Brag House Holdings Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 17, 2025, Brag House Holdings, Inc., (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“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 Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 10-K”) was not filed with the Securities and Exchange Commission by the required due date of April 15, 2025.
As a result of this delinquency of not timely filing the 2024 10-K, the Company now has until June 16, 2025 to submit a plan to regain compliance (the “Compliance Plan Due Date”) and if Nasdaq accepts such plan, Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 13, 2025, to regain compliance.
The Company intends to file the 2024 10-K prior to the Compliance Plan Due Date. However, in the event the Company is not able to file the 2024 10-K 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 October 13, 2025. If Nasdaq does not accept the Company’s plan, and the Company does not regain compliance with the Listing Rule prior to the Compliance Plan Due Date, Nasdaq could provide notice that the Company’s securities will become subject to delisting. If the Company receives notice that its securities are being delisted, Nasdaq rules permit the Company to appeal any delisting determination by Nasdaq staff to a hearings panel.
The notice has no immediate effect on the listing of the Company’s common stock on Nasdaq.
On April 23, 2025, the Company issued a press release regarding the Letter 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 April 23, 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: April 23, 2025 | BRAG HOUSE HOLDINGS, INC. | |
| By: | /s/ Lavell Juan Malloy, II | |
| Name: | Lavell Juan Malloy, II | |
| Title: | Chief Executive Officer | |
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