Core Insights - Brag House Holdings, Inc. successfully concluded the "Brag Gators Gauntlet: Preseason Edition," enhancing engagement among Gen Z in gaming and college sports [1][4] - The event featured a tournament based on EA College Football 26, showcasing Gators student athletes and promoting community interaction [2][3] - The series will continue with a "Football Edition" in the fall, integrating Name, Image, and Likeness (NIL) opportunities with digital engagement [6][7] Event Highlights - The tournament took place virtually on July 19, 2025, and included participation from notable Gators athletes discussing their experiences [2][3] - Participants competed for scholarships and cash prizes, with the champion receiving $1,000 and additional prizes for second and third places [4] - A Charity Match was held, resulting in a $500 donation to the B. Lou Foundation, showcasing the positive impact of the gaming community [5] Strategic Focus - Brag House aims to redefine fan engagement by merging college sports with gaming, creating new opportunities for students and universities [7] - The company emphasizes building authentic, gamified experiences that connect fans, students, and university athletics [4][6] - Learfield, a partner in the event, enhances college athletics through its extensive media and technology platforms, driving revenue and fan engagement [8][9]

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

Core Insights - Brag House Holdings, Inc. is a media-tech platform focused on engaging Gen Z through gaming and college sports [1][2] - The company is set to feature its CEO on Bloomberg TV, highlighting its innovative approach to brand engagement [1] Company Overview - Brag House is transforming casual college gaming into a community-driven experience, merging gaming, social interaction, and technology [4] - The platform aims to create immersive digital experiences that foster authentic engagement with brands targeting Gen Z [2][4] Unique Selling Points - Brag House has established elite partnerships with major brands like Coca-Cola and McDonald's, validating its platform's effectiveness [5] - The company boasts engagement metrics that achieve CPC and CPM rates significantly below industry norms, providing superior value to brand partners [5] - A strategic alliance with Learfield has facilitated national expansion across over 200 universities, enhancing the platform's reach [5] - Brag House employs a multi-tiered monetization strategy and scalable B2B data solutions, unlocking new revenue streams for partners [5] - Positioned at the intersection of gaming, advertising, and analytics, Brag House is poised to influence the future of digital brand engagement [5]

Core Viewpoint - Brag House Holdings, Inc. has received coverage initiation from Zacks Small-Cap Research, highlighting its innovative approach to engage Gen Z through gaming and college sports [1][2][3] Company Overview - Brag House is a media technology gaming platform focused on transforming casual college gaming into a community-driven experience, merging gaming, social interaction, and technology [4] - The company aims to connect brands with the influential Gen Z demographic [4] Recognition and Validation - The initiation of coverage by Zacks Small-Cap Research is seen as a validation of Brag House's vision and recent milestones, including a partnership with Learfield [3][5] Strategic Focus - Brag House's strategic focus on Gen Z is emphasized, with this demographic expected to represent a significant portion of the workforce by 2030 and projected to hold $360 billion in disposable income [6] Partnerships and Market Reach - The partnership with Learfield is noted for granting access to media rights across over 200 NCAA Division schools, thereby expanding Brag House's national reach [6] Growth Prospects - Anticipated revenue growth is outlined through B2B sponsorships, collegiate tournaments, and the future launch of a SaaS-based analytics platform aimed at delivering actionable insights to brands [6] Market Opportunity - Zacks estimates Brag House's target market at $6.7 billion, indicating a sizable niche within a rapidly expanding segment [6]

Core Insights - Brag House Holdings, Inc. is launching a secure digital asset platform as part of its Name, Image, and Likeness (NIL) initiative to enhance monetization strategies and engage Gen Z [1][2] - The NIL market is projected to grow to $1.5 billion by 2027, with 95% of NCAA athletes currently receiving little to no NIL compensation, indicating a significant opportunity for the company [3][4] Company Strategy - The initiative leverages Brag House's partnership with Learfield across 200+ NCAA campuses, allowing student-athletes to monetize digital assets like highlight reels and authenticated collectibles [2][4] - The platform aims to create a scalable revenue model by retaining transaction fees and recurring royalties from secondary marketplace activities [2][3] Technological Implementation - Athletes will use a no-code interface to mint and sell digital assets directly to fans, with automated smart contract systems facilitating transactions [4][6] - The company is exploring next-gen digital platforms that offer low fees and reliable verification systems to enhance user experience [4] Market Positioning - The NIL initiative aligns with Brag House's strategic roadmap, which includes building a Gen Z community, scaling B2B solutions, monetizing engagement, and activating proprietary data [5] - The company emphasizes that this initiative is about capturing value rather than chasing trends, leveraging its existing engagement with Gen Z [5] Future Plans - Initial NIL activations are expected to launch on select campuses in late 2025, with full platform capabilities anticipated to go live in early 2026 [6]

Core Viewpoint - Brag House Holdings, Inc. is launching a Name, Image, and Likeness (NIL) initiative aimed at helping student-athletes monetize their personal brands through digital collectibles and blockchain technology [1][2][3] Group 1: NIL Initiative Overview - The initiative seeks to empower student-athletes to connect directly with fans and generate revenue through authenticated digital collectibles and unique fan experiences [3][4] - Brag House aims to simplify the creation of digital collectibles using a no-code interface while ensuring compliance with NCAA and other regulations [4][5] - The platform will utilize secure digital ledger technology to facilitate transparent and efficient payments directly to student-athletes' wallets [6] Group 2: Market Context and Growth Potential - The NIL market was valued at approximately $917 million in 2022 and is projected to exceed $1.5 billion by 2027, indicating significant growth potential [7] - The global NFT trading volume surpassed $24 billion in 2023, with sports collectibles being a rapidly growing segment [7] - With over 20 million college students and half a million NCAA athletes in the U.S., the opportunity for Brag House to connect student-athletes with fans through blockchain-backed assets is substantial [8] Group 3: Future Plans and Collaborations - The NIL initiative is set to pilot with select campuses in late 2025, with further updates and collaborations with student-athletes expected as the infrastructure develops [10] - Brag House plans to enhance its NIL opportunities through various campus activations, including the Brag Gators Gauntlet Series and branded loyalty token integrations [11]

Core Viewpoint - Brag House Holdings, Inc. is actively working on its Quarterly Report for the fiscal quarter ended March 31, 2025, while addressing compliance issues with Nasdaq due to delayed filings [1][2]. Company Compliance and Reporting - On May 27, 2025, Brag House received a notice from Nasdaq for non-compliance with Listing Rule 5250(c)(1) due to the delayed filing of its Form 10-Q [2]. - The company plans to file its Form 10-Q before the compliance plan submission deadline of July 28, 2025, ensuring no immediate effect on its stock listing [2]. Leadership Commitment - CEO Lavell Juan Malloy II emphasized the company's commitment to transparency and compliance with SEC reporting obligations, highlighting the team's efforts to complete necessary disclosures while focusing on strategic goals [3]. Engagement Initiatives - Brag House launched the Brag Gators Gauntlet: Baseball Edition in partnership with Florida Gators Athletics, featuring a Fortnite tournament that attracted strong participation from students and alumni [4]. - The event served as a gamified digital tailgate, enhancing engagement for college sports fans [4]. - Following the success of the inaugural event, Brag House plans to host the next activation on July 19, 2025, and aims to roll out additional events at various universities throughout 2025 [5]. Company Overview - Brag House is a media technology gaming platform focused on transforming casual college gaming into a community-driven experience, integrating gaming, social interaction, and technology [6]. - The platform aims to foster meaningful engagement between users and brands, particularly targeting the influential Gen Z demographic [6].