Allied Gaming & Entertainment Inc.

Appendix A

August 12, 2025 California Court Order

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA 10

RULING

Before the court is Plaintiff Allied Gaming & Entertainment, Inc.’s (“Allied” or “Plaintiff”) Motion for Preliminary Injunction (“Motion”), filed on June 27, 2025. Dkt. 30 (“Mot.”); Dkt. 30-1 (“Mot. Br.”). Allied requests the court:

(a) Order Defendant Knighted Pastures, LLC (“Knighted”) to file immediately an amended Securities and Exchange Commission (“SEC”) Schedule 13D Form (“Schedule 13D”) that discloses it formed a “group” (the “Knighted Group”), as the term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the “Act”), 15 U.S.C. § 78m(d)(3) (“Section 13(d)(3)”), with Defendants Roy Choi (together with Knighted, the “Knighted Parties”), Naomi Choi, and Yiu-Tung “Rebecca” So (“So”) (all together, “Defendants”), as well as the total size of the group’s holdings of shares in Allied;1

(b) Postpone Allied’s combined 2024 and 2025 Annual Shareholder’s Meeting (“Annual Meeting”), and order the Annual Meeting be held no earlier than 10 days following the filing of an amended Schedule 13D that discloses the existence of the Knighted Group; and

(c) Order that, during the election of the board of directors (“Board”) at the Annual Meeting, Defendants’ collective shares be voted in the exact same proportion as the shares voted by non-Defendants in that election; or

(d) Alternatively, stay the Annual Meeting and permit Allied to conduct limited and expedited discovery to confirm Defendants formed the Knighted Group.

///

Mot. at 2–3; Mot. Br. at 7.2

On July 11, 2025, the Knighted Parties and So filed Oppositions to the Motion. Dkt. 54 (“Knighted Opp’n”); Dkt. 55 (“So Opp’n”). In her Opposition, So requests the court order Allied to post a bond of $1,651,952.90, pursuant to Fed. R. Civ. P. 65(c), if the court grants the Motion. So Opp’n at 20–21. Allied filed a reply in support of the Motion (“Reply”) on July 18, 2025. Dkt. 75 (“Reply”). This matter came to hearing on July 28, 2025.3 Dkt. 85. At the hearing, Plaintiff requested the court, at a minimum, stay the election of directors that is scheduled to take place at the Annual Meeting.

For the reasons stated herein, the court GRANTS in part Plaintiff’s Motion and ENJOINS any election to add or remove directors on Allied’s Board at the Annual Meeting, or at any other lawfully convened meeting of shareholders or directors. All other provisions of the Chancery Court of Delaware’s (the “Delaware Court”) Order Staying Action and Preserving Status Quo Pending 2024/2025 Annual Meeting, dated May 22, 2025 (the “Annual Meeting Order”), issued in Knighted Pastures, LLC v. Li, Case No. 2024-1158-JTL (the “Second Delaware action”), 2025 WL 1495717, at *2 (Del. Ch. May 22, 2025), may remain in effect throughout the duration of this action, absent further order by this court, including the restrictions set by the Delaware Court on Allied and its directors, officers, employees, and agents in paragraph nine of the Annual Meeting Order.

The court DENIES in part the Motion with respect to Plaintiff’s requests for an order compelling Defendants to file a Schedule 13D that discloses the formation of the alleged Knighted Group, postponing the Annual Meeting, mandating Defendants’ shares be voted proportionally, or allowing expedited discovery. The court DENIES So’s request for Plaintiff to post a bond. This Order shall remain in effect until further order of this court.

BACKGROUND

A. The Parties and Plaintiff’s Claims

Allied is an esports (electronic sports) entertainment company that hosts gaming tournaments, develops mobile games, and produces original programming related to video games. Compl. ¶ 19. Allied is a “small-cap” company whose stock has traditionally traded at less than $5 per share, yet has over $94 million in reported assets as of the filing

of the Motion.4 Mot. Br. at 8; Dkt. 31 (“Chen Decl.”) ¶ 4; Dkt. 32 (“Reynolds Decl.”) ¶ 15; Dkt. 32-15 at 5. According to Plaintiff, Allied’s success and significant cash holdings have made it a target for outside investors looking to acquire significant shares of the company at a relatively low price and seize control of its assets. Mot. Br. at 8; Chen Decl. ¶ 5.

Non-party Ourgame International Holdings Limited (“Ourgame”) is incorporated in the Cayman Islands and listed on the Stock Exchange of Hong Kong Limited, and is Allied’s largest shareholder with 11,986,523 shares (approximately 31.5% of Allied’s outstanding stock) as of June 2025. Dkt. 54-1 (“Roy Choi Decl.”) ¶ 11; Dkt. 54-13 at 49–50. The Knighted Parties contend Ourgame has controlled Allied and the Board since at least November 2021. Knighted Opp’n at 10; Roy Choi Decl. ¶ 17.

Defendant Knighted is a California limited liability company controlled solely by Defendant Roy Choi, which held 8,906,270 shares of Allied (23.4% of Allied’s outstanding common stock) as of June 4, 2025. Dkt. 1-1 at 2; Compl. ¶ 24. Roy Choi individually owned 3,080,153 shares of Allied (8.1% of Allied’s outstanding common stock) as of June 4, 2025. Dkt. 1-1 at 2. Combined, the Knighted Parties controlled 11,986,423 shares of Allied (31.5% of Allied’s outstanding stock) as of June 4, 2025, and were Allied’s second largest shareholder, at only 100 shares less than Ourgame.

