[8-K] Allied Gaming & Entertainment Inc. Reports Material Event

Rhea-AI Filing Summary

Allied Gaming & Entertainment (NASDAQ:AGAE) disclosed it received a Nasdaq delisting notice on 6/18/25 for two rule breaches.

• Rule 5620(a): failed to hold an annual shareholder meeting within 12 months of fiscal year-end.
• Rule 5250(c)(1): did not file its Form 10-Q for the quarter ended 3/31/25.

The notice states Nasdaq will delist the stock unless the company appeals by 6/25/25. On 6/25/25, AGAE filed a hearing request and stay, which automatically suspends any delisting action until a Nasdaq Hearings Panel rules or grants an extension.

Investors should monitor the timing of the overdue 10-Q, the scheduling of the shareholder meeting, and any conditions imposed by the Panel. Failure to cure could result in removal from Nasdaq, reduced liquidity, and potential debt covenant issues. No financial metrics were reported in this 8-K.

Positive

• Filed a timely appeal that automatically stays any delisting while the Nasdaq Hearings Panel reviews the case

Negative

• Received Nasdaq notice citing two separate listing rule violations
• Failure to file Q1 2025 Form 10-Q indicates potential reporting weaknesses
• Risk of delisting could impair liquidity and trigger covenant breaches

Insights

Corporate Governance Expert

Nasdaq cites governance & reporting lapses; appeal buys time.

Missing the annual meeting breaches a fundamental shareholder-rights rule, signalling internal governance stress. Coupled with an overdue 10-Q, the company now faces a dual-trigger delisting pathway. The hearing request provides an automatic stay, but the Panel historically grants relief only when a credible remediation plan is presented—typically within 180 days. Management must schedule the meeting and file the 10-Q quickly to demonstrate good faith. Any further slippage could prompt involuntary suspension, constrain capital access and force migration to OTC markets, materially affecting valuation and liquidity. Shareholders should assess whether board controls and disclosure processes are robust enough to prevent recurring lapses.

Risk Analyst

Delisting risk material; stay hinged on rapid compliance.

The notice introduces a binary risk event: cure the deficiencies or lose Nasdaq listing. Historically, trading volumes drop 30-60% post-delisting, widening bid-ask spreads and elevating financing costs. The missing Q1 10-Q also suggests potential accounting or operational issues that could spill into future quarters. Although the appeal delays action, the Panel can impose interim milestones; failure to meet any could reinstate delisting. For bondholders and counterparties, a delist could breach covenants tied to national-exchange status, accelerating obligations. Scenario analysis: 1) Full compliance in ≤90 days—risk contained; 2) Partial cure but deadline extension—ongoing overhang; 3) Non-compliance—delisting, price dislocation, possible forced selling by index funds. Monitoring cadence of filings and meeting notice is critical.

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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): June 18, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 18, 2025, Allied Gaming & Entertainment Inc. (the “Company”) received a notice (the “Notice”) from the staff of The Nasdaq Stock Market (“Staff”) 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, the Staff determined to initiate procedures to delist the Company’s securities unless the Company requests an appeal to a Nasdaq Hearings Panel (the “Panel”) by June 25, 2025. Additionally, the Staff notified the Company that its non-compliance with Listing Rule 5250(c)(1) for the failure to file its Form 10-Q for the period ended March 31, 2025, serves as a separate and additional basis for delisting, and that the Company should address this concern before the Panel if the Company appeals the Staff’s determination.

On June 25, 2025, the Company submitted a hearing request and extended stay request, which will stay any delisting of the Company’s common stock pending the decision of the Panel or any extension the Panel may provide.

Item 7.01 Regulation FD Disclosure.

On June 25, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.*

Forward-Looking Statements

This Form 8-K contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “intend” or “continue,” the negative of such terms, or other comparable terminology. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in these forward-looking statements. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release dated June 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The information in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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: June 25, 2025	By:	/s/ Roy Anderson
		Roy Anderson
		Chief Financial Officer

FAQ

Why did Nasdaq issue a delisting notice to AGAE on June 18, 2025?

Nasdaq cited AGAE's failure to hold its annual shareholder meeting within 12 months (Rule 5620(a)) and its overdue Form 10-Q for 3/31/25 (Rule 5250(c)(1)).

Did Allied Gaming appeal the Nasdaq delisting determination?

Yes. On June 25, 2025, AGAE submitted a hearing request and stay, pausing any delisting until the Panel issues a decision or extension.

What happens if AGAE does not cure the listing deficiencies?

If deficiencies persist, the Nasdaq Hearings Panel can delist AGAE’s common stock, forcing trading to OTC markets and reducing liquidity.

When must AGAE file its missing Q1 2025 Form 10-Q?

The 8-K does not give a specific date; management must present a credible timeline to the Panel, typically within 60–180 days.

How does the appeal affect AGAE stock trading?

The stay keeps AGAE shares listed and tradable on Nasdaq pending the Panel's decision.