Every 8-K that Allied Gaming & Entertainment Inc. (AGAE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow AGAE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full AGAE filings page.
All In FutureTech Alliance, Inc. implemented a 1-for-6 reverse stock split of its common stock, effective at 5:01 p.m. Eastern Time on June 11, 2026. Every six previously issued and outstanding shares were automatically combined into one share, with no change to the $0.0001 par value.
The company proportionally adjusted the exercise prices and share amounts for all outstanding stock options and restricted stock units, and the number of shares reserved for these awards decreased accordingly. Fractional shares were not issued; any fractional positions were rounded up to the nearest whole share. The reverse split affects all stockholders proportionately, so percentage ownership remains essentially the same. The common stock began trading on Nasdaq on a split-adjusted basis on June 12, 2026, under a new CUSIP number 019170 208.
All In FutureTech Alliance, Inc. is implementing a 1-for-6 reverse stock split of its common stock after stockholders overwhelmingly approved a reverse split proposal at a June 1, 2026 special meeting. Approximately 21.2 million votes were cast in favor, representing about 99% of votes cast.
The reverse split is expected to become effective on June 11, 2026 at 5:01 p.m. Eastern Time, with Nasdaq trading on a split-adjusted basis beginning June 12, 2026. The split will reduce outstanding common shares from about 38.3 million to about 6.4 million, with fractional shares rounded up to the nearest whole share.
The company states that the reverse split is part of its response to a Nasdaq notice regarding noncompliance with the minimum bid price requirement and supports efforts to regain and maintain compliance with Nasdaq continued listing standards while it pursues its broader AI-focused strategic transformation.
All In FutureTech Alliance Inc. is reshaping its business by agreeing to acquire a controlling 57.67% stake in HyalRoute Fiber-Optic Communication Group for a total of US$2.3068 billion, paid entirely in newly issued common shares at a US$10.00 reference price.
The core Debt-to-Equity Rights Purchase Agreement values Purchased Rights at US$1.742 billion, to be settled in 174,200,000 shares issued in three locked-up tranches, subject to shareholder and regulatory approvals and other closing conditions. Two minority share purchase agreements add roughly 14.12% more of HyalRoute’s equity, also paid in unregistered, lock‑up‑restricted stock. HyalRoute brings about 85,000 kilometers of pan‑ASEAN fiber networks, submarine cable capacity, and a developing silicon‑photonics compute center, with revenue rebounding from about US$120 million in 2024 to about US$219 million in 2025 and net income rising to about US$108.5 million. An independent valuation report appraised HyalRoute at US$4.3 billion, compared with the transaction’s implied US$4.0 billion base valuation.
All In FutureTech Alliance, Inc. reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it missed the May 15, 2026 due date for its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and remains delinquent on its Form 10-K for the year ended December 31, 2025. The letter serves as an additional basis for potential delisting from Nasdaq but has no immediate effect on trading of the company’s common stock. The company states that its 2025 Form 10-K has now been completed, filed and released, and that the March 31, 2026 Form 10-Q is in preparation as it works to regain compliance while pursuing a broader strategic transformation toward AI-focused digital infrastructure.
Allied Gaming & Entertainment Inc. has rebranded as All In FutureTech Alliance, Inc., marking a strategic pivot toward AI and digital infrastructure. On May 15, 2026, the company filed a Certificate of Amendment in Delaware to change its corporate name and updated its bylaws accordingly. Its common stock is expected to begin trading on Nasdaq under the new ticker “AIFA” on or about May 19, 2026, with existing shares remaining valid. Management approved the draft Form 10-K for the year ended December 31, 2025 on May 13, 2026 and is proceeding with the formal filing process. The company highlights a long-term strategy focused on artificial intelligence, fiber-optic communications and an integrated digital ecosystem, and notes that its strategic review process has concluded.
Allied Gaming & Entertainment Inc. reported that Nasdaq staff has determined its common stock will be delisted from the Nasdaq Capital Market and suspended on May 15, 2026, after the company failed to meet the $1.00 Minimum Bid Price Rule and did not file its Form 10-K for the year ended December 31, 2025.
The company plans to request a hearing before an independent Nasdaq panel by May 13, 2026, which would trigger at least a 15-day stay of suspension, and it may seek an extended stay while presenting a compliance plan, including a potential reverse stock split and completion of the delinquent 10-K.
The board also amended the bylaws to lower the stockholder meeting quorum requirement from a majority of outstanding voting stock to 33 1/3% of shares entitled to vote, making it easier to conduct business at meetings.
Allied Gaming & Entertainment Inc. entered into two equity and compensation arrangements with senior executives. The CEO Agreement grants Yangyang Li the conditional right to receive common shares equal to 25% of the Company’s estimated maximum exposure under a US$5,936,738.36 guaranty, divided by a reference price of $0.30 per share. This CEO share issuance requires approval by an independent special committee, a fairness opinion, a majority-of-the-minority stockholder vote, and compliance with Nasdaq rules. Separately, the Company undertook an unconditional obligation to reimburse Mr. Li for any amounts he pays under the guaranty, plus interest at 8.75% per year.
