NEW YORK, Sept. 09, 2025 (GLOBE NEWSWIRE) -- Brag House Holdings, Inc. (NASDAQ: TBH) (“Brag House” or the “Company”), the Gen Z engagement platform at the intersection of gaming, college sports, and digital media, today announced a $4 million investment in CleanCore Solutions’ Foundation-backed Dogecoin treasury model through the purchase of pre-funded warrants. The investment provides exposure to Dogecoin alongside leading institutional and digital asset investors, and the Company believes it will strength ...

NEW YORK, Aug. 20, 2025 (GLOBE NEWSWIRE) -- Brag House Holdings, Inc. (NASDAQ: TBH) ("Brag House" or the "Company"), the Gen Z engagement platform operating at the intersection of gaming, college sports, and digital media, announced today a change to its Board of Directors. The Board approved the appointment of Scott D. Woller as an independent director. In addition, the Company announced that Daniel Fidrya has resigned from his position as a member of the Company's Board of Directors, effective immediately ...

PART I [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The unaudited condensed consolidated financial statements reflect improved equity, increased losses, and significant cash inflows post-IPO [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show a significant improvement in financial position, moving from a stockholders' deficit to a surplus post-IPO Condensed Consolidated Balance Sheets (Comparison) | Metric | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $1,548,645 | $29,228 | | Total Current Assets | $1,864,989 | $82,227 | | Total Assets | $2,254,160 | $1,301,528 | | **Liabilities & Stockholders' Equity** | | | | Total Current Liabilities | $1,353,425 | $9,757,813 | | Total Liabilities | $1,353,425 | $9,757,813 | | Total Stockholders' Equity (Deficit) | $900,735 | ($8,456,285) | - The company's financial position improved significantly, moving from a stockholders' deficit of **($8.46 million)** at the end of 2024 to a surplus of **$0.90 million** by June 30, 2025, driven by convertible debt conversion and IPO proceeds[14](index=14&type=chunk) - Total liabilities decreased dramatically from **$9.76 million** to **$1.35 million**, primarily due to the conversion of convertible debt into equity following the IPO[14](index=14&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The statements of operations indicate no revenue and a higher net loss, primarily due to increased operating expenses post-IPO Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Total Revenues | $0 | $55 | | Total Operating Expenses | $2,226,205 | $640,417 | | Net Loss | ($2,772,890) | ($1,991,124) | | Net Loss per Share | ($0.30) | ($0.35) | Statements of Operations Highlights (Three Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Total Revenues | $0 | $0 | | Total Operating Expenses | $1,641,735 | $408,612 | | Net Loss | ($1,705,217) | ($956,963) | | Net Loss per Share | ($0.16) | ($0.17) | - Operating expenses for the six months ended June 30, 2025, increased significantly to **$2.23 million** from **$0.64 million** in the prior year period, driven by higher advertising, legal, professional, and SG&A costs following the company's IPO[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) The cash flow statement highlights significant cash inflows from financing activities, primarily from the IPO, offsetting operational cash usage Cash Flow Summary (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Net Cash Used In Operating Activities | ($3,226,885) | ($184,534) | | Net Cash Provided By Financing Activities | $4,746,302 | $158,818 | | Net change in cash | $1,519,417 | ($25,716) | | Cash at end of period | $1,548,645 | $8,173 | - Financing activities provided **$4.75 million** in cash, primarily from the **$6.79 million** gross proceeds from the IPO, net of offering costs[19](index=19&type=chunk) - A significant non-cash financing activity was the conversion of **$6.77 million** of convertible debt and accrued interest into common stock[19](index=19&type=chunk) [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=12&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) The notes detail the IPO, 'going concern' warning, amended technology agreements, debt conversion, and a subsequent PIPE financing - **Going Concern:** The company has an accumulated deficit of **$17.4 million** as of June 30, 2025, and has incurred recurring net losses and negative cash flows, raising substantial doubt about its ability to continue as a **going concern** for the next twelve months[31](index=31&type=chunk)[35](index=35&type=chunk) - **Initial Public Offering (IPO):** The company completed its IPO on March 7, 2025, raising gross proceeds of **$5.9 million** from the initial sale and an additional **$0.89 million** from the over-allotment option, for total net proceeds of approximately **$5.6 million** after underwriting discounts and expenses[26](index=26&type=chunk)[29](index=29&type=chunk)[102](index=102&type=chunk) - **Technology Agreements:** In May 2025, the company amended its agreements with Artemis and EVEMeta, paying **$0.25 million** in cash to eliminate a minimum share price guarantee, which settled a stock-based compensation liability and resulted in a **$0.13 million** other