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  4. [8-K] Allied Gaming & Entertainment Inc. Reports Material Event

Nasdaq flags Allied Gaming (NASDAQ: AGAE) for delayed 2025 annual report filing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq deficiency notice for late 10-K – The company failed to file its Form 10-K for the year ended December 31, 2025 by the extended deadline, leading Nasdaq to issue a deficiency letter under Listing Rule 5250(c)(1), which introduces regulatory and potential listing risk.

Insights

Late 10-K triggers Nasdaq deficiency notice and introduces listing risk.

Allied Gaming & Entertainment missed the extended deadline to file its 2025 Form 10-K, prompting a Nasdaq deficiency letter under Listing Rule 5250(c)(1). While the stock remains listed for now, the letter formally flags non-compliance with periodic reporting requirements.

The company has 60 days from April 16, 2026 to submit a compliance plan and may receive up to October 12, 2026 to cure the deficiency if Nasdaq grants an exception. The company says it expects to file the 10-K before the plan deadline, but explicitly notes there is no assurance it will regain full compliance.

This situation introduces regulatory and potential delisting risk until the Form 10-K is filed and Nasdaq confirms compliance. Subsequent filings, including the delayed 10-K, will be important for understanding both the reasons for the delay and Nasdaq’s ultimate response.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
10-K due date March 31, 2026 Original due date for Form 10-K for year ended December 31, 2025
Extended 10-K deadline April 15, 2026 Extended deadline following Form 12b-25 filed March 31, 2026
Nasdaq deficiency letter date April 16, 2026 Date Nasdaq Listing Qualifications Department issued the notice
Plan deadline June 15, 2026 60-day deadline to submit a plan to regain compliance
Maximum cure period October 12, 2026 Up to 180 days from due date if Nasdaq grants an exception
Nasdaq Listing Rule 5250(c)(1) regulatory
"it is not in compliance with the periodic reporting requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1)"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
deficiency letter regulatory
"it received a deficiency letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market"
continued listing requirements regulatory
"there is no assurance that the Company will be able to regain compliance with all applicable continued listing requirements of Nasdaq"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
Form 12b-25 regulatory
"or April 15, 2026 following the Form 12b-25 filed by the Company on March 31, 2026"
Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.
Regulation FD Disclosure regulatory
"Item 7.01. Regulation FD Disclosure. On April 21, 2026, the Company issued a press release"
Regulation FD disclosure requires public companies to share important, market-moving information with everyone at the same time instead of tipping off analysts or large investors first. Think of it as making sure all players on a field hear the same announcement simultaneously; that fairness helps investors trust that stock prices reflect the same information and reduces the risk of sudden, unfair trading advantages or regulatory penalties for selective leaks.
Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 16, 2026

_______________________________

Allied Gaming & Entertainment Inc.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3822682-1659427
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

745 Fifth Avenue,Suite 500

New York, New York 10151

(Address of Principal Executive Offices) (Zip Code)

(646) 768-4240

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per shareAGAEThe NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 
 
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On April 16, 2026, Allied Gaming & Entertainment Inc. (the “Company”) received a deficiency letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the periodic reporting requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) was not filed with the Securities and Exchange Commission by the required due date of March 31, 2026 (or April 15, 2026 following the Form 12b-25 filed by the Company on March 31, 2026). The Letter has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.

 

Under Nasdaq rules, the Company now has 60 calendar days from the receipt of the Letter, or until June 15, 2026, to submit a plan to regain compliance with the Rule. The Company currently expects that it will be able to file the Form 10-K prior to such deadline. In the event the Company needs to submit a plan of compliance, and Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of 180 calendar days from the Form 10-K’s due date, or until October 12, 2026, as instructed by the Letter, to regain compliance with the Rule. However, there is no assurance that the Company will be able to regain compliance with all applicable continued listing requirements of Nasdaq or that Nasdaq will accept the Company’s plan to regain compliance, if any.

 

The Company is working diligently to regain compliance with Rule. This Current Report on Form 8-K has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.

 

Item 7.01. Regulation FD Disclosure.

 

On April 21, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Letter. A copy of the press release is attached hereto as Exhibit 99.1.*

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
   
99.1 Press release dated April 21, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* The information in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 Allied Gaming & Entertainment Inc.
   