Defendant Naomi Choi is Roy Choi’s mother, and the two have mutual business interests, including in a gaming services company, Elevated, LLC. Dkt. 32-9 at 2. As of June 4, 2025, Naomi Choi held 1,441,446 shares of Allied (3.8% of Allied’s outstanding common stock), making her the company’s third largest shareholder at the time. Dkt. 31-8 at 2. Naomi Choi did not own any shares until January 2024, at which point she rapidly accumulated her shares in a fifteen-month span. Dkt. 31-6 at 2; Dkt. 31-7 at 2.

Defendant So is a long-time business associate of Roy Choi, having worked previously as Knighted’s accountant for fifteen years and serving currently in executive positions at companies in which Roy Choi is an officer or director. Dkt. 32- 4 at 2–3; Dkt. 32-6 at 3; Dkt. 32-7 at 2; Hr’g Tr. at 15.5 So began acquiring shares of Allied in September or October 2023, Hr’g Tr. at 12, 40, and possessed 966,737 shares (2.5% of Allied’s outstanding common stock) as of June 4, 2025, making her Allied’s fourth largest shareholder at that time. Dkt. 31-8 at 2.

Allied alleges “Defendants have conducted a years-long scheme to amass large quantities of Allied’s stock without disclosing the same to Allied or its stockholders.” Dkt. 1 (“Compl”) ¶ 1. According to Plaintiff, Defendants are acting as a coordinated group that owns 14,394,626 shares collectively (37.8% of Allied’s outstanding stock), which they intend to use to elect a new Board at the upcoming August 4, 2025 Annual Meeting and take over the company. E.g., id.¶¶ 15–17, 52, 67, 80.

Plaintiff further alleges Defendants have failed to identify themselves publicly as a group via a Schedule 13D disclosure, as required under Section 13(d) of the Act.

Id.¶ 8. Allied contends,

The reason for [Defendants’] material omissions is simple: disclosing the Knighted Group would immediately trigger the provisions in the Rights Plan that [are] purposefully designed to protect Allied stockholders from precisely this conduct, namely, a stockholder or group of stockholders acquiring creeping control of [Allied] without paying a control premium[,] … thus causing the group’s holdings to be diluted and rendering unachievable its intended goal[.]

Id.¶ 70.

Plaintiff filed the Complaint in this action on June 11, 2025, alleging two causes of action for: (1) Violations of Section 13 of the Act; and (2) declaratory relief.

B. The Rights Plan, Delaware Actions, and Annual Meeting Order

On February 8, 2024, Allied’s Board adopted a Shareholder Rights Plan (“Rights Plan”) with a “poison-pill” provision. Chen Decl. ¶ 10; Dkt. 32-3. According to Plaintiff, the Rights Plan was enacted to protect Allied and its

shareholders from the risk of a hostile corporate takeover. Mot. Br. at 9; Chen Decl. ¶10. Before the Rights Plan went into effect, Knighted and Roy Choi were allowed to purchase shares up to the amount owned by Ourgame. Hr’g Tr. at 56–57. The Knighted Parties used this allowance to purchase exactly 100 fewer shares than Ourgame—11,986,523 to 11,986,423. Compare Dkt. 54-13 at 44–45, with id. at 44.

“Generally, the Rights [Plan] works by causing substantial dilution to any person or group [an “Acquiring Person”] that acquires beneficial ownership of ten percent (10%) or more of the Common Shares then outstanding.” Dkt. 32-3 at 4. Since both Knighted and Ourgame each owned more than 10% of Allied’s shares, the Rights Plan included a provision “grandfathering” existing shareholders, which states:

The Rights [Plan] also provides that any person who is the beneficial owner, as of the time of the first public announcement of the declaration of the Rights dividend, of ten percent (10%) or more of the outstanding Common Shares (each a “Grandfathered Stockholder”), shall not be deemed to be an “Acquiring Person” unless and until a Grandfathered Stockholder subsequently acquires beneficial ownership of additional shares of the then-outstanding Common Shares to an amount equal to or greater than the greater of (x) 10% or (y) the sum of (i) the lowest beneficial ownership of such person as a percentage of the outstanding Common Shares as of any time from and after the time of the first public announcement of the declaration of the Rights dividend plus (ii) 0.001%.

Id. at 5–6.

In March and November 2024, the Knighted Parties filed civil actions against Allied and its Board members in the Delaware Court, alleging Allied’s Board breached its fiduciary duties in an effort to entrench itself and use Allied’s resources to fund self-dealing transactions that favored Ourgame and Ourgame-affiliated entities. Id. at 16–17; Dkt. 54-2; Dkt. 54-3.

In the first action, Knighted Pastures LLC v. Li, Case No. 2024-0222-JTL (Del. Ch.) (“First Delaware action”), Knighted alleged Allied’s Board approved a series of defensive measures to entrench itself wrongfully, including approving the issuance of 19.9% of the outstanding shares, at a below-market price, to a Macau affiliate of Ourgame named Elite Fun Entertainment Co., Ltd. (the “Elite Transaction”). Roy Choi Decl. ¶ 19; Dkt. 54-2 ¶ 42–43; Dkt. 54-9 at 10–11. The Board rescinded the challenged actions on June 15, 2024, and the Delaware Court dismissed Knighted’s claims as moot on June 20, 2024. Dkt. 54-11 at 4; First Delaware action, 2024 WL 23 3305916, 2024 WL 3455319.