expense[60](index=60&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) - **Debt Conversion:** Upon the IPO in March 2025, the entire balance of convertible debt and accrued interest, totaling approximately **$6.7 million**, was converted into 1,912,176 shares of common stock[137](index=137&type=chunk) - **Subsequent Event - PIPE Financing:** On July 24, 2025, the company entered into an agreement for a private placement (PIPE) to sell 15,000 units of Series B Convertible Preferred Stock and warrants for total gross proceeds of **$15 million**[33](index=33&type=chunk)[167](index=167&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=44&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses its college gamer market strategy, post-IPO operational results, liquidity concerns, and acknowledged material weaknesses - The company's business strategy focuses on creating a community-driven gaming platform for casual college gamers, with a monetization plan based on brand partnerships and a scalable data insights SaaS model, with a beta version expected in **Q1 2026**[169](index=169&type=chunk)[175](index=175&type=chunk) - A strategic partnership with Learfield was initiated in May 2025, aiming to leverage Learfield's college network to generate sponsorship revenue and access data for the company's evolving data insight model[174](index=174&type=chunk)[201](index=201&type=chunk) Comparison of Operating Results (Six Months Ended June 30) | Metric | 2025 ($) | 2024 ($) | | :--- | :--- | :--- | | Revenue | $0 | $55 | | Operating Expenses | $2,226,205 | $640,417 | | Net Loss | ($2,772,890) | ($1,991,124) | - The increase in operating expenses in 2025 is attributed to higher spending on SG&A, legal, professional, marketing, and software development as the company scaled operations following its March 2025 IPO[189](index=189&type=chunk) - Management acknowledges material weaknesses in internal controls related to cash disbursements, income tax accounting, complex debt/equity transactions, and cybersecurity, and has initiated a remediation plan[211](index=211&type=chunk)[229](index=229&type=chunk) - Despite raising funds through its IPO, the company's recurring losses and negative cash flows raise substantial doubt about its ability to continue as a **going concern**, with future operations dependent on generating revenue and potentially raising more capital[197](index=197&type=chunk)[224](index=224&type=chunk)[226](index=226&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=55&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company does not hold derivative instruments or engage in hedging activities - The company does not hold derivative instruments or engage in hedging activities[228](index=228&type=chunk) [Item 4. Controls and Procedures](index=55&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were ineffective as of June 30, 2025, due to material weaknesses, with no material changes - As of June 30, 2025, the company's disclosure controls and procedures were determined to be ineffective[229](index=229&type=chunk) - The ineffectiveness is due to material weaknesses in several areas, including: review of cash disbursements, controls over income tax accounts, recording of complex debt/equity transactions, and lack of cybersecurity policies[229](index=229&type=chunk) - No material changes were made to the company's internal control over financial reporting during the quarter ended June 30, 2025[231](index=231&type=chunk) PART II [Item 1. Legal Proceedings](index=56&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no pending or threatened legal proceedings that could materially affect the business - There are no material legal proceedings pending or threatened against the company[233](index=233&type=chunk) [Item 1A. Risk Factors](index=56&type=section&id=Item%201A.%20Risk%20Factors) The company requested an investigation into potential illegal naked short selling of its stock, with the outcome pending - On May 14, 2025, the company requested an investigation by regulators (SEC, FINRA, Nasdaq) into potential illegal naked short selling of its stock[234](index=234&type=chunk) - The outcome of the investigation request is pending[234](index=234&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=56&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities during the period that were not previously reported - There were no unregistered sales of equity securities during the quarter that have not been previously reported[235](index=235&type=chunk) [Item 3. Defaults Upon Senior Securities](index=57&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable - Not applicable[238](index=238&type=chunk) [Item 4. Mine Safety Disclosures](index=57&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable - Not applicable[238](index=238&type=chunk) [Item 5. Other Information](index=57&type=section&id=Item%205.%20Other%20Information) This item is not applicable - Not applicable[239](index=239&type=chunk) [Item 6. Exhibits](index=57&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files - The report includes required certifications from the CEO and CFO pursuant to Sarbanes-Oxley Sections 302 and 906[241](index=241&type=chunk) - Amendments to the Master Services Agreement and EVEMeta Agreement are referenced as exhibits[241](index=241&type=chunk)