The GC Agreement provides General Counsel Xiao Yundan a conditional equity award of up to 3,000,000 shares of common stock under the 2019 Equity Incentive Plan, with an aggregate value capped at $900,000 using the same $0.30 reference price. These shares would vest 30% at issuance, 35% after six months, and 35% after twelve months, with six‑month post‑vesting lock‑ups and acceleration on certain terminations. Granting the award depends on Compensation Committee and Board approvals, stockholder approval of a plan share increase, and Nasdaq compliance. Both issuances rely on the Section 4(a)(2) private placement exemption and carry no registration rights.
Allied Gaming & Entertainment Inc. received a Nasdaq deficiency letter on April 16, 2026 because its Form 10-K for the year ended December 31, 2025 was not filed by the extended deadline following a Form 12b-25. The notice does not immediately affect trading of its common stock on Nasdaq. The company has until June 15, 2026 to submit a compliance plan and could receive up to October 12, 2026 to regain compliance if Nasdaq accepts that plan. The company states it expects to file the Form 10-K before the plan deadline but cautions there is no assurance it will satisfy all continued listing requirements.
Allied Gaming & Entertainment Inc. entered into a binding Term Sheet for Global Resolution with Knighted Pastures, LLC and Roy Choi to resolve their Delaware and federal litigations. The company agreed to pay Knighted a court-ordered fee award of $5,936,738.36 from the Delaware case, in three installments due on May 7, 2026, June 30, 2026 and July 31, 2026. Interest accrues at 8.75% per annum from April 8, 2026, with a higher 10% rate compounding daily if any payment is late. The company and CEO Yangyang Li jointly and severally guaranteed these obligations. The Term Sheet requires dismissal with prejudice of the federal litigation, mutual non-disparagement, two-year mutual claim limitations with specified exceptions, future mutual releases once the fee award and interest are fully paid, and a two-year standstill restricting the Knighted parties from activist actions involving the company’s stock or board.
Allied Gaming & Entertainment Inc. reported that on March 30, 2026, directors Yushi Guo and Jerry Qin resigned from the Board and all committees, effective immediately. Following their departure, the Board restructured its committees and appointed new members to the Audit, Compensation, and Nominating and Corporate Governance Committees.
The Audit Committee now includes Mao Sun, Jingsheng Lu and Yuanfei Qu. The Compensation Committee now includes Yuanfei Qu, Chi Zhao and Mao Sun. The Nominating and Corporate Governance Committee now includes Chi Zhao, Jingsheng Lu and Mao Sun.
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.
Allied Gaming & Entertainment Inc. (AGAE) reported that it has released its financial results for the fiscal quarter ended September 30, 2025. The company announced these results through a press release dated November 20, 2025, which is attached as an exhibit to this report. The disclosure is being treated as information that is furnished rather than filed under securities law, which affects how it is incorporated into other regulatory documents.
Allied Gaming & Entertainment (AGAE) reported it received a Nasdaq notice that its common stock failed to meet the $1.00 minimum bid price requirement for the past 30 consecutive business days under Rule 5550(a)(2). The notice has no immediate effect on the company’s Nasdaq Capital Market listing.
The company has 180 calendar days, until May 4, 2026, to regain compliance. If the closing bid price is at least $1.00 for a minimum of 10 consecutive business days before that date, Nasdaq will confirm compliance. The company said it will monitor its share price and may consider available options to regain compliance.
Allied Gaming & Entertainment Inc. filed a current report describing an amendment to its existing stockholder rights agreement and the resolution of related Delaware litigation. On May 30, 2025, the Board approved Amendment No. 1 to the Rights Agreement, replacing Section 34 and making technical changes to how the Board administers the plan. The amendment expressly confirms that nothing in the Rights Agreement limits or eliminates the Board’s fiduciary duties under applicable law, while leaving the rest of the agreement in full force.
A stockholder class action in the Delaware Court of Chancery was acknowledged as mooted after the Company filed the amendment with the SEC. While continuing to deny all allegations, the Board agreed in its business judgment to pay $85,000 in attorneys’ fees and expenses to fully resolve the matter. On September 8, 2025, the Court entered an order closing the action, conditioned on this disclosure being filed with the SEC and a confirming declaration being submitted to the Court.
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.
Allied Gaming & Entertainment Inc. reported that it issued a press release on August 19, 2025 providing an update on its ongoing lawsuit in the United States District Court for the Central District of California against Knighted Pastures, LLC and certain affiliated persons. The company states that on August 1, 2025, the court granted preliminary relief enjoining the vote of directors at its annual meeting held on August 4, 2025, and on August 12, 2025 the court issued its full order supporting this targeted preliminary relief. The press release describing these developments is filed as Exhibit 99.1.
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.