Allied Gaming & Entertainment Inc. filings document regulatory disclosures for a Delaware company with common stock listed on Nasdaq under AGAE. The record includes Form 8-K reports on financial results, material agreements, settlement-related obligations, executive reimbursement and proposed share issuance matters, board composition, committee reconstitution, and Nasdaq continued-listing compliance tied to periodic reporting.
Proxy and shareholder-meeting filings address the company's shareholder rights plan, advisory voting matters, and related governance procedures. Additional filings include a Form 12b-25 notification for a delayed annual report, capital-structure disclosures for common stock, and formal reporting around special meetings, shareholder votes, risk-related market activity, and corporate governance actions.
Allied Gaming & Entertainment Inc. reported that Nasdaq staff has determined its common stock will be delisted from the Nasdaq Capital Market and suspended on May 15, 2026, after the company failed to meet the $1.00 Minimum Bid Price Rule and did not file its Form 10-K for the year ended December 31, 2025.
The company plans to request a hearing before an independent Nasdaq panel by May 13, 2026, which would trigger at least a 15-day stay of suspension, and it may seek an extended stay while presenting a compliance plan, including a potential reverse stock split and completion of the delinquent 10-K.
The board also amended the bylaws to lower the stockholder meeting quorum requirement from a majority of outstanding voting stock to 33 1/3% of shares entitled to vote, making it easier to conduct business at meetings.
Allied Gaming & Entertainment Inc. reported that Nasdaq staff has determined its common stock will be delisted from the Nasdaq Capital Market and suspended on May 15, 2026, after the company failed to meet the $1.00 Minimum Bid Price Rule and did not file its Form 10-K for the year ended December 31, 2025.
The company plans to request a hearing before an independent Nasdaq panel by May 13, 2026, which would trigger at least a 15-day stay of suspension, and it may seek an extended stay while presenting a compliance plan, including a potential reverse stock split and completion of the delinquent 10-K.
The board also amended the bylaws to lower the stockholder meeting quorum requirement from a majority of outstanding voting stock to 33 1/3% of shares entitled to vote, making it easier to conduct business at meetings.
Allied Gaming & Entertainment, Inc. is asking stockholders to approve a series of alternate amendments to its Certificate of Incorporation to permit a reverse stock split of its common stock at a ratio selectable by the Board between 1-for-2 and 1-for-25. The Board may implement, abandon, or select any single ratio within that range if stockholders approve the proposal. The Company states the primary purpose is to address Nasdaq Listing Rule 5550(a)(2) (the bid price requirement); Nasdaq notified the Company on November 4, 2025 that the bid price had closed below $1.00 for 30 consecutive business days and gave a compliance period through May 4, 2026. The proxy discloses 38,265,046 shares outstanding as of May 6, 2026, authorized common shares of 100,000,000, and that Primo Vital Ltd. beneficially holds 11,986,523 shares (about 31.3%). If implemented, fractional shares will be rounded up to whole shares and the Company will receive a new CUSIP; registration under the Exchange Act would remain in effect.
Allied Gaming & Entertainment, Inc. is asking stockholders to approve a series of alternate amendments to its Certificate of Incorporation to permit a reverse stock split of its common stock at a ratio selectable by the Board between 1-for-2 and 1-for-25. The Board may implement, abandon, or select any single ratio within that range if stockholders approve the proposal. The Company states the primary purpose is to address Nasdaq Listing Rule 5550(a)(2) (the bid price requirement); Nasdaq notified the Company on November 4, 2025 that the bid price had closed below $1.00 for 30 consecutive business days and gave a compliance period through May 4, 2026. The proxy discloses 38,265,046 shares outstanding as of May 6, 2026, authorized common shares of 100,000,000, and that Primo Vital Ltd. beneficially holds 11,986,523 shares (about 31.3%). If implemented, fractional shares will be rounded up to whole shares and the Company will receive a new CUSIP; registration under the Exchange Act would remain in effect.
Allied Gaming & Entertainment Inc. entered into two equity and compensation arrangements with senior executives. The CEO Agreement grants Yangyang Li the conditional right to receive common shares equal to 25% of the Company’s estimated maximum exposure under a US$5,936,738.36 guaranty, divided by a reference price of $0.30 per share. This CEO share issuance requires approval by an independent special committee, a fairness opinion, a majority-of-the-minority stockholder vote, and compliance with Nasdaq rules. Separately, the Company undertook an unconditional obligation to reimburse Mr. Li for any amounts he pays under the guaranty, plus interest at 8.75% per year.
The GC Agreement provides General Counsel Xiao Yundan a conditional equity award of up to 3,000,000 shares of common stock under the 2019 Equity Incentive Plan, with an aggregate value capped at $900,000 using the same $0.30 reference price. These shares would vest 30% at issuance, 35% after six months, and 35% after twelve months, with six‑month post‑vesting lock‑ups and acceleration on certain terminations. Granting the award depends on Compensation Committee and Board approvals, stockholder approval of a plan share increase, and Nasdaq compliance. Both issuances rely on the Section 4(a)(2) private placement exemption and carry no registration rights.
