Allied Gaming (NASDAQ: AGAE) cleared by Nasdaq panel on Rule 5620(a)

Rhea-AI Filing Summary

Allied Gaming & Entertainment Inc. reported that a Nasdaq Hearings Panel has determined the company is in compliance with Nasdaq Listing Rule 5620(a), which requires holding an annual shareholder meeting within twelve months of fiscal year-end. The company previously faced a delisting process after Nasdaq staff found it had not met this requirement. Allied Gaming held a combined 2024 and 2025 Annual Meeting of Stockholders and presented its case and supplemental information to the Panel. Based on these steps, the Panel found the company compliant, so Allied Gaming has regained compliance with Listing Rule 5620(a) and the matter is now considered closed.

Insights

Equity Market Structure Analyst

Allied Gaming resolves Nasdaq compliance issue, avoiding delisting pressure.

The update shows Allied Gaming & Entertainment successfully addressed a Nasdaq deficiency tied to Listing Rule 5620(a), which focuses on timely annual shareholder meetings. The company held a combined 2024 and 2025 annual meeting and presented additional information at a Nasdaq Hearings Panel session.

The Panel’s decision that Allied Gaming is now in compliance removes the immediate risk associated with the prior delisting procedure. This keeps the company’s common stock listed on Nasdaq under its existing symbol, with the matter described as closed. The development primarily affects trading venue stability and governance optics rather than underlying business performance.

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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): September 2, 2025

Allied Gaming & Entertainment Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38226		82-1659427
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

745 Fifth Avenue, Suite 500

New York, New York 10151

(Address of principal executive offices, including 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 (see General Instruction A.2. below):

☐ 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 Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	AGAE	NASDAQ

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 8.01. Other Events.

As previously disclosed in a Form 8-K filed on June 25, 2025, on June 25, 2025, Allied Gaming & Entertainment Inc. (the “Company”) submitted a request to Nasdaq Hearings Panel (the “Panel”) to appeal a decision by the Staff of The Nasdaq Stock Market to initiate delisting procedure for 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.  On August 4, 2025, the Company held its combined 2024 and 2025 Annual Meeting of Stockholders.  In addition, the Company attended the hearing with the Panel and also provided certain supplementary information to the Panel.   On September 2, 2025, the Panel issued its decision, in which the Panel finds that the Company is in compliance with Listing Rule 5620(a).  Accordingly, the Company has regained compliance with Listing Rule 5620(a) and this matter is now closed.

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: September 4, 2025	By:	/s/ Roy Anderson
		Roy Anderson
		Chief Financial Officer

FAQ

What did Allied Gaming & Entertainment Inc. disclose in this 8-K filing?

Allied Gaming & Entertainment Inc. disclosed that a Nasdaq Hearings Panel determined the company is in compliance with Nasdaq Listing Rule 5620(a), which had previously led to a delisting procedure.

Why was Allied Gaming & Entertainment Inc. facing a Nasdaq delisting process?

The company faced a delisting process because Nasdaq staff determined it was not in compliance with Listing Rule 5620(a), which requires holding an annual meeting of shareholders within twelve months of the fiscal year end.

How did Allied Gaming & Entertainment Inc. regain compliance with Nasdaq Listing Rule 5620(a)?

Allied Gaming held a combined 2024 and 2025 Annual Meeting of Stockholders, attended a hearing with the Nasdaq Hearings Panel, and provided supplementary information, after which the Panel found the company in compliance.

What was the Nasdaq Hearings Panel’s decision regarding Allied Gaming & Entertainment Inc.?

On September 2, 2025, the Nasdaq Hearings Panel decided that Allied Gaming & Entertainment Inc. is in compliance with Listing Rule 5620(a), closing the matter.

What does this Nasdaq compliance decision mean for Allied Gaming & Entertainment’s Nasdaq listing?

The decision means Allied Gaming & Entertainment has regained compliance with Nasdaq Listing Rule 5620(a), so the prior delisting procedure related to that rule is no longer ongoing.

What corporate action did Allied Gaming & Entertainment Inc. take to address Nasdaq’s concerns?

The company held its combined 2024 and 2025 Annual Meeting of Stockholders and engaged with the Nasdaq Hearings Panel, including providing supplementary information.