Core Viewpoint - Brag House Holdings, Inc. has regained compliance with Nasdaq's minimum bid price requirement, confirming its stock price has maintained a closing bid price of at least $1.00 for 10 consecutive business days [1][2]. Company Overview - Brag House is a media technology gaming platform focused on transforming casual college gaming into a community-driven experience, targeting the Gen Z demographic [3]. - The platform integrates gaming, social interaction, and technology, offering features like live-streaming, gamification, and custom tournament services to enhance user engagement and brand connection [3].

Core Points - Brag House Holdings, Inc. has successfully closed a private investment in public equity (PIPE) financing, raising approximately $15 million in gross proceeds [1] - The net proceeds from the offering will be utilized for general corporate purposes, including working capital [2] - The company sold 15,000 shares of Series B Convertible Preferred Stock, which can be converted into 15,923,567 shares of common stock at a conversion price of $0.942 per share [3] - Each unit sold consists of one share of Series B Convertible Preferred Stock and one warrant, priced at $1,000 per unit [3] - The warrants are immediately exercisable at an exercise price of $0.817 per share and will expire in five years [3] - Revere Securities LLC acted as the sole placement agent for the PIPE financing [4] - The securities offered have not been registered under the Securities Act and are available only to accredited investors [5] Company Overview - Brag House is a media technology gaming platform focused on transforming casual college gaming into a community-driven experience [7] - The platform integrates gaming, social interaction, and technology to create an engaging environment for casual gamers and brands targeting the Gen Z demographic [7] - Features include live-streaming capabilities, gamification, and custom tournament services to enhance user and brand engagement [7]

NEW YORK, July 30, 2025 (GLOBE NEWSWIRE) -- Brag House Holdings, Inc. ("Brag House") (NASDAQ: TBH), the Gen Z engagement platform at the intersection of gaming, college sports, and digital media, today announced the successful conclusion of the "Brag Gators Gauntlet: Preseason Edition." This second installment of the Gauntlet series, held in partnership with Gators Athletics and Learfield, took place virtually on Saturday, July 19, 2025. Building on the momentum from the inaugural Baseball Edition on May 17 ...

Core Points - Brag House Holdings, Inc. has entered into a securities purchase agreement with twelve accredited investors for a PIPE financing expected to yield approximately $15 million in gross proceeds [1] - The net proceeds from the offering will be used for general corporate purposes, including working capital [2] Securities Details - The company is selling 15,000 shares of Series B Convertible Preferred Stock, convertible into 15,923,567 shares of common stock at a conversion price of $0.942 per share [3] - The offering includes 15,923,567 warrants to acquire the same number of common stock shares, with an exercise price of $0.817 per share, expiring five years from issuance [3] Placement Agent - Revere Securities LLC acted as the sole placement agent for the PIPE financing [4] Regulatory Information - The securities offered have not been registered under the Securities Act and are only available to accredited investors [5] - The company plans to file registration statements with the SEC for the resale of unregistered shares [5] Company Overview - Brag House is a media technology platform focused on transforming college gaming into a community-driven experience, connecting brands with the Gen Z demographic through gamified experiences and live-streaming content [7]