Allied Gaming & Entertainment Inc. received a Nasdaq deficiency letter on April 16, 2026 because its Form 10-K for the year ended December 31, 2025 was not filed by the extended deadline following a Form 12b-25. The notice does not immediately affect trading of its common stock on Nasdaq. The company has until June 15, 2026 to submit a compliance plan and could receive up to October 12, 2026 to regain compliance if Nasdaq accepts that plan. The company states it expects to file the Form 10-K before the plan deadline but cautions there is no assurance it will satisfy all continued listing requirements.
Allied Gaming & Entertainment Inc. received a Nasdaq deficiency letter on April 16, 2026 because its Form 10-K for the year ended December 31, 2025 was not filed by the extended deadline following a Form 12b-25. The notice does not immediately affect trading of its common stock on Nasdaq. The company has until June 15, 2026 to submit a compliance plan and could receive up to October 12, 2026 to regain compliance if Nasdaq accepts that plan. The company states it expects to file the Form 10-K before the plan deadline but cautions there is no assurance it will satisfy all continued listing requirements.
Allied Gaming & Entertainment Inc. entered into a binding Term Sheet for Global Resolution with Knighted Pastures, LLC and Roy Choi to resolve their Delaware and federal litigations. The company agreed to pay Knighted a court-ordered fee award of $5,936,738.36 from the Delaware case, in three installments due on May 7, 2026, June 30, 2026 and July 31, 2026. Interest accrues at 8.75% per annum from April 8, 2026, with a higher 10% rate compounding daily if any payment is late. The company and CEO Yangyang Li jointly and severally guaranteed these obligations. The Term Sheet requires dismissal with prejudice of the federal litigation, mutual non-disparagement, two-year mutual claim limitations with specified exceptions, future mutual releases once the fee award and interest are fully paid, and a two-year standstill restricting the Knighted parties from activist actions involving the company’s stock or board.
Allied Gaming & Entertainment Inc. entered into a binding Term Sheet for Global Resolution with Knighted Pastures, LLC and Roy Choi to resolve their Delaware and federal litigations. The company agreed to pay Knighted a court-ordered fee award of $5,936,738.36 from the Delaware case, in three installments due on May 7, 2026, June 30, 2026 and July 31, 2026. Interest accrues at 8.75% per annum from April 8, 2026, with a higher 10% rate compounding daily if any payment is late. The company and CEO Yangyang Li jointly and severally guaranteed these obligations. The Term Sheet requires dismissal with prejudice of the federal litigation, mutual non-disparagement, two-year mutual claim limitations with specified exceptions, future mutual releases once the fee award and interest are fully paid, and a two-year standstill restricting the Knighted parties from activist actions involving the company’s stock or board.
Allied Gaming & Entertainment Inc. reported that on March 30, 2026, directors Yushi Guo and Jerry Qin resigned from the Board and all committees, effective immediately. Following their departure, the Board restructured its committees and appointed new members to the Audit, Compensation, and Nominating and Corporate Governance Committees.
The Audit Committee now includes Mao Sun, Jingsheng Lu and Yuanfei Qu. The Compensation Committee now includes Yuanfei Qu, Chi Zhao and Mao Sun. The Nominating and Corporate Governance Committee now includes Chi Zhao, Jingsheng Lu and Mao Sun.
Allied Gaming & Entertainment Inc. ownership update: two nonprofit reporting persons amended their Schedule 13G to show combined beneficial ownership of 1,885,335 shares, representing 4.9% of outstanding common stock. The filing states the Reporting Persons sold shares in open‑market transactions and fell below the 5% threshold as of February 19, 2026. The ownership percentage is calculated using 37,706,930 shares outstanding as of December 26, 2025 per the issuer's Schedule 14A.
Allied Gaming & Entertainment, Inc. filed a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K for the period ended December 31, 2025 could not be filed on time. The company states it needs additional time to work with its independent auditors to complete and finalize the accounting treatment of various corporate transactions and events. The notification is signed by Roy Anderson, Chief Financial Officer, dated March 31, 2026.
Allied Gaming & Entertainment Inc. held a Special Meeting of Stockholders on January 30, 2026, where investors voted on a single governance proposal tied to the company’s stockholder rights plan.
Stockholders approved, in a non-binding advisory vote, the Board’s preliminary determination that the Knighted Group became an “Acquiring Person” under the February 9, 2024 Rights Agreement, triggering that agreement, and also concluded that this triggering was not inadvertent. The proposal received 19,310,346 votes for, 1,882,689 against, and 24,460 abstentions.
Allied Gaming & Entertainment, Inc. has called a virtual special stockholder meeting on January 30, 2026 to hold a single, non-binding advisory vote on its stockholder rights plan. Stockholders are being asked to approve the Board’s preliminary determination that Knighted Pastures LLC, Roy Choi and associated persons formed a group that became an “Acquiring Person” under the existing Rights Agreement, and that this trigger was not inadvertent.
If the Board later makes a final determination that the Rights Agreement was triggered, it may either use a “flip-in” feature or more likely conduct an exchange that would issue one new common share per right to stockholders other than the Knighted Group and certain transferees, effectively doubling their holdings and diluting the group. The company also discloses a federal court’s August 12, 2025 order preliminarily enjoining any election or removal of directors while related Section 13(d) litigation proceeds. As of late December 2025, 37,706,930 common shares were outstanding and entitled to vote.