  
Date: April 21, 2026By: /s/ Roy Anderson        
  Roy Anderson
  Chief Financial Officer
  

 

EXHIBIT 99.1

Allied Gaming & Entertainment Receives Expected Nasdaq Notice Regarding Delayed Annual Report

NEW YORK, April 21, 2026 (GLOBE NEWSWIRE) -- Allied Gaming & Entertainment, Inc. (NASDAQ: AGAE) (the “Company” or “AGAE”), a global experiential entertainment company, today announced that on April 16, 2026, it received a deficiency letter (the “Letter”) from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the periodic reporting requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”) was not filed with the Securities and Exchange Commission (the “SEC”) by the required due date of March 31, 2026 (or April 15, 2026 following the Form 12b-25 filed by the Company on March 31, 2026). The Letter has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.

Under Nasdaq rules, the Company now has 60 calendar days from the receipt of the Letter, or until June 15, 2026, to submit a plan to regain compliance with the Rule. The Company currently expects that it will be able to file the Form 10-K prior to such deadline to submit a plan of compliance. In the event the Company needs to submit a plan of compliance, and Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of 180 calendar days from the Form 10-K’s due date, or until October 12, 2026, as instructed by the Letter, to regain compliance with the Rule. However, there is no assurance that the Company will be able to regain compliance with all applicable continued listing requirements of Nasdaq or that Nasdaq will accept the Company’s plan to regain compliance, if any.

The Company is working diligently to regain compliance with the Rule. This press release has no immediate effect on the listing or trading of the Company’s common stock on Nasdaq.

About Allied Gaming & Entertainment
Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) is a global experiential entertainment company undergoing a strategic transformation into an integrated digital ecosystem platform, with a focus on digital infrastructure, artificial intelligence, and technology-enabled growth opportunities. For more information, visit alliedgaming.gg.

Forward Looking Statements
This communication contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend” or “continue,” the negative of such terms, or other comparable terminology. Forward-looking statements in this press release include, but are not limited to, the Company’s expectation that it will be able to file the Form 10-K prior to the deadline to submit a plan of compliance. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in these forward-looking statements and, consequently, you should not rely on these forward-looking statements as predictions of future events. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. Risks and factors that may affect results of the Company are set forth in the Company's filings with the SEC, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and its subsequent reports on Form 10-Q and current reports on Form 8-K. Any forward-looking statement speaks only as of the date of this press release, and, except as required by law, the Company does not assume any obligation to update any forward-looking statement to reflect new information, events, or circumstances.

Contact:

Investor Relations: ir@alliedgaming.gg

Source: View Original Filing on SEC EDGAR

FAQ

Why did Allied Gaming & Entertainment (AGAE) receive a Nasdaq deficiency letter?

Allied Gaming & Entertainment received a Nasdaq deficiency letter because it did not file its Form 10-K for the year ended December 31, 2025 by the extended deadline. This missed periodic reporting requirement violates Nasdaq Listing Rule 5250(c)(1) governing timely financial reporting for continued listing.

Does the Nasdaq notice immediately affect trading of AGAE common stock?

The Nasdaq deficiency letter has no immediate effect on the listing or trading of AGAE common stock. The shares continue to trade on Nasdaq while the company works to regain compliance within the specified timeframes outlined in the notice and applicable rules.

How long does Allied Gaming & Entertainment have to regain Nasdaq reporting compliance?

Allied Gaming & Entertainment has 60 calendar days from April 16, 2026, or until June 15, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 days from the 10-K due date, or until October 12, 2026, to cure the deficiency.

What is Allied Gaming & Entertainment’s expectation for filing its delayed 2025 Form 10-K?

The company states it currently expects to file its Form 10-K for the year ended December 31, 2025 before the June 15, 2026 deadline to submit a compliance plan. However, it cautions there is no assurance it will regain compliance with all Nasdaq continued listing requirements.

What Nasdaq rule is implicated by Allied Gaming & Entertainment’s late 10-K filing?

The late Form 10-K implicates Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports as a condition for continued listing. Nasdaq’s Listing Qualifications Department cited this rule in the deficiency letter sent to Allied Gaming & Entertainment on April 16, 2026.

What disclosure did Allied Gaming & Entertainment make under Regulation FD about the Nasdaq notice?

Under a Regulation FD disclosure, the company reported that on April 21, 2026 it issued a press release describing the Nasdaq deficiency letter. The press release, furnished as Exhibit 99.1, explains the late 10-K, applicable deadlines, and the absence of any immediate impact on trading.

Filing Exhibits & Attachments

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Press Releases

Other Documents