UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 27, 2025, Brag House Holdings, Inc. (the “Company”) received a deficiency letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) because the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Form 10-Q”) was not filed with the Securities and Exchange Commission by the required due date of May 15, 2025.
As a result of this delinquency of not timely filing the Form 10-Q, the Company now has 60 calendar days, or until July 28, 2025 (the “Compliance Plan Due Date”), to submit a plan to regain compliance and if Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the original due date of the Form 10-Q, or until November 17, 2025 to regain compliance.
The Company intends to file the Form 10-Q prior to the Compliance Plan Due Date. However, in the event the Company is not able to file the Form 10-Q by the Compliance Plan Due Date, the Company will submit such plan by the Compliance Plan Due Date. However, there is no assurance that Nasdaq will accept the Company’s plan to regain compliance or, if accepted, that the Company will be able to regain compliance with Nasdaq’s rules by July 28, 2025. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.
The Letter has no immediate effect on the listing of the Company’s common stock on Nasdaq.
On May 30, 2025, the Company issued a press release regarding the Letter and the Company’s strategic focus on Gen Z engagement and expansion of its Learfield partnership, which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated May 30, 2025 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 30, 2025 | BRAG HOUSE HOLDINGS, INC. | |
| By: | /s/ Lavell Juan Malloy, II | |
| Name: | Lavell Juan Malloy, II | |
| Title: | Chief Executive Officer | |
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