Core Viewpoint - Brag House Holdings, Inc. has entered into a PIPE financing agreement with an institutional investor, expected to generate approximately $15 million in gross proceeds for the company [1]. Group 1: Financing Details - The company is selling 15,000 shares of Series B Convertible Preferred Stock, which can be converted into 15,923,567 shares of common stock at a conversion price of $0.942 per share [3]. - The purchase price for one unit, consisting of one share of Series B Convertible Preferred Stock and the same number of warrants, is $1,000 [3]. - The warrants are exercisable immediately at an exercise price of $0.817 per share and will expire five years from issuance [3]. Group 2: Use of Proceeds - The net proceeds from the offering will be used for general corporate purposes, including working capital [2]. Group 3: Regulatory Information - The securities offered have not been registered under the Securities Act of 1933 and are only available to accredited investors [5]. - The company plans to file registration statements with the SEC for the resale of unregistered shares from the conversion of Series B Preferred Stock and the exercise of warrants [5]. Group 4: Company Overview - Brag House is a media technology platform focused on transforming college gaming into a community-driven experience, connecting brands with the Gen Z demographic through gamified experiences and live-streaming content [7].

Core Insights - Brag House Holdings, Inc. has emerged from its IPO with a strong financial position, holding $3.5 million in cash and eliminating $6.6 million in convertible debt, positioning itself for scalable growth in the $6.7 billion Gen Z market [1][9]. Financial Performance - The company reported a significant balance sheet improvement post-IPO, moving from an $8.5 million deficit to a $1.6 million surplus in stockholders' equity [9]. - The net proceeds from the IPO have bolstered the company's cash reserves, enhancing its financial foundation [9]. Strategic Initiatives - Brag House secured a strategic partnership with Learfield Communications, gaining access to over 200 NCAA collegiate properties, which will support its multi-layered revenue model [4][6]. - The company is preparing to launch the Brag Gators series in alignment with the college football season, following successful beta activations [5]. Market Positioning - Zacks Small-Cap Research initiated coverage on Brag House with a valuation target of $4.40, indicating significant upside potential compared to the current share price [7]. - The company is positioned to scale into a $6.7 billion Total Addressable Market focused on Gen Z, leveraging its unique model and data-driven insights [8].

