UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
As used in this Current Report on Form 8-K, the “Company” refers to House of Doge Inc., a Delaware corporation and the registrant, whose common stock is listed on The Nasdaq Stock Market LLC under the symbol “HODO.” “HOD US” refers to House of Doge (U.S.) Inc., a Texas corporation and a wholly-owned subsidiary of the Company. HOD US was formerly named “House of Doge Inc.”; references to that former name in the agreements described below relate to HOD US, and not to the Company.
Binding Letter of Intent with McQueen Labs Inc.
On October 23, 2026, the Company entered into a binding letter of intent (the “LOI”) with McQueen Labs Inc., a Delaware corporation (“McQueen Labs”). Under the LOI, the Company (or a designated wholly owned subsidiary) would acquire the assets used primarily in McQueen Labs’ MCQ Markets technical and token platform (the “Token Platform”) and its McQueen microlending business (the “Lending Business”), including all outstanding equity of McQueen Microlending Inc. (an Ontario company) and McQueen Labs’ investment in Triestina Holdings LLC, and would assume only specified liabilities (the “McQueen Transaction”).
The purchase price for the Token Platform is $15,000,000, payable in shares of common stock equal to 19.99% of the Company’s outstanding common stock, shares of a new series of non-voting convertible preferred stock representing 30.0% of such outstanding common stock, and a promissory note for the balance, $5,000,000 of which is contingent on McQueen Labs achieving specified milestones by April 30, 2027. The purchase price for the Lending Business is based on a multiple of its annual interest rate spread, payable by promissory note, with a portion contingent on post-closing portfolio performance. The seller notes will bear interest at 3.0% per year, mature on the second anniversary of closing and be secured by the purchased assets.
Concurrently with signing the LOI, the Company agreed to issue to McQueen Labs shares of common stock (the “Deposit Shares”), the value of which will be credited against the purchase price at closing, and which must be returned if the LOI terminates other than for the Company’s material breach. Until stockholder approval is obtained under Nasdaq Listing Rule 5635, common stock issued in the McQueen Transaction (including the Deposit Shares) may not exceed 19.99% of the Company’s outstanding common stock. The Company has agreed to seek such stockholder approval following closing, to grant McQueen Labs customary registration rights, and to permit McQueen Labs to designate one director, subject to Board approval.
Closing is subject to customary conditions, including satisfactory due diligence and execution of a definitive agreement, and the LOI terminates automatically if a definitive agreement is not executed by December 15, 2026. There can be no assurance that a definitive agreement will be executed or that the McQueen Transaction will close on the anticipated terms or at all.
Certain of the Company’s directors have financial interests in McQueen Labs and its affiliates, including equity and debt interests, that may be different from, or in addition to, the interests of the Company’s stockholders generally. These interests were disclosed to the Board of Directors of the Company (the “Board”).
The foregoing descriptions of the New License, the Asset Transfer Agreement and the LOI do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
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Non-Exclusive Trademark License Agreement.
HOD US entered into a Non-Exclusive Trademark License Agreement (the “New License”) with Dogecoin Foundation, Inc. (the “Foundation”) and MadeUpNumbers Ltd. (together with the Foundation, the “Licensor”). Under the New License, the Licensor granted HOD US and its affiliates a limited, non-exclusive, non-transferable, worldwide license to use the DOGECOIN and DOGE marks solely in connection with (i) the 21Shares Dogecoin ETF (TDOG), the 21Shares Dogecoin ETP (DOGE) and the 21Shares 2x Long Dogecoin ETF (TXXD), each as existing on October 19, 2026 (the “Existing 21Shares Products”), and (ii) any regulated or tokenized investment product or service that the Foundation approves in writing through a product addendum signed by all parties (together with the Existing 21Shares Products, the “Licensed Products”). Approval of any new product is in the Licensor’s sole discretion, and HOD US may not sublicense or assign its rights without the Foundation’s written consent. The New License grants no exclusivity or official-partner status and does not permit use of the marks in the Company’s corporate name or for general merchandise, payment products or unrelated financial products. Other than with respect to the Existing 21Shares Products, HOD US will pay the Foundation a percentage of net revenue from each Licensed Product, to be negotiated on a product-by-product basis and reported and paid quarterly, with no minimum royalty, minimum guarantee or upfront fee. HOD US will indemnify the Licensor against third-party claims arising from the Licensed Products, regulatory violations, product marketing or HOD US’s breach. The initial term is three years, ending October 19, 2029, with no automatic renewal. Either party may terminate for an uncured material breach (30 days, or ten business days for an undisputed payment failure), the Foundation may suspend use of the marks for a particular product in specified circumstances, and rights for an individual Licensed Product end if that product is permanently discontinued or the relevant HOD US–21Shares relationship permanently ends, in each case subject to an orderly wind-down. A failure to pay the Termination Payment (as defined in Item 1.02) that continues for ten business days after notice constitutes a material breach permitting the Foundation to terminate the New License. The New License is governed by Texas law.
