Brag House Holdings, Inc. Files Amended Annual Report (10-K/A): Key Details for Investors

Overview

Brag House Holdings, Inc. (“the Company”) has filed Amendment No. 1 to its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025. This filing updates the original 10-K submitted to the SEC on March 31, 2026. The sole purpose of the amendment is to correct the date on the Report of Independent Registered Public Accounting Firm (Marcum LLP), now properly reflecting the original audit opinion date of May 7, 2025. No other financial data or disclosures have been changed from the original filing.

Key Highlights for Investors

• Nature of Amendment: The amendment does not alter any financial statements, disclosures, or accounting matters. The only update is the correction of the date on the auditor’s report.
• Financial Statements: The financial position and results for the year ended December 31, 2025, remain unchanged. The consolidated balance sheet shows total assets of \$1,301,528 and total liabilities and stockholders’ equity of \$1,301,528.
• Net Loss: The Company reported a net loss per share of (\$1.31) for 2025, with a weighted average of 12,169,674 shares outstanding. This is a significant figure for shareholders and should be noted as it reflects ongoing operational losses.
• Stockholders’ Equity Movements: The statement of changes in stockholders’ equity shows various activities, including issuance and retirement of shares, stock-based compensation, and conversions of preferred stock and convertible debt. Notably, the company executed a large conversion of Series B Preferred Stock to Common Stock (7,327,245 shares) and exercised 2,099,257 warrants during the year.
• PIPE Offering and IPO Activities: The company raised capital through an IPO (net of \$1,176,800 in offering costs) and a PIPE (private investment in public equity) offering, with shares issued for both cash and services.
• Investments and Noncash Activities: Brag House made a substantial investment in equity securities of \$4,000,000 during 2025, funded in part by the conversion of \$6,765,772 in convertible debt and accrued interest to equity. The company also issued underwriter warrants valued at \$130,980 as part of its offering costs.
• Stock-Based Compensation: The company expensed \$963,500 in stock-based compensation related to stock options and other equity awards.
• Going Concern and Internal Controls: The company has not been subject to auditor attestation of internal controls under Section 404(b) of Sarbanes-Oxley, and it is a non-accelerated filer and a smaller reporting company.

Potential Price-Sensitive Information and Shareholder Impacts

• No Change to Underlying Financials or Business Outlook: The amendment does not alter any previously reported numbers, risk factors, or business updates. This means there is no new material information that would impact the company’s valuation or share price.
• Significant Net Loss and Stockholders’ Equity: The continued reporting of substantial net losses and active equity issuances (including conversions and PIPE offerings) highlight ongoing dilution risks for shareholders.
• Large Investments and Financing Activities: The \$4 million investment in equity securities and conversion of debt to equity are significant capital events but were previously disclosed and do not represent new developments in this amendment.

Conclusion

Investor Takeaway: This 10-K/A filing from Brag House Holdings, Inc. is administrative in nature, correcting only the audit opinion date and not changing any underlying numbers, risk disclosures, or business outlooks. There is no new price-sensitive information or additional risk introduced in this amendment. Investors should continue to monitor the company’s operational performance, capital-raising activities, and potential dilution from equity issuances as key factors in the company’s future value.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should review the full SEC filings and consult with their financial advisor before making investment decisions. The information herein is based on the company’s publicly filed documents as of the reporting date and does not reflect any subsequent events or developments.

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