Allied Gaming & Entertainment Inc.

Current report

We are currently not in compliance with Nasdaq’s continued listing requirements. Failure to regain compliance with Nasdaq’s listing requirements could result in delisting and adversely affect our stock price, liquidity and ability to raise capital.

Current report

Our continued eligibility for listing on Nasdaq depends on our ability to comply with Nasdaq’s continued listing requirements. Continued listing of a security on Nasdaq is conditioned upon compliance with various continued listing standards.

Current report

On April 17, 2025, the Company received the Form 10-K Letter from the Staff of Nasdaq notifying the Company that it was not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company’s Form 10-K was not filed with the SEC by the required due date of March 31, 2025 (or April 15, 2025, following the Form 12b-25 filed by the Company on March 31, 2025). The Form 10-K Letter had no immediate effect on the listing or trading of the Company’s shares. We filed the Form 10-K on June 9, 2025, and received a letter from the Staff of Nasdaq on June 10, 2025, notifying the Company that it had regained partial compliance with the periodic filings requirements upon the filing of the Form 10-K.

Current report

On May 22, 2025, the Company received the Form 10-Q Letter from the Staff of Nasdaq notifying the Company that it was not in compliance with the periodic filing requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company’s Form 10-Q was not filed with the SEC by the required due date of May 15, 2025 (or May 20, 2025, following the Form 12b-25 filed by the Company on May 15, 2025) and because the Company had at the time of the Form 10-Q Letter remained delinquent in its filings for its Form 10-K.

Current report

Under Nasdaq rules, the Company had until Monday June 16, 2025, or 60 calendar days from the receipt of the Form 10-K Letter, to submit the Compliance Plan to the Staff. On June 16, 2025, the Company submitted its Compliance Plan to the Staff with respect to its delinquent Form 10-Q filings. If Nasdaq accepts the Compliance Plan, Nasdaq may grant an exception until Monday, October 13, 2025, to regain compliance with the Nasdaq rules.

Current report

In addition, on June 18, 2025, the Company received a notice from the Staff of Nasdaq indicating that, based on the Company's non-compliance with Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company's fiscal year end, in addition to the Company's non-compliance with Listing Rule 5250(c)(1) with respect to its Form 10-Q, the Staff determined to initiate procedures to delist the Company's securities unless the Company requested an appeal the Panel by June 25, 2025. On June 25, 2025, the Company submitted to the Staff a Request for Additional Stay, requesting a further stay of any suspension action pending the conclusion of the hearing process. Also on June 25, 2025, the Company received from the Staff a letter providing formal notice that the Panel will consider the Company's appeal at an oral hearing. A hearing is scheduled for July 31, 2025.

Current report

If Nasdaq delists the Company’s common stock from trading on its exchange for failure to meet the requirements for continued listing or any other listing standards, we and our stockholders could face significant material adverse consequences including:

Previous report

We are subject to actions and proposals from stockholders and others that do not align with our business strategies or the interests of our other stockholders. Responding to such actions is costly and time-consuming, disrupts our business and operations and diverts the attention of our board of directors, management and employees from the pursuit of our business strategies. Such activities interferes with our ability to execute our strategic plan. Activist stockholders or others may create perceived uncertainties as to the future direction of our business or strategy which may be exploited by our competitors and may make it more difficult to attract and retain qualified personnel and potential customers, and may affect our relationships with current customers, vendors, investors and other third parties. In addition, Knighted Pastures LLC has initiated a proxy contest for the election of directors at our 2024 annual meeting of stockholders which has required us to incur significant legal fees and proxy solicitation expenses and require significant time and attention by management and our board of directors. The perceived uncertainties as to our future direction also could affect the market price and volatility of our securities.