House of Doge (HODO) risk factors, FY2025 10-K

Risks Relating to Our Business

1. 01We have not produced significant revenues. This makes it difficult to evaluate our future prospects and increases the risk that we will not be successful
2. 02Our history of recurring losses and anticipated expenditures raises substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern requires that we obtain sufficient funding to finance our operations64% rewritten
3. 03We may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses and expected future losses have had, and will continue to have, an adverse effect on our financial conditionNew
4. 04Our failure to maintain compliance with Nasdaq’s continued listing requirements could result in the delisting of our securitiesNew
5. 05The loss of or a substantial reduction in activity by one or more of our largest clients, vendors and/or sponsors could materially and adversely affect our business, financial condition and results of operationsNew
6. 06Our quarterly financial results have fluctuated in the past and we expect our financial results to fluctuate in the future. These fluctuations may be due to a variety of factors, some of which are outside of our control and may not fully reflect the underlying performance of our business
7. 07We are subject to risks associated with operating in a rapidly developing industry and a relatively new market30% rewritten
8. 08Our revenue model may not remain effective, and we cannot guarantee that our future monetization strategies will be successfully implemented or generate sustainable revenues and profit43% rewritten
9. 09Our marketing and advertising efforts may fail to resonate with amateur gamers and creators
10. 10Technology changes rapidly in our business and if we fail to anticipate or successfully implement new technologies or adopt new business strategies, technologies or methods, the quality, timeliness and competitiveness of our amateur tournaments may suffer
11. 11We have a community culture that is vital to our success. Our operations may be materially and adversely affected if we fail to maintain this community culture as we expand in our addressable gamer communities
12. 12We operate in the entertainment and gaming industries, both of which are intensely competitive. Our users may prefer our competitors’ offerings over our own
13. 13We currently have only limited license agreements with game publishers, and may not in the future enter into additional license agreements. Failure to do so may require us to modify, limit, or discontinue certain services, which could materially affect our business, financial conditions and results of operations
14. 14Our growth will depend on our ability to attract and retain users, and the loss of our users, failure to attract new users in a cost-effective manner, or failure to effectively manage our growth could adversely affect our business, financial condition, results of operations and prospects
15. 15The ability to grow our business is dependent in part on the success and availability of mass media channels developed by third parties, as well as our ability to develop commercially successful content and amateur tournaments21% rewritten
16. 16If we fail to maintain and enhance our brand or if we incur excessive expenses in this effort, our business, results of operations and prospects may be materially and adversely affected23% rewritten
17. 17Negative gamer perceptions about our brand, gaming platform, amateur tournaments and/or business practices may damage our business and increase the costs incurred in addressing gamer concerns
18. 18Our business could be adversely affected if our data privacy and security practices are not adequate, or perceived as being inadequate, to prevent data breaches, or by the application of data privacy and security laws generally30% rewritten
19. 19A failure of Brag House’s information technology (IT) and data security infrastructure could adversely impact our business, operations, and reputation
20. 20We rely on AWS to deliver our offerings to users on our platform, and any disruption of or interference with our use of AWS could adversely affect our business, financial condition, results of operations and prospects
21. 21We depend on servers to operate our platform with online features and our online gaming service. If we were to lose server functionality for any reason, our business may be negatively impacted
22. 22We also rely on networks operated by third parties to support content on our platform, including networks owned and operated by game publishers. An extended interruption to any of these services could adversely affect the use of our platform, which would have a negative impact on our business21% rewritten
23. 23Our online gaming platform and games offered through our gaming platform may contain defects
24. 24Growth and engagement of our gamer community depends upon effective interoperability with mobile operating systems, networks, mobile devices and standards that we do not control30% rewritten
25. 25We rely on third-party payment processors to process deposits and withdrawals made by our users into the platform, and if we cannot manage our relationships with such third parties and other payment-related risks, our business, financial condition and results of operations could be adversely affected
26. 26If the Internet and other technology-based service providers experience service interruptions, our ability to conduct our business may be impaired and our business, financial condition and results of operations could be adversely affected
27. 27Our growth will depend, in part, on the success of our strategic relationships with third parties. Over-reliance on certain third parties, or our inability to extend existing relationships, or agree to new relationships may cause unanticipated costs for us and impact our financial performance in the future49% rewritten
28. 28We generate revenue from advertising. The loss of advertisers, or reduction in spending by advertisers with Brag House, could seriously harm our business35% rewritten
29. 29Our business is subject to regulation, and changes in applicable regulations may negatively impact our business
30. 30The laws and regulations concerning data privacy are continually evolving. Failure to comply with these laws and regulations could harm our business

