Allied Gaming & Entertainment Inc.
For the period ended Dec 31, 2023. Filed Mar 28, 2024.
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FY2023 · Filed Mar 28, 2024
AIFA$3.91-1.5%Stored close · as of Nov 9, 2026
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Item 16. Form 10-K Summary
EXHIBIT INDEX
| Exhibit No. | Description |
| 2.1 | Agreement and Plan of Reorganization, dated December 19, 2018, by and among Black Ridge Acquisition Corp., Black Ridge Merger Sub, Corp., Allied Esports Entertainment, Inc., Noble Link Global Limited, Ourgame International Holdings Ltd., and Primo Vital Ltd. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 19, 2018) |
| 2.2 | Amendment to Agreement and Plan of Reorganization, dated August 5, 2019 (incorporated by reference to Exhibit 2.2 to the Company’s Current Report on Form 8-K filed August 15, 2019) |
| 2.3 | Agreement of Merger, dated August 9, 2019, between Noble Link Global Limited and Allied Esports Media, Inc. (incorporated by reference to Exhibit 2.3 to the Company’s Current Report on Form 8-K filed August 15, 2019) |
| 2.4 | Plan of Merger, dated August 9, 2019, between Noble Link Global Limited and Allied Esports Media, Inc. (incorporated by reference to Exhibit 2.4 to the Company’s Current Report on Form 8-K filed August 15, 2019) |
| 2.5 | Stock Purchase Agreement, dated January 19, 2021, by and among Allied Esports Entertainment, Inc., Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 19, 2021) |
| 2.6 | Amended and Restated Stock Purchase Agreement, dated March 19, 2021, by and among Allied Esports Entertainment, Inc., Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 22, 2021) |
| 2.7 | Amendment No. 1 to Amended and Restated Stock Purchase Agreement, dated March 29, 2021, by and among Allied Esports Entertainment, Inc., Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 30, 2021) |
| 3.1 | Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 15, 2019) |
| 3.2 | Amendment to the Second Amended and Restated Certificate of Incorporation of Allied Esports Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 27, 2020) |
| 3.3 | Second Amendment to the Second Amended and Restated Certificate of Incorporation of Allied Esports Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed November 9, 2020) |
| 3.4 | Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Allied Esports Entertainment, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 1, 2022) |
| 3.5 | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 9, 2024) |
| 3.6 | Certificate of Designation of Series A Junior Participating Preferred Stock of Allied Gaming & Entertainment, Inc. (incorporated by reference to Exhibit 3.1 filed on February 9, 2024) |
| 4.1 | Specimen common stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Form S-1/A filed September 22, 2017) |
| 4.2 | Specimen warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Form S-1/A filed September 22, 2017) |
| 4.3 | Specimen Rights Certificate (incorporated by reference to Exhibit 4.4 to the Company’s Form S-1/A filed September 22, 2017) |
| 4.4 | Form of warrant Agreement between Continental Stock Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.5 to the Company’s Form S-1/A filed September 22, 2017) |
| 4.5* | Description of Registrant’s Securities |
| 4.6 | Form of Common Stock Purchase Warrant issued June 8, 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 8, 2020) |
| 4.7 | Allied Esports Entertainment, Inc. 2019 Stock Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed August 24, 2021) |
| 4.8 | Allied Esports Entertainment, Inc. 2019 Stock Incentive plan Amendment dated December 30, 2021 (incorporated by reference to the Company’s Current Report on Form 8-K filed December 30, 2021) |
| 4.9 | Rights Agreement, dated as of February 9, 2024, by and between Allied Gaming & Entertainment Inc. and Continental Stock Transfer & Trust, as rights agent (incorporated by reference to Exhibit 4.1 filed on February 9, 2024) |
| Exhibit No. | Description |
| 10.1† | Pliska Employment Agreement dated January 24, 2018 (incorporated by reference to Exhibit 10.49 to the Company’s Current Report on Form 8-K filed August 15, 2019) |
| 10.2† | Pliska Employment Agreement Amendment dated June 1, 2018 (incorporated by reference to Exhibit 10.50 to the Company’s Current Report on Form 8-K filed August 15, 2019) |
| 10.3† | Pliska Employment Agreement Second Amendment dated December 19, 2018 (incorporated by reference to Exhibit 10.51 to the Company’s Current Report on Form 8-K filed August 15, 2019) |