In the Second Delaware action, Knighted alleged the Board had engaged in the same tactics as in the prior action, by issuing new undervalued shares to Yellow River Global Capital on similar terms to the Elite Transaction, to dilute the share power of outside stockholders, impair Plaintiff’s proxy context, and maintain Board control. Dkt. 54-3 ¶¶ 3, 6, 9. On April 25, 2025, five days before trial was set to begin in the Second Delaware action, Allied and its directors filed an emergency motion, requesting the Delaware Court dismiss the action as moot, or, in the alternative, stay the action pending the Annual Meeting. Second Delaware action, 2025 WL 1361972. Knighted opposed the emergency motion. Id., 2025 WL 1371651.

On April 29, 2025, the Delaware Court granted the emergency motion, with the comment:

In light of the defendants’ agreement to all of the substantive relief sought in the case, the trial is continued without a rescheduled date (sine die, in the old parlance), and the case is stayed pending the outcome of the 2024-2025 annual meeting. The parties must agree to an order memorializing the stay and preserving the status quo pending annual meeting, and the defendants must set out in that order the commitments identified in their motion and reply brief. … If an issue arises between now and the annual meeting--or in its aftermath--that requires resolution, then any party may seek to lift the stay and litigate the issue for good case shown.

Id., 2025 WL 1251010, at *1. The parties subsequently submitted to the Delaware Court their positions regarding the specific provisions to be included in the stay order.

Id., 2025 WL 1506700, 2025 WL 1506697.

On May 22, 2025, the Delaware Court issued the Annual Meeting Order, stating in relevant part:

1. This action is stayed pending the outcome of the 2024/2025 Annual Meeting.

2. The Company must hold the 2024/2025 Annual Meeting on August 4, 2025.

3. The Record Date for the 2024/2025 Annual Meeting will be no later than June 25, 2025.

4. At the 2024/2025 Annual Meeting, the Company’s stockholders shall have the right to vote on the election of three Class B directors and three Class C directors to the Board.

10. The restrictions imposed by this Order may be waived on a case- by-case basis by the written agreement of Plaintiff and the Allied Defendants. The parties must provide the Court with written notice of any waiver.

Id., 2025 WL 1495717, at *1–2. The Delaware Court further ordered that Allied “shall operate in the ordinary course of business” until the Annual Meeting, subject to specific restrictions the court imposed on Allied and its directors, officers, employees, and agents. Id. at 2 ¶ 9.

On June 2, 2025, Knighted notified Allied of its intent to nominate six individuals, including Roy Choi, for seats on Allied’s Board (the “Notice”). Dkt. 1-1 at 2. Knighted also submitted a proposal to remove a seventh Board member from the Board for cause. Id. at 15; Dkt. 1-2 at 2. Both the nominations and the removal proposal are set to be voted on at the Annual Meeting. Allied replied on June 5, 2025, acknowledging the nominations, contesting the appropriateness of the removal proposal, and expressing “surprise[] that Knighted’s Notice did not disclose a group formation with several significant [Allied] shareholders, namely Naomi Choi and You-Ting ‘Rebecca’ So.” Dkt. 1-2 at 2. This action followed.

DISCUSSION

A. Preliminary Injunction

“A preliminary injunction is an extraordinary remedy never awarded as of right.”Winter v. Nat. Res. Def. Council, Inc., 555 U.S. 7, 24 (2008). A party seeking a preliminary injunction must establish: (1) it “is likely to succeed on the merits,” (2) it “is likely to suffer irreparable harm in the absence of preliminary relief,” (3) “the balance of equities tips in [its] favor,” and (4) “an injunction is in the public interest.”Id. at 20.

Alternatively, the Ninth Circuit has found an injunction may be appropriate when the moving party has raised “serious questions going to the merits” and “the balance of hardships tips sharply in [plaintiff’s] favor.”All. for the Wild Rockies v. Cottrell, 632 F.3d 1127, 1131-32 (9th Cir. 2011). The “[l]ikelihood of success on the merits is the most important Winter factor”; thus, “if a movant fails to meet this threshold inquiry, the court need not consider the other factors, in the absence of serious questions going to the merits.”Disney Enters., Inc. v. VidAngel, Inc., 869 F.3d 848, 856 (9th Cir. 2017) (quotations omitted).

1. Likelihood of Success on the Merits

Section 13(d)(1) and 17 C.F.R. § 240.13d-1 require any “person” who acquires beneficial ownership of more than 5% of the equity securities of a publicly held company to disclose their position in a Schedule 13D filing to the SEC within 10 days after such acquisition. A “person” is defined to include a group of owners who have agreed to act together in “acquiring, holding or disposing of securities.” 15 U.S.C. § 78m(d)(3).6 Section 13(d) “is designed to get essential information to investors enabling them to make informed investment decisions.”Chevron Corp. v. Pennzoil Co., 974 F.2d 1156, 1158 (9th Cir. 1992) (citing Piper v. Chris-Craft Indus., Inc., 430 U.S. 1, 31 (1977)). The merits of Allied’s claims, therefore, hinge on whether Defendants constitute a “group” under Section 13(d).

