Highlights

  • Brag House secured USD 15 million in gross proceeds through a private placement with twelve accredited investors.
  • The financing includes Series B Convertible Preferred Stock and warrants exercisable at USD 0.817 per share.
  • Proceeds will support general corporate needs, including working capital.

Brag House Holdings, Inc. (NASDAQ: TBH) has announced a USD 15 million private placement through a securities purchase agreement with twelve accredited investors. The company clarified that the financing involves multiple investors, not a single party as previously stated. Gross proceeds are expected to total approximately USD 15 million, prior to deducting fees and offering expenses.

The company, which operates a Gen Z-focused engagement platform at the intersection of gaming, college sports, and digital media, plans to use the net proceeds for general corporate purposes, including working capital.

Under the agreement terms, Brag House is selling a total of 15,000 shares of its Series B Convertible Preferred Stock. These are convertible into 15,923,567 common shares at a conversion price of USD 0.942 per share. Each unit, priced at USD 1,000, includes one share of Series B Preferred Stock and warrants to purchase an equal number of common shares.

The issued warrants are immediately exercisable at USD 0.817 per share and will remain valid for five years from the issuance date. Revere Securities LLC served as the sole placement agent for the transaction.

The securities involved in the private placement have not been registered under the Securities Act of 1933 or applicable state laws. They are restricted from being offered or sold in the United States unless registered or exempt under federal securities laws. Brag House has committed to filing one or more registration statements with the U.S. Securities and Exchange Commission to allow for resale of the shares tied to the preferred stock conversion and warrant exercises.

Brag House describes itself as a media technology platform focused on turning casual college gaming into a community-centric experience. Through interactive experiences, livestream content, and data integration, it helps brands engage with the Gen Z audience in a culturally relevant environment.