Allied Gaming & Entertainment Faces Delisting Notice
Ticker: AGAE · Form: 8-K · Filed: Dec 23, 2024 · CIK: 1708341
Sentiment: bearish
Topics: delisting, listing-standards, corporate-actions
TL;DR
Allied Gaming & Entertainment (AGAE) got a delisting notice, might be kicked off the exchange.
AI Summary
Allied Gaming & Entertainment Inc. filed an 8-K on December 23, 2024, to report a notice of delisting or failure to satisfy a continued listing rule. The company previously operated as Allied Esports Entertainment, Inc. and Black Ridge Acquisition Corp. before its name change on August 15, 2019.
Why It Matters
This filing indicates potential delisting from a stock exchange, which could significantly impact the company's liquidity and investor confidence.
Risk Assessment
Risk Level: high — A notice of delisting directly threatens the company's ability to trade publicly, posing a significant risk to its operations and investors.
Key Players & Entities
- Allied Gaming & Entertainment Inc. (company) — Registrant
- December 23, 2024 (date) — Filing Date
- Allied Esports Entertainment, Inc. (company) — Former Company Name
- Black Ridge Acquisition Corp. (company) — Former Company Name
- August 15, 2019 (date) — Date of Name Change
FAQ
What specific listing rule or standard has Allied Gaming & Entertainment Inc. failed to satisfy?
The filing does not specify the exact listing rule or standard that has not been satisfied, only that a notice of delisting or failure to satisfy a continued listing rule or standard has been issued.
What is the exact date of the notice of delisting or failure to satisfy a continued listing rule?
The earliest event reported, which includes the notice of delisting, is dated December 23, 2024.
What were the previous names of Allied Gaming & Entertainment Inc.?
The company was formerly known as Allied Esports Entertainment, Inc. and before that, Black Ridge Acquisition Corp.
When did the company change its name from Allied Esports Entertainment, Inc.?
The company changed its name from Allied Esports Entertainment, Inc. on August 15, 2019.
What is the Standard Industrial Classification (SIC) code for Allied Gaming & Entertainment Inc.?
The SIC code for Allied Gaming & Entertainment Inc. is 7900, which falls under SERVICES-AMUSEMENT & RECREATION SERVICES.
Filing Stats: 771 words · 3 min read · ~3 pages · Grade level 12.7 · Accepted 2024-12-23 09:10:27
Filing Documents
- ea0225433-8k_allied.htm (8-K) — 29KB
- ea022543301ex99-1_allied.htm (EX-99.1) — 5KB
- ex99-1_001.jpg (GRAPHIC) — 5KB
- 0001213900-24-111538.txt ( ) — 214KB
- agae-20241223.xsd (EX-101.SCH) — 3KB
- agae-20241223_lab.xml (EX-101.LAB) — 33KB
- agae-20241223_pre.xml (EX-101.PRE) — 22KB
- ea0225433-8k_allied_htm.xml (XML) — 4KB
01 Notice of Delisting or Failure to Satisfy a Continued
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Reference is made to the disclosure set forth in Item 8.01 below. Due to the Pending Lawsuit (as defined below), the Company notified The Nasdaq Stock Market LLC ("Nasdaq") that it will not be able to hold an annual meeting of stockholders within twelve months of the end of the Company's fiscal year ended December 31, 2023 (the "Annual Meeting") and, therefore, expects that it will not comply with the annual meeting requirements pursuant to Nasdaq Listing Rule 5620(a) (the "Annual Meeting Requirement"). In early January 2025, the Company expects to receive a formal letter from Nasdaq, notifying the Company of its non-compliance with the Annual Meeting Requirement. Such notification will have no immediate effect on the Company's continued listing on Nasdaq, subject to its compliance with the other continued listing requirements. The Company intends to prepare and submit a plan of compliance (due within 45 calendar days from receipt of the formal notice) to Nasdaq as necessary.
01 Other Events
Item 8.01 Other Events. As previously disclosed, Knighted Pastures LLC ("Knighted") has filed a lawsuit against the Company's directors and certain third parties (the "Pending Lawsuit"), alleging breach of fiduciary duty in connection with the approval of Yellow River Global Capital's recent strategic investment in the Company. The Company believes that this lawsuit is yet another attempt by Knighted and its Managing Partner, Roy Choi, to pursue their scheme to gain control of the Company at a discounted price below the Company's cash value to further their own short-term interests, while destroying long-term value for all stockholders of the Company. As a result of the Pending Lawsuit and in accordance with the litigation schedule order, the Company must reschedule its previously scheduled 2024 Annual Meeting of Stockholders, along with all related deadlines, until after the Pending Lawsuit is resolved. The Company currently is unable to determine the exact date of the Annual Meeting. The Company will provide an update to stockholders as soon as it is able to set the Annual Meeting date. On December 23, 2024, the Company issued a press release announcing the rescheduling of the 2024 Annual Meeting of Stockholders, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.
01 Financial
Item 9.01 Financial (d) Exhibits. Exhibit No. Description 99.1 Press release dated December 23, 2024 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: December 23, 2024 By: /s/ Roy Anderson Roy Anderson Chief Financial Officer 2