| 10.4† | Change in Control Agreement dated December 31, 2020 by and between Allied Esports Entertainment, Inc. and Adam Pliska (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 19, 2021) |
| 10.5† | Restricted Stock Unit Agreement dated January 19, 2021 by and between Allied Esports Entertainment, Inc. and Frank Ng (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 19, 2021) |
| 10.6 | Assignment and Assumption Agreement dated April 24, 2020 among Ourgame International Holdings Limited, Trisara Ventures, LLC, Adam Pliska and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 30, 2020) |
| 10.7 | Separation Agreement and Release dated February 16, 2022 by and between Libing (Claire) Wu and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 18, 2022) |
| 10.8 | Release and Non-disparagement Agreement dated March 7, 2022 by and between Jerry Lewin and the Company (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K filed May 25, 2022) |
| 10.9 | Settlement Agreement, dated April 15, 2022, by and between Ourgame International Holdings Limited and the Company (incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-K filed May 25, 2022) |
| 10.10 | Equity Interest Purchase Agreement, dated August 16, 2023, by and between the Company, Beijing Lianzhong Co., Ltd., and Beijing Lianzhong Zhihe Technology Co., Ltd., Beijing Shuimu Zhijiang Technology Center (LLP), and Beijing Mizar JY Technology Co., Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on November 9, 2023) |
| 10.11* | Share Purchase Agreement, dated December 28, 2023, by and between the Company and Elite Fun Entertainment Co., Ltd. |
| 21.1* | Subsidiaries of Company |
| 23.1* | Consent of ZH CPA, LLC |
| 31.1* | Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a) |
| 31.2* | Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a) |
| 32.1* | Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350 |
| 32.2* | Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350 |
| 101.INS* | Inline XBRL Instance Document* |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema* |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase* |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase* |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase* |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase* |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Furnished herewith. |
|---|---|
| † | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Annual Report on Form 10-K pursuant to Item 15(a)(3) and Item 15(b) of this Annual Report on Form 10-K. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| March 28, 2024 | ALLIED GAMING & ENTERTAINMENT, INC. | ||
|---|---|---|---|
| By: | /s/ Yinghua Chen | ||
| Name: | Yinghua Chen | ||
| Title: | Chief Executive Officer | ||
| (Principal Executive Officer) | |||
POWER OF ATTORNEY
We, the undersigned directors and/or executive officers of Allied Gaming & Entertainment Inc. hereby severally constitute and appoint Yinghua Chen, acting singly, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her in any and all capacities, to sign this report on Form 10-K, or amendment thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing necessary or appropriate to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that said attorney-in-fact and agent, or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date |
|---|---|---|
| /s/ Yinghua Chen | Chief Executive Officer (principal executive officer) and Director | March 28, 2024 |
| Yinghua Chen | ||
| /s/ Roy Anderson | Chief Financial Officer (principal financial and accounting officer) | March 28, 2024 |
| Roy Anderson | ||
| /s/ Yushi Guo | Director | March 28, 2024 |
| Yushi Guo | ||
| /s/ Joseph Lahti | Director | March 28, 2024 |
| Joseph Lahti | ||
| /s/ Yangyang Li | Director | March 28, 2024 |
| Yangyang Li | ||
| /s/ Jingsheng (Jason) Lu | Director | March 28, 2024 |
| Jingsheng (Jason) Lu | ||
| /s/ Adam Pliska | Director | March 28, 2024 |
| Adam Pliska | ||
| /s/ Guanzhou (Jerry) Qin | Director | March 28, 2024 |
| Guanzhou (Jerry) Qin | ||
| /s/ Yuanfei Qu | Director | March 28, 2024 |
| Yuanfei Qu | ||
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
| Report of Independent Registered Public Accounting Firm (PCAOB ID:6413) | F-2 |
|---|---|
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023 and 2022 | F-6 |
| Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2023 and 2022 | F-7 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022 | F-8 |
| Notes to Consolidated Financial Statements | F-10 |
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