This is a distressed financing with punitive terms (25% OID, 12% interest, aggressive redemption rights). The company's market cap is ~$15M, making the offering size material. Expect significant dilution upon conversion. Monitor for potential default or further capital raises. The lock-up agreements may temporarily cap insider selling.
Price Chart
Executive Summary
Brag House Holdings issued $2.5M principal amount of senior secured convertible notes with a 25% original issue discount (net proceeds $1.875M) and 3M commitment shares in a private placement. The notes carry 12% interest, convert at $0.7101/share, and mature Feb 1, 2027. Proceeds will partially repay Yorkville debt and fund working capital. The financing terms are onerous and signal financial distress, with significant dilution risk.
Key Financial Metrics
Key Facts
- Aggregate principal amount of notes: $2,500,000 (net $1,875,000 after 25% OID)
- 3,000,000 commitment shares issued to purchasers
- Conversion price: $0.7101 per share
- Interest rate: 12% per annum (17.5% upon event of default)
- Maturity date: February 1, 2027
- Proceeds used for partial repayment of Yorkville debt, working capital, and corporate purposes
- Notes are senior secured but subordinated to Yorkville debt
- Lock-up agreements for directors and officers
Financial Impact
$2.5M principal (net $1.875M) offering; substantial potential dilution from conversion and commitment shares
Risk Factors
- High dilution risk from convertible notes and commitment shares
- Punitive interest rate and default provisions increase financial strain
- Subordination to Yorkville debt limits recovery for noteholders
- Potential delisting if Nasdaq listing requirements are not met
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001213900-26-053894 |
| Document: ea028977301ex4-1.htm | 0001213900-26-053894 |
| Document: ea028977301ex10-2.htm | 0001213900-26-053894 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jun 4, 2026 20w ago | 8-K | $4.25 $4.20 | ▲ +1.18% | ▲ +1.40% | — |
May 8, 2026 24w ago | 8-K | $4.81 $4.80 | ▲ +0.17% | ▲ +0.03% | — |
Apr 8, 2026 28w ago | Press Release | $3.36 $2.99 | ▼ −10.95% | ▼ −11.53% | — |
Apr 1, 2026 29w ago | DEFA14A | $2.95 $3.37 | ▲ +14.09% | ▲ +13.62% | — |
Mar 31, 2026 29w ago | 425 | $2.46 $2.95 | ▲ +19.81% | ▲ +19.72% | — |
Mar 24, 2026 31w ago | DEFA14A | $2.20 $2.28 | ▲ +3.64% | ▲ +5.42% | — |
US Market Status
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