Brag House Says On December 4, 2025 Co. Enters Purchase Agreement With House Of Doge And Institutional Investor; May Sell Up To $100M In New Shares

Entry into a Material Definitive Agreement.

 

On December 4, 2025, Brag House Holdings, Inc. (the "Company") entered into an agreement (the "Purchase Agreement") by and among the Company, House of Doge Inc., ("HOD"), and an institutional investor (the "Investor"). Under the terms and subject to the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to the lesser of (a) $100,000,000 in aggregate gross purchase price of newly issued shares of the Company's common stock (the "Equity Line Securities") and (b) the Exchange Cap (as defined in the Purchase Agreement).

 

Upon the initial satisfaction of the conditions set forth in the Purchase Agreement (the "Commencement"), including that the initial registration statement required to be filed by the Company pursuant to the Registration Rights Agreement (as defined below) described under "Registration Rights Agreement" below has been declared effective by the Securities and Exchange Commission, the Company will have the right, but not the obligation, from time to time at its sole discretion over the 36-month period beginning on the date the Commencement occurs (the "Commencement Date"), to direct the Investor to purchase a specified number of Equity Line Securities, not to exceed certain limitations as set forth in the Purchase Agreement (each, a "Purchase"). Any such direction will be made by the Company timely delivering written notice to the Investor (each, a "Purchase Notice") prior to 9:00 a.m., New York City time, on any trading day (each, a "Purchase Date"), subject to certain requirements as set forth in the Purchase Agreement. 

 

From and after Commencement, the Company will control the timing and amount of any sales of its Common Shares to the Investor. Actual sales of the Company's Common Shares to the Investor under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Securities and determinations by the Company as to the appropriate sources of funding for the Company's business and operations.