The definition of “group” is construed broadly. S.E.C. v. Jammin Java Corp., 16 No. 2:15-cv-08921-SVW (MRWx), 2016 WL 6595133, at *18 (C.D. Cal. July 18, 2016). “[T]o find that a ‘group’ exists under section 13(d)(3), a court must find that two or more people have formed a combination in support of a common objective.”S.E.C. v. Levy, 706 F. Supp. 61, 69 (D.D.C. 1989). “The agreement [to support a common objective] need not be formal or written; evidence of ‘coordinated action’ may be sufficient to indicate the existence of a group.”Arcturus Therapeutics Ltd. v. Payne, No. 3:18-cv-00766-MMA (NLS), 2018 WL 2316790, at *6 (S.D. Cal. May 22, 2018). “Whether the requisite agreement exists is a question of fact. The agreement may be formal or informal and may be proved by direct or circumstantial evidence.”

Morales v. Quintel Ent., Inc., 249 F.3d 115, 124 (2d Cir. 2001) (citations omitted).

The evidence here strongly supports the conclusion that Naomi Choi and So entered into a group with the Knighted Parties, and is sufficient to establish Plaintiff is likely to succeed on the merits of its claims. See All. for the Wild Rockies, 632 F.3d at 1131-32. Naomi Choi bought her first 310,063 Allied shares sometime between January and July 2024, Chen Decl. ¶ 9; Dkt. 31-6 at 2, around the time Allied adopted the Rights Plan, including the poison-pill provision

designed to prevent the Knighted Parties from acquiring further control of Allied, Dkt. 32-3, and the Knighted Parties filed the First Delaware action, alleging the Board wrongfully took actions intended to impede the Knighted Parties’ ability to wage a proxy contest and challenge the Board’s control of the company, Dkt. 54-2. As stated, Naomi Choi continued to buy Allied shares, eventually accumulating 1,441,446 shares (3.8%) by June 4, 2025, making her the third largest shareholder of Allied at that time. Dkt. 31-7 at 2.

The Knighted Parties argue in their Oppositions and supporting declarations that Ourgame abused its control of Allied’s Board to enrich itself, and that the Rights Plan was designed to further that goal. See, e.g., Roy Choi Decl. ¶ 21 (“In February 2024, the Board adopted a stockholder rights plan (the ‘Poison Pill’) that effectively prevents any other stockholder from challenging Ourgame’sstrangleholdon the Company.”) (emphasis added). They raised similar arguments in the First and Second Delaware actions. See Dkts. 54-2, 54-3. It defies belief and common sense that the mother of the person competing for control of a small cap company—which had just adopted a “stranglehold” Rights Plan to prevent such challenges—would suddenly begin and continue to acquire millions of dollars 7 of stock in said company for purely personal financial reasons wholly independent of, and not “in support of a common objective” shared with, her son. Levy, 706 F. Supp. at 69.

In his Declaration, Roy Choi argues “[i]t is not surprising that other investors, including … [his] mother, might conclude that Allied shares have been undervalued and that their value might appreciate substantially, either through new management or the current Board changing its behavior in response to shareholder pressure.” Roy Choi Decl. ¶ 11. But absent Naomi Choi and So’s shares, the Knighted Parties own 100 fewer shares than Ourgame, and only 31.5% of Allied’s outstanding common stock as of June 4, 2025. Dkt. 1-1 at 2; Dkt. 54-13 at 49–50. Since Defendants would not be able to secure the change they seek without increased pressure and/or a successful proxy challenge from the Knighted Parties, the court finds Plaintiff has more than met its burden to establish a likelihood of success on the merits with respect to Naomi Choi.

While the circumstances surrounding So’s acquisition of Allied shares are less clearly connected to the Knighted Parties than Naomi Choi’s, Plaintiff presents enough evidence to establish Allied has a reasonable probability of prevailing on the merits on its claim against So. It is undisputed Roy Choi has played a significant role in almost every aspect of So’s professional life for over a decade.8 So and Roy Choi met in 2005 and worked together for twelve years. Hr’g Tr. at 15. So served as Knighted’s long-time outside accountant during her tenure at Meloni Hribal Tratner LLP, through which she and Roy Choi discussed Allied’s assets and profitability as an investment. Dkt. 55-1 (“So Decl.”) ¶ 3; Hr’g Tr. at 10–11. Since leaving her role as Knighted’s accountant in November 2023, So has served as the Chief Financial Officer of Human Ingenuity Inc. since May 2024, and PM Studios since March 2025. Dkt. 32-4 at 2–3; Dkt. 32-7 at 2. Roy Choi is the Chief Executive Officer of Human Ingenuity Inc. and the “Lead of the Board of Directors” of PM Studios. Dkt. 32-6 at 25 3; Dkt. 32-7 at 2.

The strong connection between So’s professional endeavors and Roy Choi suggest it is at least improbable she would invest over $570,000 of her liquidity in Allied stock through the end of 2023 without meaningful coordination with Roy Choi.9 At the hearing on the Motion, So explained her investment decision in Allied resulted from a combination of speaking with Roy Choi twice, unshackling from professional inhibitions (having left the accounting firm where she served as Knighted’s accountant, through which she was initially introduced to Allied), and investment freedom following her divorce (where her ex-husband had previously made all investment decisions). Hr’g Tr. at 33, 80.

