Allied Esports Entertainment, Inc. SEC Filings

Allied Gaming & Entertainment Inc. (NASDAQ: AGAE) filed additional proxy soliciting material (DEFA14A) ahead of its combined 2024/2025 Annual Meeting, set for 4 August 2025. Management asks investors to use the WHITE proxy card to elect its six nominees—Jingsheng (Jason) Lu, Guanzhou (Jerry) Qin, Mao Sun, Roy Anderson, Yushi Guo and Chi Zhao—and to support all other proposals.

The company attacks dissident shareholder Knighted Pastures LLC, led by Roy Choi, alleging value-destructive litigation, covert share accumulation that may breach Section 13(d), and a takeover attempt without paying a control premium. Knighted reportedly rejected an offer for one board seat and supplied no alternative strategy.

Management highlights operational traction: total shareholder return of 241 % (1-year), 123 % (3-year) and 34 % (5-year) as of 24 June 2025; FY 2024 revenue up 19 %; and a roadmap focused on tokenizing real-world assets and blockchain integration. Recent projects include the World Mahjong Tour, the RythmX × Strawberry Music Festival in Macau, and an investment in The Angry Birds Movie 3. Leadership changes approved 26 June 2025 installed Yangyang (James) Li as President and CEO to accelerate growth.

Full proxy materials and voting instructions are available on the company’s investor-relations site.

Barclays Bank PLC is offering unsecured, unsubordinated Market Linked Notes tied to the performance of the EURO STOXX 50® Index (SX5E). The notes price on 30 July 2025, are issued on 4 August 2025, and mature on 3 August 2028.

Key economics: Each USD 1,000 note will repay principal at maturity and provide 100% upside participation in the Index, capped at a minimum 28.0% ($280); the exact cap is set on the pricing date. If the Index ends at or below the starting level, holders receive only the USD 1,000 principal—no upside and no periodic coupons. The issuer’s estimated value on the pricing date is expected to range between USD 900 and USD 952.50, below the offering price, reflecting structuring and selling costs, including up to 3.825% in agent discounts and concessions.

Risk highlights: Investors are exposed to Barclays’ credit risk and any exercise of the U.K. Bail-in Power. The notes pay no interest, are subject to a performance cap, will not be listed on any exchange, and may have limited or no secondary liquidity. Taxable income may accrue annually before payment. The investment view assumes the Index appreciates, but performance could under-whelm a direct investment in the underlying securities.

Documentation: The term sheet should be read together with the Prospectus (15 May 2025), Prospectus Supplement (15 May 2025), Product Supplement WF-2 (20 May 2025), Underlying Supplement (15 May 2025) and the Preliminary Pricing Supplement dated 27 June 2025.

Allied Gaming & Entertainment (NASDAQ: AGAE) disclosed that Nasdaq has initiated delisting procedures after the company failed to (1) hold an annual shareholder meeting within 12 months of fiscal year-end (Rule 5620(a)) and (2) file its Form 10-Q for the quarter ended March 31, 2025 (Rule 5250(c)(1)).

Nasdaq’s notice, received June 18, 2025, required an appeal by June 25, 2025. AGAE filed a hearing and stay request on that date, temporarily preventing delisting while a Panel reviews the case. The combined 2024/2025 annual meeting is now set for August 4, 2025.

Management attributes both compliance lapses to disruptive litigation brought by activist shareholder Knighted Pastures LLC and states it remains committed to maintaining its Nasdaq listing. No new financial metrics were provided. Shareholders are urged to consult the definitive WHITE proxy card once available.

Allied Gaming & Entertainment (NASDAQ:AGAE) disclosed it received a Nasdaq delisting notice on 6/18/25 for two rule breaches.

• Rule 5620(a): failed to hold an annual shareholder meeting within 12 months of fiscal year-end.
• Rule 5250(c)(1): did not file its Form 10-Q for the quarter ended 3/31/25.

The notice states Nasdaq will delist the stock unless the company appeals by 6/25/25. On 6/25/25, AGAE filed a hearing request and stay, which automatically suspends any delisting action until a Nasdaq Hearings Panel rules or grants an extension.

Investors should monitor the timing of the overdue 10-Q, the scheduling of the shareholder meeting, and any conditions imposed by the Panel. Failure to cure could result in removal from Nasdaq, reduced liquidity, and potential debt covenant issues. No financial metrics were reported in this 8-K.

Allied Gaming & Entertainment Inc. (AGAE) has released an amended preliminary Schedule 14A covering its combined 2024-2025 virtual annual meeting. Six proposals will be presented: (1) election of three Class B directors, (2) election of three Class C directors, (3) 2023 say-on-pay, (4) frequency of future say-on-pay votes, and (5-6) ratification of ZH CPA, LLC as independent auditor for fiscal-years 2024 and 2025.

Proxy contest. Activist shareholder Knighted Pastures, LLC and affiliates, holding roughly 31.5 % of outstanding common stock, has notified the company of its intent to run an opposition slate of three Class B and three Class C nominees and to seek removal of sitting director Yangyang Li. AGAE’s board rejects all Knighted nominees and has sued Knighted under Section 13(d), asking the U.S. District Court (C.D. Cal.) to declare Knighted’s second notice invalid and to block the opposition slate until proper Schedule 13D filings are made. Depending on the court’s ruling, shareholders may have to re-vote on a universal proxy card that includes Knighted’s candidates.

Board recommendations. The company urges investors to vote “FOR” the six management proposals, to use only the WHITE proxy card, and to withhold on Knighted’s names if they appear. The board also recommends a triennial (three-year) frequency for future say-on-pay votes.

Litigation and cost disclosures. Management details two Chancery Court actions initiated by Knighted in 2024 (both largely moot) and the current federal suit filed by the company on June 11 2025. Estimated incremental proxy-fight expenses total approximately $ [•], including engagement of Mackenzie Partners as proxy solicitor.

Governance structure. AGAE maintains a staggered (Class A/B/C) board. Assuming the company slate is elected, Class B terms will run to 2027 and Class C to 2028. Current Chief Financial Officer Roy Anderson has been nominated to fill a Class C seat, replacing outgoing director Yuanfei Qu.

Key implications for investors:

• Potential change-in-control risk if Knighted captures four or more seats.
• Short-term uncertainty around court outcome and proxy mechanics could depress voting participation and raise administrative cost.
• Auditor continuity is expected through 2025, but material weaknesses identified in 2022-2023 internal-control reviews remain partly under remediation.