Brag House Holdings Inc.’s former Chief Executive Officer and former Chief Operating Officer and other parties designated by them on July 1, 2026. The Company has disputed these issuances and is seeking the return of these shares for cancellation.
On August 12, 2026, House of Doge (U.S.) Inc. (“HOD US” or the “Borrower”), a wholly-owned subsidiary of the Company issued a secured short term note (the “Note”) to lender Garrington Financial Corp. (the “Lender”), in the principal amount of $5,500,000 (the “Principal Sum”). The Principal Sum of the Note is being advanced by the Lender for the sole purpose of funding an investment in the public offering of common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof) of CleanCore Solutions, Inc. (“CleanCore”, NYSE American: ZONE) announced on August 10, 2026 (the “Offering”). The Note has a maturity date of February 12, 2027 (the “Maturity Date”) whereby the then-outstanding and not repaid Principal Sum, together with accrued and unpaid interest, and the Commitment Fee (as defined below) is due. The Note bears interest at a rate of 12% per annum, accrued and payable monthly. As consideration to the Lender, the Borrower is also obligated to pay a commitment fee equal to two percent (2%) of the Principal Sum (the “Commitment Fee”), due and payable in full on the Maturity Date or such earlier date on which all obligations under the Note become due and payable. Borrower has agreed to repay the Principal Sum in monthly installments of $650,000, starting on September 30, 2026, and thereafter on the last business day of each calendar month until the Maturity Date. The Note contains customary events of default, including, among others, failure to pay principal or interest when due, bankruptcy and liquidation events, and ceasing business operations. The Note is secured by all securities acquired in the Offering, and issuable pursuant to such securities, and all proceeds therefrom, if applicable, are pledged to the Lender as collateral for the Note (the “ZONE Collateral”), as well as certain assets and investments further specified in the Note. On each trading day whereby the volume weighted average price of the ZONE Collateral is equal or greater than $0.30 per share, the Borrower shall be obligated to sell the ZONE Collateral in the open market, subject to daily limits set out in the Note. The net cash proceeds of each such sale, after deduction of brokerage commissions and transfer taxes actually incurred, shall be remitted to Lender within one (1) business day following settlement and applied to the Borrower’s obligations or amounts owing under the Note.
In connection with the Note, each of the Borrower’s wholly-owned subsidiaries, Dogecoin Ventures, Inc., The Official Dogecoin Treasury and Reserve Inc. and House of Doge Canada Inc. act as guarantors (the “Guarantors”) to the Borrower’s obligations, the full and punctual payment when due.
On August 11, 2026, House of Doge (U.S.) Inc. (“HOD US”), a wholly-owned subsidiary of the Company, participated in CleanCore’s public Offering. HOD US entered into a securities purchase agreement (the “SPA”) with CleanCore pursuant to which the Company purchased 11,054,303 shares of CleanCore’s class B common stock (“ZONE Shares”) and 10,945,697 pre-funded warrants to purchase 10,945,697 ZONE Shares (the “Pre-Funded Warrants”) for a purchase price of $0.25 in cash for each ZONE Share or Pre-Funded Warrant, for an aggregate purchase price of $5,500,000. Each ZONE Share and Pre-Funded Warrant purchased also included one (1) warrant to purchase a ZONE Share at an exercise price of $0.25. The Offering closed on August 12, 2026.
The Pre-Funded Warrants have a nominal exercise price of $0.0001 (subject to standard adjustments for stock splits, stock dividends, recapitalizations, mergers and similar transactions), includes a cashless exercise provision, and may be exercised at any time.
The SPA includes customary representations, warranties and covenants. They also provide that CleanCore will indemnify HOD US, its directors, officers, shareholders, members, partners, employees and agents against certain liabilities, including liabilities under the Securities Act of 1933.
The foregoing summary of the terms and conditions of the Offering, SPA and related securities, does not purport to be complete and is qualified in its entirety by reference to the full text of certain documents attached as Exhibits hereto, which are incorporated herein by reference.
On August 10, 2026, the Company changed its fiscal year end from December 31 to March 31, to match the fiscal year end of the legacy entity “House of Doge”, now a wholly-owned subsidiary of the Company named “House of Doge (U.S.) Inc.”. |