PART I - FINANCIAL INFORMATION This section presents the unaudited condensed consolidated financial statements and related disclosures for the company [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Q1 2025: zero revenue, **$1.07 million** net loss; post-**IPO** financial improvement, but **going concern** risk persists [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Post-**IPO**, balance sheet improved: cash to **$3.46 million**, liabilities reduced to **$2.10 million** Condensed Consolidated Balance Sheet Highlights (Unaudited) | Metric | March 31, 2025 (USD) | December 31, 2024 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $3,458,017 | $29,228 | | Total Current Assets | $3,548,604 | $82,227 | | Total Assets | $3,708,944 | $1,301,528 | | **Liabilities & Equity** | | | | Total Current Liabilities | $2,102,249 | $9,757,813 | | Total Liabilities | $2,102,249 | $9,757,813 | | Total Stockholders' Equity (Deficit) | $1,606,695 | $(8,456,285) | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Q1 2025: no revenue, **$1.07 million** net loss, primarily due to increased operating expenses Statement of Operations Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | | :--- | :--- | :--- | | Total Revenues | $0 | $55 | | Total Operating Expenses | $584,470 | $232,014 | | Interest Expense | $438,709 | $802,153 | | Net Loss | $(1,067,673) | $(1,034,161) | | Net Loss per Share | $(0.14) | $(0.18) | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025: **$1.77 million** cash used in operations, offset by **$5.20 million** **IPO** financing, cash balance at **$3.46 million** Cash Flow Summary (Unaudited) | Metric | Three Months Ended Mar 31, 2025 (USD) | Three Months Ended Mar 31, 2024 (USD) | | :--- | :--- | :--- | | Net Cash (Used In) Provided By Operating Activities | $(1,767,013) | $56,348 | | Net Cash Provided By Financing Activities | $5,195,802 | $72,844 | | Net change in cash | $3,428,789 | $129,192 | | Cash at the end of the period | $3,458,017 | $163,081 | - The company completed its **IPO**, raising **$6,785,000** in proceeds. After accounting for offering costs, this was the primary source of financing during the quarter[20](index=20&type=chunk) - A significant non-cash financing activity was the conversion of **$6,611,405** in convertible debt and accrued interest into common stock upon the **IPO**[20](index=20&type=chunk) [Notes to the Condensed Consolidated Financial Statements (Unaudited)](index=11&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Notes detail esports business, March 2025 **IPO** (**$6.8 million** raised), persistent **going concern** risk, and stock-based tech agreements - The company completed its **IPO** on March 7, 2025, selling **1,475,000 shares** at **$4.00 per share**, with an additional **221,250 shares** sold to cover over-allotments, raising total gross proceeds of approximately **$6.79 million**[27](index=27&type=chunk)[30](index=30&type=chunk)[94](index=94&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a **going concern** due to its history of net losses and negative cash flows from operations. Future operations are dependent on generating sufficient revenue or raising additional capital[32](index=32&type=chunk)[35](index=35&type=chunk) - The company entered into technology purchase agreements with Artemis and EVEMeta, issuing a combined **1,250,000 shares** valued at **$5 million** as consideration for software development and licensing. These agreements include a minimum value guarantee, creating a stock-based compensation liability[80](index=80&type=chunk)[81](index=81&type=chunk) - In connection with the **IPO**, the entire outstanding balance of convertible debt and accrued interest, totaling **$6,611,405**, was converted into **1,912,176 shares** of common stock[125](index=125&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses college esports platform strategy, Learfield partnership, planned **SaaS** model, and reiterates **going concern** risks - The company's business strategy is to operate a vertically integrated platform for casual college gamers, creating community-driven experiences to attract the Gen Z audience and brand sponsors[162](index=162&type=chunk)[163](index=163&type=chunk) - A strategic partnership with Learfield was secured for 2025 events, aiming to leverage its college network for sponsorship revenue and data insights. The first activation occurred in May 2025[167](index=167&type=chunk)[185](index=185&type=chunk) - Post-**IPO**, the company is developing a scalable data insights monetization **SaaS** model, with a beta version anticipated in Q1 2026, intended to create a recurring revenue stream[168](index=168&type=chunk) - Management acknowledges that historical losses and minimal revenue raise substantial doubt about the company's ability to continue as a **going concern** for the next twelve months. If adequate funds are not available, the company may need to curtail or cease operations[189](index=189&type=chunk)[206](index=206&type=chunk)[208](index=208&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company has minimal market risk exposure, holding no derivative instruments and engaging in no hedging activities - The company does not hold derivative instruments or engage in hedging activities[210](index=210&type=chunk) [Item 4. Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls were ineffective as of March 31, 2025, due to **material weaknesses** in cash, tax, complex transactions, and cybersecurity - Disclosure controls and procedures were concluded to be ineffective as of March 31, 2025[211](index=211&type=chunk) - **Material weaknesses** were identified in several areas, including: review of cash disbursements, controls over income tax accounts, accounting for complex transactions, and lack of cybersecurity policies[211](index=211&type=chunk) PART II - OTHER INFORMATION This section covers legal proceedings, risk factors, equity sales, and other required disclosures [Item 1. Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) There are no material pending or threatened legal proceedings against the company or its officers - There are no material legal proceedings pending or threatened against the company[215](index=215&type=chunk) [Item 1A. Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) New risks: **Nasdaq** minimum bid deficiency, late **10-Q** filing, and request for investigation into potential naked short selling - On May 15, 2025, the company received a deficiency letter from **Nasdaq** for its stock price falling below the **$1.00** minimum bid requirement for **30** consecutive business days[216](index=216&type=chunk) - The company has a **180-day** grace period, until November 11, 2025, to regain compliance by having its closing bid price meet or exceed **$1.00** for at least ten consecutive business days[218](index=218&type=chunk) - On May 14, 2025, the company requested that the **SEC**, **FINRA**, and **Nasdaq** investigate potential illegal naked short selling of its stock[222](index=222&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities occurred during the reporting period - There were no unregistered sales of equity securities during the period covered by the report[223](index=223&type=chunk) [Item 3. Defaults Upon Senior Securities](index=50&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item is not applicable as the company has no defaults on senior securities to report [Item 4. Mine Safety Disclosures](index=50&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's operations [Item 5. Other Information](index=50&type=section&id=Item%205.%20Other%20Information) This item is not applicable as the company has no other information to report [Item 6. Exhibits](index=50&type=section&id=Item%206.%20Exhibits) This section indexes exhibits filed with or incorporated by reference into the **Form 10-Q**, including corporate governance and material agreements