\u2610<\/span><\/p>\n\u00a0<\/p>\n
<\/p>\n
\u00a0<\/p>\n
<\/p>\n
<\/p>\n
\u00a0<\/p>\n
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
\nListing Rule or Standard; Transfer of Listing.<\/b><\/p>\n
\u00a0<\/p>\n
On May 6, 2026, Allied Gaming & Entertainment
\nInc. (the \u201cCompany\u201d) received a notice (the \u201cNotice\u201d) from the staff of The Nasdaq Stock Market (\u201cStaff\u201d)
\nnotifying the Company that the Staff has determined that the Company\u2019s Common Stock, par value $0.0001 per share (\u201cCommon
\nStock\u201d), will be scheduled for delisting from The Nasdaq Capital Market (\u201cNasdaq\u201d) and will be suspended at the opening
\nof business on May 15, 2026 (the \u201cStaff Determination\u201d), unless the Company requests an appeal of the Staff Determination
\nbefore an independent Hearings Panel (the \u201cPanel\u201d) by May 13, 2026.<\/p>\n
\u00a0<\/p>\n
On November 4, 2025, Staff notified the Company
\nthat the bid price of the Common Stock had closed at less than $1.00 per share over 30 consecutive business days, and, as a result, did
\nnot comply with Nasdaq Listing Rule 5550(a)(2) (the \u201cMinimum Bid Price Rule\u201d). The Staff Determination was issued pursuant
\nto Nasdaq Listing Rule 5810(c)(3)(A) on the grounds that the Company has not regained compliance with the Minimum Bid Price Rule during
\na 180-day compliance period and is not eligible for a second 180-day compliance period. Additionally, the Company has not filed its Annual
\nReport on Form 10-K for the year ended December 31, 2025 (the \u201cDelinquent 10-K\u201d). Consistent with Nasdaq Listing Rule 5810(c)(2)(A),
\nthe Company is ineligible for Staff to review and accept a compliance plan with respect to the Delinquent 10-K. Accordingly, the Delinquent
\n10-K serves as an additional basis for delisting the Common Stock from Nasdaq.<\/p>\n
\u00a0<\/p>\n
The Company intends to timely request a hearing
\nbefore the Panel pursuant to Nasdaq Listing Rule 5815(a). A request for a hearing regarding a delinquent filing will stay the suspension
\nof the Common Stock for a period of 15 days from the date of the request. During this period, the Common Stock will continue to be listed
\nand traded on Nasdaq under the ticker symbol \u201cAGAE.\u201d The Company intends to also request an extended stay of the suspension,
\npending the hearing. A Panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable.
\nHowever, there is no guarantee that such extended stay will be granted. The hearing process provides the Company with an opportunity to
\npresent a comprehensive plan to restore compliance with all applicable listing standards.<\/p>\n
\u00a0<\/p>\n
The Company is working diligently to regain compliance
\nwith the Minimum Bid Price Rule, including, but not limited to, through the potential effectuation of a reverse stock split, and to complete
\nthe filing of the Delinquent 10-K. However, there can be no assurance that the Company will be able to do so.<\/p>\n
\u00a0<\/p>\n
This disclosure is being made pursuant to Nasdaq
\nListing Rule 5810(b), which requires public disclosure of the Staff Determination no later than four business days following receipt.<\/p>\n
\u00a0<\/p>\n
Item\u20095.03. Amendments to Articles of Incorporation or Bylaws;
\nChange in Fiscal Year.<\/b><\/p>\n
\u00a0<\/b><\/p>\n
Change in Quorum Requirement<\/span><\/i><\/p>\n\u00a0<\/i><\/p>\n
On May 11, 2026, the Board of Directors (the \u201cBoard\u201d)
\nof the Company approved an amendment to the Company\u2019s Bylaws, effective immediately (the \u201cAmendment\u201d), to reduce the
\nnumber of shares that are required to be present in person or represented by proxy at a meeting of the Company\u2019s stockholders (a
\n\u201cMeeting\u201d) for purposes of establishing a quorum. Prior to such amendment, the presence in person or represented by proxy
\nof the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat was required to establish a quorum
\nfor the transaction of business at a Meeting. As approved in the Amendment, the presence in person or represented by proxy of the holders
\nof shares of capital stock having not less than thirty-three and one-third percent (33 1\/3%) of the shares of capital stock entitled to
\nvote thereat will constitute a quorum for the transaction of business at a Meeting.<\/p>\n
\u00a0<\/p>\n
The foregoing summary of the Amendment is not
