Allied Gaming & Entertainment (AGAE) investors support board on Knighted Group rights plan trigger

Rhea-AI Filing Summary

Allied Gaming & Entertainment Inc. held a Special Meeting of Stockholders on January 30, 2026, where investors voted on a single governance proposal tied to the company’s stockholder rights plan.

Stockholders approved, in a non-binding advisory vote, the Board’s preliminary determination that the Knighted Group became an “Acquiring Person” under the February 9, 2024 Rights Agreement, triggering that agreement, and also concluded that this triggering was not inadvertent. The proposal received 19,310,346 votes for, 1,882,689 against, and 24,460 abstentions.

Insights

Corporate governance analyst

Shareholders back board’s stance on rights plan trigger involving Knighted Group.

Stockholders of Allied Gaming & Entertainment endorsed, on a non-binding basis, the Board’s preliminary determination that the Knighted Group became an “Acquiring Person” under the February 9, 2024 Rights Agreement. This confirms broad shareholder alignment with the Board’s interpretation of the rights plan.

The vote also supported the conclusion that the rights plan trigger by the Knighted Group was not inadvertent. The proposal passed with 19,310,346 votes for versus 1,882,689 against, indicating a clear but not unanimous margin.

This outcome reinforces the existing rights plan framework and the Board’s current stance toward this shareholder group. Future company communications and filings may further describe any next steps under the Rights Agreement following this confirmed trigger determination.

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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): January 30, 2026

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 5.07. Submission of Matters to a Vote of Security Holders.

On January 30, 2026, Allied Gaming & Entertainment, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders voted on one proposal and cast their votes as set forth below.

The stockholders voted to (i) approve, in a non-binding advisory vote, the preliminary determination of the Board of Directors of the Company that Knighted Pastures LLC and Roy Choi, by forming a group with Naomi Choi and Yiu-Ting So (and others) (collectively, the “Knighted Group”), have become an “Acquiring Person” under the Rights Agreement, dated February 9, 2024 (the “Rights Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, constituting a triggering event under the Rights Agreement and (ii) find that the triggering of the Rights Agreement by the Knighted Group was not inadvertent. The results of the vote taken were as follows:

For	Against	Abstain	Broker Non-Vote
19,310,346	1,882,689	24,460	N/A

Item 7.01 Regulation FD Disclosure.

A press release announcing the results of the Special Meeting is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release dated February 2, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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: February 4, 2026	By:	/s/ Roy Anderson
		Roy Anderson
		Chief Financial Officer

2

FAQ

What did Allied Gaming & Entertainment (AGAE) stockholders vote on at the Special Meeting?

Stockholders voted on a single governance proposal. They considered, in a non-binding advisory vote, the Board’s preliminary view that the Knighted Group became an “Acquiring Person” under the February 9, 2024 Rights Agreement and that the resulting trigger of that agreement was not inadvertent.

How did Allied Gaming & Entertainment (AGAE) stockholders vote on the Knighted Group proposal?

Stockholders approved the proposal with 19,310,346 votes for, 1,882,689 against, and 24,460 abstentions. This non-binding advisory result shows a strong majority supporting the Board’s preliminary determination regarding the Knighted Group and the triggering of the February 9, 2024 Rights Agreement.

Who is the Knighted Group referenced in Allied Gaming & Entertainment’s 8-K?

The Knighted Group consists of Knighted Pastures LLC and Roy Choi, together with Naomi Choi, Yiu-Ting So and others. Stockholders voted to approve, on an advisory basis, that this group had become an “Acquiring Person” under the February 9, 2024 Rights Agreement, triggering that agreement.

What is the Rights Agreement mentioned in Allied Gaming & Entertainment’s (AGAE) filing?

The Rights Agreement is dated February 9, 2024 between Allied Gaming & Entertainment and Continental Stock Transfer & Trust Company, as rights agent. The Board preliminarily determined the Knighted Group became an “Acquiring Person” under this agreement, and stockholders supported that determination in a non-binding advisory vote.

Was the triggering of Allied Gaming & Entertainment’s Rights Agreement found to be inadvertent?

No. In the Special Meeting vote, stockholders approved, in a non-binding advisory decision, that the triggering of the February 9, 2024 Rights Agreement by the Knighted Group was not inadvertent, aligning with the Board’s preliminary determination on this question.

Did Allied Gaming & Entertainment (AGAE) release any additional information about the Special Meeting?

Yes. A press release describing the Special Meeting results is included as Exhibit 99.1 to the 8-K. The filing states this press release, dated February 2, 2026, provides further details on the stockholder vote and its outcome.