Asset Transfer Agreement.
HOD US entered into an Asset Transfer Agreement (the “Asset Transfer Agreement”) with ABJ Labs Inc., a Delaware corporation doing business as Dogecoin Labs (“Dogecoin Labs”). Pursuant to the Asset Transfer Agreement, HOD US agreed to transfer to Dogecoin Labs specified assets relating to the Such App mobile application, including related software, source code, repositories, domains, cloud infrastructure accounts, app-store listings and data (the “Transferred Assets”), in exchange for a fixed number of shares of Dogecoin Labs common stock having an agreed value of $4,000,000, based on a fully diluted pre-money valuation of Dogecoin Labs of $120,000,000 (the “Equity Consideration”). Dogecoin Labs will not assume any contracts or liabilities of HOD US or its affiliates. The Equity Consideration will be subject to transfer restrictions, a right of first refusal, drag-along and market stand-off provisions under Dogecoin Labs’ bylaws and a stockholder agreement to be entered into at closing. For three years after closing, Dogecoin Labs will provide HOD US most-favored pricing for tokenization services offered on or through DogeOS.
HOD US’s representations include title, sufficiency, intellectual property, compliance and solvency matters. HOD US will indemnify Dogecoin Labs only for losses arising from breaches of specified representations (title, sufficiency and ownership, intellectual property and compliance) and for liabilities retained by HOD US, for claims asserted within 18 months after closing and subject to an aggregate cap equal to the $4,000,000 agreed value of the Equity Consideration (other than for fraud); the Transferred Assets are otherwise transferred “as is.” No transition services are provided. For three years after closing, each party has agreed not to disparage the other, subject to customary exceptions, including for disclosures required by law or stock-exchange rule. Public announcements regarding the transaction require the other party’s prior approval, except as required by law. The Asset Transfer Agreement is governed by Texas law.
The transaction has not closed. Closing is subject to customary conditions, including receipt of written consents and lien releases from each secured lender of HOD US whose security interest affects the Transferred Assets, the transfer of key assets (including source-code repositories, AWS accounts, app-store applications and the such.inc domain) to Dogecoin Labs’ control (or, for the Apple App Store and Google Play applications, initiation of the transfer by HOD US and acceptance by the applicable platform), and the absence of an Insolvency Event. The secured lenders whose consent is required are the holders of the Senior Secured Convertible Notes dated May 4, 2026, each in the principal amount of $833,333, issued to Space Enterprises, Sky Ascent Financial Group Inc. and Nordwand Foundation, and Garrington Financial Corp., the holder of the Secured Short Term Demand Note dated August 12, 2026 in the principal amount of $5,500,000. An “Insolvency Event” includes HOD US receiving a demand, acceleration or enforcement notice under any of these notes. Subject to customary exceptions, either party may terminate the Asset Transfer Agreement if closing has not occurred within 30 days after October 19, 2026, and Dogecoin Labs may terminate upon an Insolvency Event. There can be no assurance that the transaction will close on the anticipated terms or at all.
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Item 1.02. Termination of a Material Definitive Agreement.
On October 19, 2026, the Company and HOD US entered into a Termination of Amended and Restated Trademark License Agreement (the “Termination Agreement”) with the Licensor, pursuant to which the parties mutually terminated the Amended and Restated Trademark License Agreement dated May 7, 2025, as amended by Amendment No. 2 effective June 25, 2025 and as otherwise amended (the “Prior License”), effective October 19, 2026. Upon termination, all licenses, exclusivity, sublicense rights, partnership designations, board representation rights and other rights granted to HOD US under the Prior License terminated, and each of the Company and HOD US agreed to change its corporate name, and to cease use of the licensed marks in its name and in the names of its controlled subsidiaries (including any reference to being the Foundation’s “Official Corporate Arm” or “Official Commercial Partner”), prior to December 31, 2026. The Termination Agreement does not require the return or cancellation of any shares issued under the Prior License. HOD US disclosed in the Termination Agreement a sublicense of the marks under its Support Services Agreement with 21Shares US LLC and 21Shares AG dated April 4, 2025, and a related encumbrance and third-party consent requirement under its Secured Short Term Demand Note issued to Garrington Financial Corp. The parties exchanged mutual releases of claims relating to the Prior License, subject to the payment obligation described below.
