{"filing":{"accession_number":"0001213900-26-112135","cik":"0001903595","ticker":"TBH","company_name":"House of Doge Inc.","form":"8-K","filing_date":"2026-10-23","report_date":"2026-10-19","primary_document":"ea0309463-8k_house.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1903595/000121390026112135/ea0309463-8k_house.htm"},"events":[{"id":37638,"run_id":34686,"accession_number":"0001213900-26-112135","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"summary":"House of Doge entered into a binding letter of intent to acquire McQueen Labs' tokenization platform and microlending business for approximately $15 million in stock, convertible preferred shares, and promissory notes, plus contingent consideration. This represents a material strategic expansion into tokenized alternative investments and real-world assets.","company_name":"House of Doge Inc.","ticker":"TBH","filing_date":"2026-10-23","form":"8-K","submitted_at":null,"items":[{"id":42414,"accession_number":"0001213900-26-112135","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"House of Doge entered into a binding letter of intent to acquire McQueen Labs' tokenization platform and microlending business for approximately $15 million in stock, convertible preferred shares, and promissory notes, plus additional contingent consideration for the lending business. This is a material acquisition transaction disclosed under Item 1.01, representing a significant strategic expansion into tokenized alternative investments and real-world assets. The transaction is substantial enough to materially affect the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42416,"accession_number":"0001213900-26-112135","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered issuance of Deposit Shares and common/preferred stock to McQueen Labs, an accredited investor, in a private placement exempt under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. This is a classic dilutive equity issuance to a private investor as part of the McQueen Labs acquisition transaction, which is material to shareholders as it increases share count and dilutes existing ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42418,"accession_number":"0001213900-26-112135","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 7.01 furnishes press releases announcing two material transactions: (1) a strategic partnership with newly formed Dogecoin Labs involving contribution of House of Doge assets in exchange for an equity stake and a new license agreement with the Dogecoin Foundation, and (2) an acquisition of McQueen Labs' tokenization platform and credit assets. The McQueen acquisition is explicitly described as \"a major push into the $51 billion tokenized real-world asset market\" and is accompanied by significant leadership changes (CEO and CFO resignations, appointment of McQueen's CEO as interim CEO/CFO). These constitute material M\u0026A activity under Items 1.01/2.01 framework, though disclosed via Regulation FD in Item 7.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42419,"accession_number":"0001213900-26-112135","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The Item 8.01 disclosure centers on House of Doge's entry into definitive agreements with Dogecoin Labs (contributing assets for an equity stake) and an agreement to acquire McQueen Labs' tokenization platform and credit assets. These constitute material M\u0026A activity—a strategic disposition of assets to Dogecoin Labs and an acquisition of McQueen Labs' platform and assets. The press releases (EX-99.1 and EX-99.2) confirm these are binding agreements positioning the company for a major strategic pivot. While the Item also mentions a reverse stock split and financing evaluation, the dominant disclosed event is the M\u0026A transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":37639,"run_id":34686,"accession_number":"0001213900-26-112135","anchor_item_number":"1.02","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"summary":"House of Doge terminated its material trademark license agreement with the Dogecoin Foundation effective October 19, 2026, eliminating all licenses, exclusivity rights, and board representation, and requiring the company to cease use of licensed marks and change its corporate name by December 31, 2026. The termination is part of a broader strategic restructuring involving contribution of assets to Dogecoin Labs.","company_name":"House of Doge Inc.","ticker":"TBH","filing_date":"2026-10-23","form":"8-K","submitted_at":null,"items":[{"id":42415,"accession_number":"0001213900-26-112135","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses the termination of a material trademark license agreement between House of Doge, HOD US, and the Dogecoin Foundation, effective October 19, 2026. The termination eliminates all licenses, exclusivity rights, sublicense rights, and board representation rights, and requires the company to cease use of licensed marks and change its corporate name by December 31, 2026. While technically a termination rather than a new M\u0026A transaction, this represents a material change in the company's commercial relationship and operational structure—the loss of exclusive rights to use the Dogecoin trademark and the Foundation's \"Official Corporate Arm\" designation. The supplemental press releases (EX-99.1 and EX-99.2) confirm this is part of a broader strategic restructuring involving the contribution of assets to Dogecoin Labs and the acquisition of McQueen Labs, all of which constitute material M\u0026A activity. The $400,000 termination payment obligation and the requirement to rebrand the company underscore materiality.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42418,"accession_number":"0001213900-26-112135","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 7.01 furnishes press releases announcing two material transactions: (1) a strategic partnership with newly formed Dogecoin Labs involving contribution of House of Doge assets in exchange for an equity stake and a new license agreement with the Dogecoin Foundation, and (2) an acquisition of McQueen Labs' tokenization platform and credit assets. The McQueen acquisition is explicitly described as \"a major push into the $51 billion tokenized real-world asset market\" and is accompanied by significant leadership changes (CEO and CFO resignations, appointment of McQueen's CEO as interim CEO/CFO). These constitute material M\u0026A activity under Items 1.01/2.01 framework, though disclosed via Regulation FD in Item 7.