Allied Gaming & Entertainment (AGAE) notifies SEC of late 10-K filing — March 31, 2026

Rhea-AI Filing Summary

Allied Gaming & Entertainment, Inc. filed a Form 12b-25 notifying the SEC that its Annual Report on Form 10-K for the period ended December 31, 2025 could not be filed on time. The company states it needs additional time to work with its independent auditors to complete and finalize the accounting treatment of various corporate transactions and events. The notification is signed by Roy Anderson, Chief Financial Officer, dated March 31, 2026.

Insights

Accounting Compliance Expert

Late 10-K due to accounting close matters with auditors.

The company cites unresolved accounting treatments for corporate transactions that require auditor coordination before filing. This is a procedural delay rather than an explicit earnings revision.

Watch for the finalized Form 10-K when filed and any accompanying auditor notes or restatements; the timing and the disclosures in the completed filing will determine investor impact.

Key Figures

Period Ended: December 31, 2025 Notification Date: March 31, 2026 Contact Phone: (646) 768-4241

3 metrics

Period Ended December 31, 2025 Annual Report period end

Notification Date March 31, 2026 Date the Form 12b-25 was signed

Contact Phone (646) 768-4241 Registrant contact for the notification

Key Terms

Rule 12b-25, Annual Report on Form 10-K, independent auditors

3 terms

Rule 12b-25 regulatory

"The Registrants Annual Report on Form 10-K could not be filed within the prescribed time period"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Annual Report on Form 10-K regulatory

"The Registrants Annual Report on Form 10-K for the period ending December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

independent auditors financial

"requires additional time to work with its independent auditors to complete and finalize the accounting treatment"

Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

For Period Ended: December 31, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: __________________________________

Read attached instruction sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: _________________________________

PART I

REGISTRANT INFORMATION

Full name of registrant: Allied Gaming & Entertainment, Inc.

Former name if applicable: _______________________

Address of principal executive office (Street and number): 745 Fifth Avenue, Suite 500

City, State and zip code: New York, NY 10151

PART II

RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

The Registrant’s Annual Report on Form 10-K for the period ending December 31, 2025 (the “Annual Report”) could not be filed within the prescribed time period without unreasonable effort or expense, because the Company requires additional time to work with its independent auditors to complete and finalize the accounting treatment of various corporate transactions and events which occurred during the period covered by the Annual Report. 

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

Roy Anderson		(646)		768-4241
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

Yes ☒ No ☐

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☐ No ☒

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Explanation of anticipated change:

Allied Gaming & Entertainment, Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 31, 2026	By:	/s/ Roy Anderson
		Roy Anderson
		Chief Financial Officer

FAQ

What does Allied Gaming's Form 12b-25 mean for AGAE shareholders?

It notifies the SEC that the company cannot timely file its Form 10-K for the period ended December 31, 2025. The company cites additional time needed with auditors to finalize accounting treatments; no specific financial revisions are disclosed in this notice.

Who signed the late-filing notification for AGAE and when?

The notification is signed by Roy Anderson, Chief Financial Officer, dated March 31, 2026. The filing includes a contact phone number of (646) 768-4241 for further inquiries.

Does the Form 12b-25 state that earnings will change materially for AGAE?

The notice includes a question about anticipated changes in results, but it does not state that a significant change in operating results will be reflected; no quantitative earnings estimate or revision is provided in this excerpt.

What reason did Allied Gaming give for the delay in filing its 10-K?

Allied Gaming states it needs more time to work with its independent auditors to complete and finalize the accounting treatment of various corporate transactions and events that occurred during the period covered by the Annual Report.

Will Allied Gaming file the delayed Form 10-K within the 15-day relief window?

The Form 12b-25 template references Rule 12b-25 relief options, but this specific excerpt does not state whether the company will file within the 15-calendar-day extension or another timeframe.