Financial documents from the fall of 2023 support So’s proposition that she had the liquidity to make such a purchase. Dkt. 88 (sealed). However, So testified at the hearing that she did not invest in any other companies she encountered during the time she worked as Knighted’s accountant, and that the only other company she invested in in late 2023 and early 2024 was NVIDIA and that the full extent of her investment amounted to approximately 200 shares at $100 per share for a total of $20,000. Hr’g Tr. at 35. So did not provide a credible reason for why she chose to invest so much of her liquid assets in Allied.10

So’s recollection of her conversation with Roy Choi regarding the potential returns on Allied stock is also probative of group formation. So testified that in 2022, Roy Choi asked her to review Allied’s balance sheet to confirm his understanding that the company had sold “some IP,” was “sitting on a ton of cash,” and had a low market capitalization, resulting in undervalued stock. Hr’g Tr. at 10-11. So testified she and Roy Choi discussed with particularity the benefits of liquidating Allied’s assets, and the returns shareholders could expect from such action. Hr’g Tr. at 11–12. For So and Roy Choi to benefit from such liquidated capital, they would each need to own Allied shares (which So did, acquiring over 970,000 shares from October 2023 to June 2025), and Roy Choi would need to gain control of the Board and company—given Defendants’ repeated assertions in this and the First and Second Delaware actions concerning alleged misconduct by the Board. See, e.g., Knighted Opp’n at 10 (“Allied’s control shareholder, Ourgame, … has pursued a variety of stratagems to both drain Allied’s cash and preserve its control over the Company’s Board.”); Dkts. 54-2, 54-3; So Decl. ¶ 13 (asserting “Allied’s directors … are irresponsibly wasting company dollars in their long running fight against activist investors Mr. Choi and Knighted”); Hr’g Tr. at 23, 26-27, .11 This evidence is sufficient to establish a reasonable likelihood that Plaintiff will succeed on the merits of its claim against So.

At the hearing on the Motion, So testified her initial acquisition of Allied shares in the fall and winter of 2023 occurred half a year before the adoption of the Rights Plan and the control fight between Allied and Ourgame. Hr’g Tr. at 83. Defendants argue there would be no need for So to buy shares in Allied on behalf of the Knighted Parties at that time, since the Rights Plan was not yet in place and no constraint existed on how many shares the Knighted Parties could buy. The court disagrees.

In the complaint in the First Delaware action, the Knighted Parties represented to the Delaware Court that, since the sale of Allied’s poker-related business in July 2021, “Knighted has repeatedly made inquiries to the Allied Board about [Allied’s] inability to successfully invest the cash proceeds from the sale.” Dkt. 54-2 ¶ 38. The Knighted Parties further alleged they first expressed interest in gaining representation on the Board in October 2022, and began to acquire “a significant number of shares” in December 2022. Dkt. 54-2 ¶¶ 37–38.

So testified she began to acquire shares in Allied in August or September 2023 after asking Roy Choi if he still “believe[d] in the stock” following their 2022 conversation, and confirming his assent. Hr’g Tr. 18–19, 41. In particular, So testified she decided to invest in Allied because she believed the company was undervalued and shareholders could profit if the company was liquidated—which would only occur if the Knighted Parties gained control of the Board. Hr’g Tr. at 12–13 (“Q. At that time, … was Allied Gaming profitable? A. No. Q. And yet you made a considerable investment in Allied despite the fact that it wasn’t profitable? A. Yes, I was looking at their net assets. Q. And what about their net assets was important to you? A. There are more assets … compared to their share price. … If it were to liquidate at that time, there will be more assets left over for the shareholders, meaning they could do more with the cash. Q. In order to do more with the cash, something would have needed to change, correct? A. Yeah, I- I don’t know what needs to be changed, but … I just know that the value, was … lower than it should be. So there’s an upside.”). Roy Choi’s asserted belief in Allied and So’s purchase of shares only align with the Knighted Parties’ allegations of misconduct by the Board if both believed So’s purchases would help the Knighted Parties obtain influence and/or control over Allied.

The Knighted Parties cite Rockwell Medical, Inc. v. Richmond Brothers, Inc., Case No. 2:17-cv-10757-RHC-MKM, 2017 WL 2264789, at *3 (E.D. Mich. May 24, 2017), to argue “a loose, informal group of disgruntled shareholders grousing about what they viewed to be shortcomings in [a company’s] management and exerting pressure in the hopes of obtaining a better return” does not qualify as a group under Section 13(d). Knighted Opp’n at 21. Rockwellis inapposite here, as the evidence in the record is more than sufficient to establish Defendants are more than a “loose, informal group of disgruntled shareholders” merely “grousing.”

In sum, Allied has demonstrated it is reasonably likely to establish the Knighted Parties formed a group with Naomi Choi and So, under Section 13(d), and succeed on the merits of its claims.

2. Irreparable Harm

Allied argues it and its shareholders will suffer irreparable harm if the Board vote is allowed to proceed without equitable relief. Mot. Br. at 21. The court agrees. The purpose of federal securities law is “to preserve a healthy market

be change for shareholders to benefit from the undervalued nature of the stock. See Hr’g Tr. at 12–13. The fact that she invested in only two companies and chose to increase her investment in Allied (in an amount close to $1 million), while investing only $20,000 in NVIDIA, calls into question her credibility, particularly as to her claim that she invested in Allied based on her independent evaluation of the company and her two conversations with Roy Choi in 2022 and 2023—with the latter consisting of a single question and answer exchange in October 2023 during which she asked Roy Choi whether he still had faith in the company, to which he replied that he did. Hr’g Tr. at 18-19, 41.

environment by ensuring full and truthful disclosure of all material information.”Med. Imaging Ctrs. of Am., Inc. v. Lichtenstein, 917 F. Supp. 717, 719 (S.D. Cal. 1996). Congress decided shareholders and corporations are entitled to Schedule 13D information, and holding a Board vote before Plaintiff’s plausible allegations are resolved would irreparably harm interests Congress protected expressly. Furthermore, the Supreme Court has noted “in corporate control contests[,] the stage of preliminary injunctive relief, rather than post-contest lawsuits, is the time when relief can best be given.”Piper, 430 U.S. at 42 (quotation marks and citations omitted). The court, therefore, finds Plaintiff has established sufficient risk of irreparable harm to warrant injunctive relief.