As consideration, HOD US agreed to pay the Foundation $400,000 (the “Termination Payment”) when sufficient funds are available to HOD US. At HOD US’s election, the Termination Payment may be satisfied in cash, in shares of the Company’s common stock valued at the volume-weighted average price for the five consecutive trading days ending on the trading day immediately preceding the payment date, or a combination thereof. Any such shares would be issued in a transaction exempt from registration under the Securities Act of 1933, as amended. Accrued payment claims under the Prior License remain outstanding and are not released until the Termination Payment is received in full. The Company has not determined when sufficient funds will be available to make the Termination Payment, and a failure to pay could permit the Licensor to enforce such claims and to terminate the New License.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Items 1.01 and 1.02 regarding the Deposit Shares, the common stock and preferred stock issuable in the McQueen Transaction and the shares issuable in satisfaction of the Termination Payment is incorporated herein by reference. The Deposit Shares will be issued to McQueen Labs, an accredited investor, in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Rule 506(b) of Regulation D, and any other such shares will be issued in reliance on the same or another available exemption.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers.
On October 22, 2026, Marco Margiotta resigned as Chief Executive Officer and Charles Park resigned as Chief Financial Officer of the Company. Effective October 22, 2026, the Board appointed Curtis (Curt) Hopkins, Chief Executive Officer of McQueen Labs, as Interim Chief Executive Officer and Interim Chief Financial Officer of the Company.
Mr. Hopkins, age 58, has served as Chief Executive Officer and a director of McQueen Labs since March 4, 2024. He has over 30 years of experience in technology senior management and has been involved in seven technology, software and telecom companies, holding positions including Chief Executive Officer, Chairman, Executive Vice President and Chief Financial Officer. From 2021 to 2024, Mr. Hopkins was the co-founder, Chief Executive Officer and Senior Advisor of Zefiro Methane Corp., an environmental services and climate technology company, and a founding member of X Machina Capital Strategies, a private energy investment fund. From 2018 to 2021, he was Chairman of the board of directors of Sirenum Limited, a business software firm. He currently serves as a director of Consilium Ventures Limited, a management consultancy, and of Stewardship Services (UKET) Limited, the trading arm of a charity registered in England and Wales. Mr. Hopkins holds an MSc from the Georgia Institute of Technology.
Mr. Hopkins was appointed in connection with the LOI. He has no family relationship with any director or executive officer of the Company. As Chief Executive Officer and a director of McQueen Labs, Mr. Hopkins has an indirect interest in the McQueen Transaction described in Item 1.01, including the Deposit Shares.
In connection with the Dogecoin Labs transaction, Tim Stebbing resigned as a director of the Company, effective October 19, 2026, to join Dogecoin Labs. Mr. Stebbing was not an independent director and did not serve on any committee of the Board. Mr. Stebbing’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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Item 7.01. Regulation FD Disclosure.
On October 21, 2026, the Company issued a press release announcing the transactions with Dogecoin Labs and the Foundation described in this Current Report on Form 8-K, and on October 23, 2026, the Company issued a press release announcing the McQueen Transaction and the leadership changes described in Item 5.02. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 hereto. The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
Annual Meeting; Reverse Stock Split. The Company expects to file a proxy statement in connection with its annual meeting of stockholders that will include a proposal to approve a reverse split of its common stock. The Company is also evaluating financing alternatives and a corporate rebrand.
Forward-Looking Statements. This Current Report on Form 8-K contains forward-looking statements, including statements regarding the satisfaction of closing conditions and the completion of the transactions with Dogecoin Labs, the transfer of assets, the Company’s ability to make the Termination Payment, performance under the New License, the development of licensed products, the Company’s corporate name change, the negotiation of a definitive agreement for and completion of the McQueen Transaction, the achievement of milestones, receipt of stockholder approval, the Company’s ability to raise additional capital, the proposed reverse stock split and the Company’s leadership transition. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to obtain secured lender consents, the occurrence of an Insolvency Event, the availability of sufficient funds and financing, dilution from equity issuances, and the Company’s financial condition. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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: October 23, 2026 | HOUSE OF DOGE INC. | |
| By: | /s/ Curtis Hopkins | |
| Name: | Curtis Hopkins | |
| Title: | Interim Chief Executive Officer and Interim Chief Financial Officer | |
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