NEW YORK, May 28, 2026 (GLOBE NEWSWIRE) -- Brag House Holdings, Inc. (NASDAQ: TBH), ("Brag House" or the "Company"), the next generation engagement platform operating at the intersection of gaming, college sports, and digital media, today announced that it will effect a 1-for-8 reverse stock split of its outstanding shares of common stock. The reverse stock split will become effective at 5:30am ET on June 1, 2026. The common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market ("Nasdaq") under the same symbol "TBH" when the market opens on June 1, 2026, with the new CUSIP number 104813308.
The reverse stock split was approved by the Company's stockholders at the Company's special meeting of its stockholders, held on April 7, 2026. The reverse stock split is intended to increase the per share trading price of the Company's common stock to satisfy the $1.00 minimum bid price requirement for continued listing on Nasdaq. The reverse stock split will reduce the number of outstanding shares of the Company's common stock from 27,069,563 shares pre-reverse split to approximately 3,383,695 shares post-reverse split.
The number of authorized shares of common stock and the par value per share will remain unchanged. As a result of the reverse stock split, every eight shares of the Company's pre-reverse split common stock will be combined and reclassified into one share of common stock, as applicable. Proportionate voting rights and other rights of holders of the Company's common stock will not be affected by the reverse stock split. Holders of fractional shares of common stock will be paid cash in lieu of shares.
All equity awards outstanding and common stock reserved for issuance under the Company's equity incentive plans and warrants outstanding immediately prior to the reverse stock split will be appropriately adjusted by dividing the number of affected shares of common stock by eight and, as applicable, multiplying the exercise price by eight, as a result of the reverse stock split.
The Company's transfer agent, VStock Transfer, LLC, is acting as exchange agent for the reverse stock split and will send instructions to stockholders of record regarding the exchange of certificates for common stock for uncertificated shares of common stock. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the brokers' particular processes, and will not be required to take any action in connection with the reverse stock split.
Additional information about the reverse stock split can be found in the Company's proxy statement/prospectus contained in the Registration Statement on Form S-4, as amended, initially filed with the U.S. Securities and Exchange Commission (the "SEC") on December 12, 2025, and declared effective by the SEC on February 5, 2026. The proxy statement/prospectus is available at www.sec.gov or at the Company's website at www.braghouse.com.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains forward-looking statements that are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks, trends, and uncertainties that could cause actual results to be materially different from the forward-looking statements contained in this press release, including but not limited to, the timing of the Company's reverse stock split; general economic, and industry or political conditions in the United States or internationally; and the occurrence of future events or circumstances, as well as other risk factors and business considerations described in the Company's SEC filings, including its Annual Report on Form 10-K. Any forward-looking statements in this press release should be evaluated in light of these important risk factors. In addition, any forward-looking statements included in this press release represent the Company's views only as of the date of its publication and should not be relied upon as representing its views as of any subsequent date. The Company assumes no obligation to update these forward-looking statements, except as required by law.
About Brag House
Brag House is a leading media technology gaming platform dedicated to transforming casual college gaming into a vibrant, community-driven experience. By seamlessly merging gaming, social interaction, and cutting-edge technology, the Company provides an inclusive and engaging environment for casual gamers while enabling brands to authentically connect with the influential Gen Z demographic. The platform offers live-streaming capabilities, gamification features, and custom tournament services, fostering meaningful engagement between users and brands. For more information, please visit www.braghouse.com.
MEDIA CONTACTS
Investor Relations Contact
Brag House Holdings
ir@thebraghouse.com