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"","ticker":null,"filing_date":""},{"id":42419,"accession_number":"0001213900-26-112135","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The Item 8.01 disclosure centers on House of Doge's entry into definitive agreements with Dogecoin Labs (contributing assets for an equity stake) and an agreement to acquire McQueen Labs' tokenization platform and credit assets. These constitute material M\u0026A activity—a strategic disposition of assets to Dogecoin Labs and an acquisition of McQueen Labs' platform and assets. The press releases (EX-99.1 and EX-99.2) confirm these are binding agreements positioning the company for a major strategic pivot. While the Item also mentions a reverse stock split and financing evaluation, the dominant disclosed event is the M\u0026A transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":37640,"run_id":34686,"accession_number":"0001213900-26-112135","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"summary":"CEO Marco Margiotta and CFO Charles Park both resigned effective October 22, 2026, representing the departure of the two most senior officers. Director Tim Stebbing also resigned to join Dogecoin Labs. Curtis Hopkins was appointed as Interim CEO and CFO.","company_name":"House of Doge Inc.","ticker":"TBH","filing_date":"2026-10-23","form":"8-K","submitted_at":null,"items":[{"id":42417,"accession_number":"0001213900-26-112135","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Marco Margiotta (CEO) and Charles Park (CFO) both resigned effective October 22, 2026, representing the departure of the two most senior officers. While Curtis Hopkins was simultaneously appointed as Interim CEO and CFO, the primary disclosed action centers on the departure of the incumbent leadership. Tim Stebbing also resigned as a director to join Dogecoin Labs. The filing emphasizes these departures as material changes to the executive team in connection with strategic transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":42414,"accession_number":"0001213900-26-112135","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"House of Doge entered into a binding letter of intent to acquire McQueen Labs' tokenization platform and microlending business for approximately $15 million in stock, convertible preferred shares, and promissory notes, plus additional contingent consideration for the lending business. This is a material acquisition transaction disclosed under Item 1.01, representing a significant strategic expansion into tokenized alternative investments and real-world assets. The transaction is substantial enough to materially affect the registrant's business and financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"House of Doge Inc.","ticker":"TBH","filing_date":"2026-10-23"},{"id":42415,"accession_number":"0001213900-26-112135","item_number":"1.02","item_title":"Termination of a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 1.02 discloses the termination of a material trademark license agreement between House of Doge, HOD US, and the Dogecoin Foundation, effective October 19, 2026. The termination eliminates all licenses, exclusivity rights, sublicense rights, and board representation rights, and requires the company to cease use of licensed marks and change its corporate name by December 31, 2026. While technically a termination rather than a new M\u0026A transaction, this represents a material change in the company's commercial relationship and operational structure—the loss of exclusive rights to use the Dogecoin trademark and the Foundation's \"Official Corporate Arm\" designation. The supplemental press releases (EX-99.1 and EX-99.2) confirm this is part of a broader strategic restructuring involving the contribution of assets to Dogecoin Labs and the acquisition of McQueen Labs, all of which constitute material M\u0026A activity. The $400,000 termination payment obligation and the requirement to rebrand the company underscore materiality.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"House of Doge Inc.","ticker":"TBH","filing_date":"2026-10-23"},{"id":42416,"accession_number":"0001213900-26-112135","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 3.02 discloses unregistered issuance of Deposit Shares and common/preferred stock to McQueen Labs, an accredited investor, in a private placement exempt under Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D. This is a classic dilutive equity issuance to a private investor as part of the McQueen Labs acquisition transaction, which is material to shareholders as it increases share count and dilutes existing ownership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"House of Doge Inc.","ticker":"TBH","filing_date":"2026-10-23"},{"id":42417,"accession_number":"0001213900-26-112135","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.75,"reasoning":"Marco Margiotta (CEO) and Charles Park (CFO) both resigned effective October 22, 2026, representing the departure of the two most senior officers. While Curtis Hopkins was simultaneously appointed as Interim CEO and CFO, the primary disclosed action centers on the departure of the incumbent leadership. Tim Stebbing also resigned as a director to join Dogecoin Labs. The filing emphasizes these departures as material changes to the executive team in connection with strategic transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"House of Doge Inc.","ticker":"TBH","filing_date":"2026-10-23"},{"id":42418,"accession_number":"0001213900-26-112135","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.92,"reasoning":"Item 7.01 furnishes press releases announcing two material transactions: (1) a strategic partnership with newly formed Dogecoin Labs involving contribution of House of Doge assets in exchange for an equity stake and a new license agreement with the Dogecoin Foundation, and (2) an acquisition of McQueen Labs' tokenization platform and credit assets. The McQueen acquisition is explicitly described as \"a major push into the $51 billion tokenized real-world asset market\" and is accompanied by significant leadership changes (CEO and CFO resignations, appointment of McQueen's CEO as interim CEO/CFO). These constitute material M\u0026A activity under Items 1.01/2.01 framework, though disclosed via Regulation FD in Item 7.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"House of Doge Inc.","ticker":"TBH","filing_date":"2026-10-23"},{"id":42419,"accession_number":"0001213900-26-112135","item_number":"8.01","item_title":"Other Events.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"The Item 8.01 disclosure centers on House of Doge's entry into definitive agreements with Dogecoin Labs (contributing assets for an equity stake) and an agreement to acquire McQueen Labs' tokenization platform and credit assets. These constitute material M\u0026A activity—a strategic disposition of assets to Dogecoin Labs and an acquisition of McQueen Labs' platform and assets. The press releases (EX-99.1 and EX-99.2) confirm these are binding agreements positioning the company for a major strategic pivot. While the Item also mentions a reverse stock split and financing evaluation, the dominant disclosed event is the M\u0026A transactions.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-10-23T20:28:53.613847+00:00","company_name":"House of Doge Inc.","ticker":"TBH","filing_date":"2026-10-23"}]}