Defendants submit three challenges to Allied’s irreparable harm theory, all of which the court rejects. First, the Knighted Parties argue they mooted concerns regarding full and truthful disclosure of all material information by attaching the Complaint to their June 12, 2025 Schedule 13D. Knighted Opp’n at 25; Dkt. 54-16 at 5, 7–32. They point to Vestcom International, Inc. v. Chopra, 114 F. Supp. 2d 292, 300 (D.N.J. 2000), to argue disclosure “of a dispute and possible outcomes in the Schedule 13D [are] all that is required” when a Section 13(d) allegation is made before a proxy vote. Knighted Opp’n at 25.

Vestcom Internationalis distinguishable and inapposite, as (1) there was no board election pending in that case, (2) the defendants, there, filed amended Schedule 13D forms that corrected one of the two nondisclosures at the heart of the plaintiff’s claims, and (3) the SEC promulgated new rules after the plaintiff filed its complaint, rendering the second nondisclosure legal. Id.114 F. Supp. 2d at 299. In contrast, attaching a copy of the Complaint to the June 12, 2025 amended Schedule 13D, here, did not correct the alleged nondisclosure of the Knighted Group and moot this action, as the Knighted Parties continue to dispute Plaintiff’s claims and deny forming a group.

Second, the Knighted Parties reject the premise that it will be difficult to “unscramble the egg” if the election of directors proceeds at the Annual Meeting without injunctive relief. Knighted Opp’n at 26. Courts have recognized that “[a]n uninformed vote does not itself amount to irreparable harm if the difficulties inherent in unwinding large corporate transactions are absent.”E.g., Johnson as Tr. Of Johnson Fam. Tr. v. Saba Cap. Mgmt., L.P., Case No. 1:22-cv-04915-AT-BCM, 2023 WL 1345717, at *4 (S.D.N.Y. Jan. 31, 2023) (citation and quotation marks omitted). Here, however, the vote at issue involves replacement of all directors—who the Knighted Parties have accused of breaching their fiduciary duties and malfeasance. See Knighted Opp’n at 10. If the Knighted Parties were to prevail, the newly elected directors could dismiss this action—preventing Plaintiff’s claims from being resolved on their merits. Furthermore, based on So’s testimony at the hearing, it appears the Knighted Parties may seek Allied’s liquidation if they were to prevail. See Hr’g Tr. At 11–13. The court, therefore, will leave the egg unscrambled.

Finally, the Knighted Parties argue Allied’s delay in seeking a preliminary injunction demonstrates the lack of irreparable harm. Knighted Opp’n at 27. According to the Knighted Parties, the timing of Plaintiff’s Complaint and this Motion shows “strategic delay,” given “Allied states in the Complaint that it discovered the purported ‘scheme’ by March 2025.” Knighted Opp’n at 27–28 (citing Compl. ¶ 71).

The Knighted Parties misrepresent the cited portion of the Complaint, which states:

Allied was not aware of this scheme until it discovered the massive increase in Naomi Choi’s stock holdings. Specifically, Allied noticed that Ms. Choi had become the Company’s third largest stockholder in less than a year. In fact, she owned zero stock in Allied prior to January 2024, and thereafter acquired approximately 310,000 shares before July 2024, and an additional 1.1 million shares between July 2024 and March 2025.

Compl. ¶ 71. Plaintiff does not allege itdiscovered the purported “scheme” by March 2025, as the Knighted Parties contend, but rather that the “scheme” was discovered at a later date, when Allied noticed Naomi Choi had acquired 1.1 million shares between July 2024 and March 2025. See id. In fact, Plaintiff states it “became aware that Ms. Choi and Ms. So had become the Company’s third and fourth largest shareholders” in late May and early June 2025. Dkt. 31 at 8. Plaintiff filed its Complaint on June 11, 2025, Dkt. 1, and the Motion on June 27, 2025, Dkt. 30. This timing does not suggest any “strategic delay.” The Knighted Parties’ argument, thus, fails.

The Knighted Parties also argue that “given Allied’s admission that it regularly receives non-objecting beneficial owner (“NOBO”) lists, it is not credible that it did not know of Ms. So’s ownership by at least December 2023, when she was the third largest stockholder on the list, or [Naomi] Choi’s by July 2024, when she was sixth.”Id. at 28 (citations omitted). This argument is unconvincing.

While Allied knew about the Knighted Parties for at least a year and a half, it likely would have been difficult to determine whether Naomi Choi and So were affiliated with the Knighted Parties. Reply at 19. So’s legal name is “Yiu-Tung So,” but her name appears on the NOBO lists as “Rebecca So.”See, e.g., Dkt. 31-5 at 2. Determining the two names belonged to the same individual is not a given, and Allied would also need to have known So and Roy Choi were affiliated in the first place. Similarly, the surname “Choi” is common, and it would not be readily apparent that Naomi Choi was Roy Choi’s mother. In fact, Allied states it only learned of Naomi Choi’s maternal status during a deposition for one of the Delaware actions in late February 2025. Opp’n at 75. Moreover, it was not until June 2, 2025, that Knighted submitted its notice nominating a total of six directors and proposing the removal of one director for cause, and then June 9, 2025, that Roy Choi denied in writing that no “group” existed. Dkt. 31 at 8. Allied filed its Complaint two days later, and its Motion sixteen days after that, after the impact of the alleged Schedule 13D omission had become apparent. The court, therefore, is unpersuaded by Defendants’ arguments regarding irreparable harm.

