Allied Gaming & Entertainment Inc.

Current report

We have been subject to aggressive and malicious proxy contest and related shareholder litigations by Knighted Pastures, which has caused us to incur significant legal expenses and impaired our business strategy.

Current report

As discussed in more detail in Item 3, “Legal Proceeding” below, the Company and its Board are subject to litigation involving one of its major stockholders, Knighted Pastures, LLC (“Knighted Pastures”), and its managing member. As we have disclosed in various filings with the SEC, the Company believes that Knighted Pastures is employing litigation tactics and stockholder activism to obtain control of the Company’s Board without paying a control premium. Knighted Pastures has indicated it intends to seek representation on the Company’s Board and to seek the removal for cause of certain additional directors. On October 27, 2024, the Company offered Knighted Pasture’s managing member a seat on the Company’s Board. On October 31, 2024, Knighted Pastures refused the proposal and demanded four seats on the Company’s Board. As described further herein, on November 12, 2024, Knighted Pastures filed a lawsuit challenging the Company’s strategic partnership and equity investment with an affiliate of Yellow River. The Company and its Board believe the lawsuit is entirely without merit and is defending against the claims vigorously.

Current report

In addition, at the combined 2024/2025 annual meeting of stockholders (the “Combined Annual Meeting”), Knighted Pastures nominated three directors for election to our board of directors, which has resulted in the Company’s incurrence of unexpected costs and a diversion of time and resources. The Knighted Pastures director nominees are inexperienced in working with an experimental entertainment company. Responding to the proxy contest and related litigatory actions has been costly and time-consuming, and has disrupted the Company’s operations and diverted the attention of our Board of Directors, management and employees.

Current report

To date we have incurred significant legal fees with respect to the Knighted Pastures stockholder litigation and related proxy contest, as well as fees incurred pursuing good faith negotiations with Knighted Pastures, which has, and may continue to, negatively impacted our financial performance. In addition, in the event we are unsuccessful and directors nominated by Knighted Pastures are elected to our board of director, such directors may disagree with the strategic directions of the Company or otherwise take actions that may adversely affect the interest of our stockholders. Further, continued and persistent shareholder activism may result in reputational harm to us, loss of customers, decreased strategic partner engagement, or other adverse impacts to our business.

Current report

In connection with our complaint against Knights Pastures regarding its beneficial ownership filings with the SEC (the “Rule 13D Action”), on August 1, 2025, the United States District Court for the Central District of California (the “Court”) issued an order that the Combined Annual Meeting not be postponed and enjoining Allied and Knighted Pastures from conducting any vote regarding changes to the composition of our Board of Directors at the Combined Annual Meeting. As such, the Annual Meeting was held as planned on August 4, 2025, but no vote was taken on any of the Company’s or Knighted’s director nominees or Knighted’s proposal to remove our director from the board of directors. While we have maintained control over our Board of Directors after the Annual Meeting, we expect Knighted Pasture to continue its aggressive tactics to gain control of the Company, either by additional litigations or engagement of proxy contests in the future. Furthermore, we cannot predict how the Court will ultimately decide with respect to the Rule 13D Action, and any adverse judgment may cause us to lose control of our Board of Directors, which will seriously impair our business operation, financial conditions and price of our stock.

Previous 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.

Previous 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.

Previous 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.