Risks Relating to Intellectual Property

1. 31We may be subject to claims of infringement of third-party intellectual property rights, which are costly to defend, could result in significant damage awards, and could limit our ability to use certain technologies in the future
2. 32Our technology, content and brand are subject to the threat of piracy, unauthorized copying and other forms of intellectual property infringement
3. 33We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position
4. 34We may be subject to legal liability for information or content displayed on, retrieved from or linked to our online gaming platform, or distributed to our users
5. 35Intensified government regulation of the Internet industry could restrict our ability to maintain or increase the level of traffic to our gaming platform as well as our ability to capture other market opportunities26% rewritten
6. 36Changes in intellectual property laws and governmental regulations regarding the internet that are applied adversely to us or our users may have a material adverse effect on our business operations, financial condition and results of operations
7. 37Economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition and results of operations
8. 38Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business and results of operations
9. 39Unfavorable economic conditions in the United States or abroad could adversely affect our business or our access to capital markets in a material manner24% rewritten
10. 40Our business depends substantially on the continuing efforts of our executive officers, key employees and qualified personnel, and our business operations may be severely disrupted if we lose their services
11. 41Changes in tax laws or regulations that are applied adversely to us or our clients may have a material adverse effect on our business, cash flow, financial condition or results of operations
12. 42Our management team has limited experience managing a public company89% rewritten
13. 43We have identified material weaknesses in our internal control over financial reporting, and we may not be able to successfully implement remedial measures62% rewritten
14. 44We have started to take measures to address the material weaknesses that have been identified but believe that, as of December 31, 2025, such material weaknesses in our internal control over financial reporting have not been remediatedNew
15. 45Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to delisting of the Brag House Common Stock, fines, sanctions, and other regulatory action and potentially civil litigation, which could have a material adverse effect on our financial condition and results of operations65% rewritten
16. 46A substantial portion of the total issued and outstanding shares of Brag House Common Stock may be sold into the market at any time. This could cause the market price of the Brag House Common Stock to drop significantly, even if our business is doing wellNew
17. 47From time to time we may become involved in legal proceedings

Risks Relating to the Merger

1. 48Failure to complete, or delays in completing, the Merger could materially and adversely affect Brag House’s or House of Doge’s results of operations, business, and financial results and may cause a decline in the market price of the Brag House Common StockNew
2. 49Existing Brag House stockholders will have a significantly reduced ownership and voting interest in the Combined Company (as defined below) after the Merger and will exercise little to no influence over management of the Combined CompanyNew
3. 50The Merger is subject to a number of closing conditions and, if these conditions are not satisfied or waived (to the extent permitted by law), the Merger will not be completedNew
4. 51Brag House and House of Doge, and thus the Combined Company, have incurred and will incur significant transaction and Merger-related transition costs in connection with the MergerNew
5. 52Failure to complete the Merger could negatively impact the stock price and the future business and financial results of Brag House because of, among other things, the disruption that would occur as a result of uncertainties relating to a failure to complete the MergerNew
6. 53In addition, Brag House would not realize any of the expected benefits of having completed the MergerNew
7. 54Brag House or House of Doge may waive one or more of the closing conditions to the Merger without re-soliciting stockholder approvalNew
8. 55Some of the directors and executive officers of Brag House have interests in the Merger that are different from the interests of the Brag House stockholders generallyNew
9. 56The projections considered by Newbridge Securities Corporation (“Newbridge”) may not be realized, which may adversely affect the market price of Combined Company Common Stock following the completion of the MergerNew
10. 57The Merger Agreement limits Brag House’s and House of Doge’s ability to pursue alternatives to the MergerNew
11. 58Brag House may be required to pay a termination fee of $9.0 million to House of Doge if the Merger is not consummated under certain circumstances. Upon obtaining stockholder approval of the required proposals, Brag House’s right to terminate the Merger Agreement in response to a superior proposal will ceaseNew
12. 59Brag House’s financial advisor will not update its fairness opinion to reflect changes in circumstances between the signing of the Merger Agreement on October 12, 2025 and the completion of the MergerNew
13. 60Lawsuits may be filed against Brag House, House of Doge, or any of the members of their respective boards of directors arising out of the Merger, which may delay or prevent the MergerNew

Risks Relating to Ownership of Our Common Stock

1. 61There can be no assurance that an active market in which investors can resell their shares of our Common Stock will develop
2. 62Our share price may be volatile, and purchasers of our Common Stock could incur substantial losses
3. 63We may not be able to maintain a listing of our Common Stock on Nasdaq75% rewritten
4. 64All of the shares sold in our IPO were, upon issuance, freely tradable without restrictions or further registration under the federal securities laws49% rewritten
5. 65If we issue shares of preferred stock your rights as a holder of our Common Stock may be materially adversely affected
6. 66We do not intend to pay dividends on our Common Stock and, consequently, your only opportunity to achieve a return on your investment is if the price of our shares appreciates
7. 67We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies and our stockholders could receive less information than they might expect to receive from more mature public companies
8. 68Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of the Company more difficult, and limit attempts by our stockholders to replace or remove our current management
9. 69These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management