3. Balance of Equities & the Appropriate Form of Equitable Relief

“Injunctive relief should be ‘no more burdensome to the defendant than necessary to provide complete relief to the plaintiffs before the court.”’E. Bay Sanctuary Covenant v. Biden, 993 F.3d 640, 680 (9th Cir. 2021) (quoting Regents of the Univ. of Cal. v. U.S. Dep’t of Homeland Sec., 908 F.3d 476, 511 (9th Cir. 2018)). The equitable relief granted by the district court is acceptable where it is “necessary to give prevailing parties the relief to which they are entitled.”Bresgal v. Brock, 843 F.2d 1163, 1170–71 (9th Cir. 1987) (collecting cases). District courts have “considerable discretion in fashioning suitable relief and defining the terms of an injunction[,]” so long as the relief is “tailored to remedy the specific harm alleged.”Lamb-Weston, Inc. v. McCain Foods, Ltd., 941 F.2d 970, 974 (9th Cir. 1991) (citations omitted).

A narrowly-crafted injunctive order tips the balance of the equities in favor of Allied. Enjoining the election of six directors, removal of the seventh director is the least burdensome means to preserve the status quo. Such relief prevents irreparable harm to Allied, while also preventing the potential harm that could result to Defendants if the court were to order them to file amended Schedule 13D forms that contain information they dispute or order their shares be voted proportionally to all other shares. See Knighted Opp’n at 18, 28–30 & n. 5; So Opp’n at 19. This factor supports injunctive relief.

4. Public Interest

The public interest strongly supports an injunction. Congress created Section 13(d)’s group provision to address allegations like the ones here. “If shareholders lack the required information to vote on corporate governance at an [upcoming shareholders meeting to elect directors], the hardship would be on the shareholders and the public.”Arcturus Therapeutics, 2018 WL 2316790 at *9. “Effective enforcement of the federal securities laws promotes the public interest.”Id.(citation omitted).

Allowing the election and removal of Plaintiff’s directors to proceed at the Annual Meeting while plausible allegations of undisclosed group formation are pending, would undermine the goal of Section 13(d). Therefore, the public interest supports injunctive relief.

5. Conclusion Regarding Winter Factors

As Plaintiff establishes it is entitled to a narrow preliminary injunction under the Winter factors, the court grants equitable relief in the form of enjoining the election or removal of directors at the Annual Meeting. All other provisions of the Annual Meeting Order not directly addressed in this Order shall remain undisturbed. In particular, the restrictions set by the Delaware Court on Allied and its directors, officers, employees, and agents in paragraph nine of the Annual Meeting Order may remain in effect throughout the duration of this action, absent further order by this court.

B. The Delaware Court’s Annual Meeting Order and the Rooker-Feldman Doctrine

Defendants argue an injunction would violate the Annual Meeting Order and is barred by the Rooker-Feldman doctrine. Knighted Opp’n at 30; So Opp’n at 19–20. Under the Rooker-Feldman doctrine, federal district courts lack subject matter jurisdiction to hearde facto appeals from state court judgments. Cooper v. Ramos, 704 F.3d 772, 777 (9th Cir. 2012).

A plaintiff’s claims constitute an impermissiblede facto appeal when the “federal plaintiff asserts as a legal wrong an allegedly erroneous decision by a state court, and seeks relief from a state court judgment based on that decision[.]”Noel v. Hall, 341 F.3d 1148, 1164 (9th Cir. 2003). “If, on the other hand, a federal plaintiff asserts as a legal wrong an allegedly illegal act or omission by an adverse party, Rooker-Feldman does not bar jurisdiction.”Id.“If there is simultaneously pending federal and state court litigation between the two parties dealing with the same or related issues, the federal district court in some circumstances may abstain or stay proceedings; or if there has been state court litigation that has already gone to judgment, the federal suit may be claim-precluded under [28 U.S.C.] § 1738.”Id.“But in neither of these circumstances does Rooker-Feldmanbar jurisdiction.”Id.

The Annual Meeting Order stayed the Second Delaware action pending the election of directors at Allied’s Annual Meeting: it did not enter judgment on the merits of the Knighted Parties’ claims. Defendants do not cite any legal authority for the proposition that the Rooker-Feldman doctrine bars federal courts from taking actions that may conflict with or modify interlocutory orders by a state court. The Rooker-Feldman doctrine, therefore, is inapplicable to this action and does not bar the court from enjoining the election or removal of Allied’s directors.

C. Plaintiff’s Request for Expedited Discovery

In addition to a stay of the Annual Meeting and election of directors, Allied requests the court order expedited discovery. Mot. Br. at 26–28. The Private Securities Litigation Reform Act (“PSLRA”) provides, in relevant part:

In any private action arising under this chapter [15 U.S.C. §§ 78a, et seq.], all discovery and other proceedings shall be stayed during the pendency of any motion to dismiss, unless the court finds upon the motion of any party that particularized discovery is necessary to preserve evidence or to prevent undue prejudice to that party.

15 U.S.C. § 78u-4(b)(3)(B).

The pendency of a motion to dismiss is an important trigger, as this provision clearly contemplates that discovery should be permitted in securities class actions only after a court has sustained the legal sufficiency of the complaint. SG Cowen Sec. Corp. v. U.S. Dist. Ct. for N.D. Cal.,189 F.3d 909, 912 (9th Cir. 1999) (citations omitted). As the party seeking expedited discovery, Allied bears the burden of demonstrating the mandatory discovery stay imposed by the PSLRA should be lifted. See, e.g., Sokolowski v. Adelson, No. 2:14-cv-00111-JCM-NJK, 2014 WL 1777996, at *2 (D. Nev. May 2, 2014); Brown v. China Integrated Energy, Inc., Case No. 2:11-cv-02559-MMM (PLAx), 2012 WL 1129909, at *7 (C.D. Cal. Apr. 2, 2012).

Allied argues it faces irreparable harm if the election of directors at the Annual Meeting were allowed to proceed, and that a stay, coupled with expedited discovery, will allow it to collect confirmatory evidence that is only in the possession of Defendants, while imposing “relatively little burden” on Defendants.12 Mot. Br. at 27. As the court rules that an injunction staying any election to add, replace, or remove any directors on Allied’s Board is appropriate here, expedited discovery is not necessary to prevent undue prejudice to Plaintiff.

The court, therefore, DENIES Allied’s request for expedited discovery. See SG Cowen,189 F.3d at 912.

D. So’s Request for Bond

Fed. R. Civ. P. 65(c) (“Rule 65”) states a “court may issue a preliminary injunction or a temporary restraining order only if the movant gives security in an amount that the court considers proper.” “Despite the seemingly mandatory language, Rule 65(c) invests the district court with discretion as to the amount of security required, if any.”Johnson v. Couturier, 572 F.3d 1067, 1086 (9th Cir. 2009) (quotation marks omitted, emphasis in original). A district court may dispense with the filing of a bond if it concludes there is no realistic likelihood of harm to the defendant from the injunction. Id. It is within the district court’s discretion to determine the amount and appropriateness of the security required by Rule 65(c). Id.

So requests the court require “Allied post a bond in an amount that this [c]ourt deems proper, and of no less than $1,651,952.90 (the current cost of buying the shares Allied is trying to deprive Ms. So of using).” So Opp’n at 20–21. So fails to establish a bond is necessary here.

First, it is entirely speculative that she would receive $1.65 million for her shares if she sold them all at once, since the surge in supply would likely suppress the price of Allied’s shares. See Sionix Corp. v. Moorehead, 299 F. Supp. 2d 1082, 1088 (S.D. Cal. 2003) (finding bond calculation “speculative” when defendant attempted to calculate the bond amount based on the total value of his shares if sold all at once). Second, there is no evidence the court’s injunction of the election impairs the value of So’s shares or renders them worthless. The only way these shares would be deemed worthless absent the enjoined election is if So demonstrated the shares’ continued value was dependent upon the Knighted Parties obtaining control of the Board and company at the Annual Meeting—which would support Plaintiff’s allegations that Defendants have formed an undisclosed group.

At the hearing, So testified she was not aware Roy Choi had brought lawsuits against Allied and accused its directors of breaching their fiduciary duty to Allied until she was served in this action. Hr’g Tr. at 19–21. So further testified she did not discuss her investment in Allied with Roy Choi at any time and at most discussed his theory

concerning the undervaluation of Allied’s shares in 2022 and his continued faith in the company in 2023. Id. at 20, 41. If her testimony is to be believed, So purchased shares in Allied knowing the company was controlled by the current Board and without any expectation the Knighted Parties would initiate a proxy contest and take over the Board and company.

The court, therefore, finds there is no realistic likelihood of harm to So arising from a stay of the election of directors at the Annual Meeting, pending the resolution of this action, and DENIES So’s request for a bond in its entirety.

CONCLUSION

The court, having considered Allied’s Motion and finding good cause therefor, and with the intent of maintaining the status quo concerning Allied’s governance, hereby GRANTS IN PART the Motion and ORDERS as follows:

1. The court preliminarily ENJOINS the parties from holding any election of Allied’s board of directors during the pendency of this action, including but not limited to an election for six of the seven seats on the Board and Knighted’s proposal to remove the seventh director for cause, at Allied’s combined 2024 and 2025 Annual Shareholder’s Meeting presently scheduled for August 4, 2025, or at any other lawfully convened meeting of shareholders or directors;

2. Plaintiff’s requests for an order: (a) compelling Defendants to file a Securities and Exchange Commission Schedule 13D/A Form admitting to the existence of a “group,” (b) postponing the Annual Meeting, (c) requiring Defendants’ shares to be voted proportionally at the Annual Meeting, and (d) authorizing expedited discovery are DENIED.

3. So’s request that Allied post a bond of $1,651,952.90 is DENIED. The court EXCUSES Allied from the need to post a bond under Fed. R. Civ. P. 65(c). See Couturier, 572 F.3d at 1086.

4. All other provisions of the Annual Meeting Order not directly addressed in this Order remain undisturbed. In particular, the restrictions set by the Delaware Court on Allied and its directors, officers, employees, and agents in paragraph nine of the Annual Meeting Order may remain in effect throughout the duration of this action, absent further order by this court.

5. The parties are ORDERED to file within two (2) business days of the date of this Order a copy of this Order with the Delaware Court, and a declaration in this court attesting to their compliance.

6. This Order shall remain in effect until further order of this court.

IT IS SO ORDERED.

FERNANDO L. AENLLE-ROCHA

United States District Judge