\ncomplete and is subject to, and qualified in its entirety by, the complete text of the Amendment, a copy of which is attached hereto as
\nExhibit 3.1 and is incorporated by reference in this Item 5.03.<\/p>\n
\u00a0<\/p>\n
<\/p>\n
<\/p>\n
\u00a0<\/p>\n
Item 7.01 Regulation FD Disclosure.<\/b><\/p>\n
\u00a0<\/p>\n
On May 11, 2026, the Company issued a press release
\nin accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached
\nhereto as Exhibit 99.1 and incorporated herein by reference.<\/p>\n
\u00a0<\/p>\n
The information in Item 7.01 of this Form 8-K
\nshall not be deemed \u201cfiled\u201d for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the \u201cExchange
\nAct\u201d) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
\nthe Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.<\/p>\n
\u00a0<\/p>\n
Forward-Looking Statements<\/i><\/b><\/p>\n
\u00a0<\/p>\n
This Form 8-K contains certain forward-looking
\nstatements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as \u201cmay,\u201d
\n\u201cwill,\u201d \u201cshould,\u201d \u201cexpect,\u201d \u201cplan,\u201d \u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d
\n\u201cpredict,\u201d \u201cpotential,\u201d \u201cintend\u201d or \u201ccontinue,\u201d the negative of such terms, or other comparable
\nterminology. These statements include, but are not limited to, statements regarding the Company\u2019s intention to request a hearing
\nbefore the Panel; the expected stay of any suspension or delisting action pending such hearing; the Company\u2019s ability to present
\na compliance plan and restore compliance with the Minimum Bid Price Requirement; and the Company\u2019s ability to file the Delinquent
\n10-K. These forward-looking statements are based on current expectations, estimates, assumptions, and projections and involve known and
\nunknown risks, uncertainties, and other factors\u2014many of which are beyond the Company\u2019s control\u2014that may cause actual
\nresults, performance, or achievements to differ materially from those expressed or implied by such statements. Important factors that
\nmay affect actual results include, among others, the Company\u2019s ability to execute its growth strategy; the outcome of the Nasdaq
\nhearings panel process; market conditions, regulatory changes, operational challenges; and other risks and uncertainties described under
\n\u201cRisk Factors\u201d in the Company\u2019s Annual Report on Form 10-K filed with the Securities and Exchange Commission (\u201cSEC\u201d)
\non June 9, 2025, and in subsequent filings with the SEC. The Company undertakes no obligation to update or revise any forward-looking
\nstatements, whether as a result of new information, future events, or otherwise, except as required by applicable law.<\/i><\/p>\n
\u00a0<\/p>\n
Item 9.01 Financial Statements and Exhibits.<\/b><\/p>\n
\u00a0<\/b><\/p>\n
(d) Exhibits<\/p>\n
\u00a0<\/p>\n
\n\n| Exhibit No.<\/b><\/td>\n | \u00a0<\/td>\n | Description<\/b><\/td>\n<\/tr>\n\n| 3.1<\/td>\n | \u00a0<\/td>\n | Amendment to Bylaws of the Company<\/span><\/td>\n<\/tr>\n\n| 99.1<\/td>\n | \u00a0<\/td>\n | Press release, dated May 11, 2026<\/span><\/td>\n<\/tr>\n\n| 104<\/td>\n | \u00a0<\/td>\n | Cover Page Interactive Data File (embedded within the Inline XBRL document).<\/td>\n<\/tr>\n<\/table>\n \u00a0<\/p>\n <\/p>\n <\/p>\n \u00a0<\/p>\n SIGNATURES<\/b><\/p>\n \u00a0<\/p>\n Pursuant to the requirements of the Securities
\nExchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.<\/p>\n \u00a0<\/p>\n ALLIED GAMING & ENTERTAINMENT, INC.<\/b><\/p>\n \u00a0<\/p>\n \n\n| By:<\/td>\n | \/s\/ Roy Anderson<\/td>\n | \u00a0<\/td>\n<\/tr>\n | \n| Name:<\/td>\n | Roy Anderson<\/td>\n | \u00a0<\/td>\n<\/tr>\n | \n| Title:<\/td>\n | Chief Financial Officer<\/td>\n | \u00a0<\/td>\n<\/tr>\n<\/table>\n \u00a0<\/p>\n Date: May 11, 2026<\/p>\n \u00a0<\/p>\n <\/p>\n <\/p>\n
\n<\/p>\n
<\/p>\n \n Exhibit 99.1<\/b><\/p>\n \u00a0<\/p>\n <\/p>\n \u00a0<\/p>\n May 11, 2026<\/p>\n \u00a0<\/p>\n Allied Gaming & Entertainment Receives Nasdaq
\nStaff Determination Regarding the Situation that the Stock Price is Below $1.00; Intends to Request Hearing Before Independent Panel and
\nTake Relevant Measures to Ensure Compliance with Stock Trading Requirements <\/b><\/p>\n \u00a0<\/p>\n NEW YORK, May 11, 2026 (GLOBE NEWSWIRE) — Allied
\nGaming & Entertainment, Inc. (NASDAQ: AGAE) (the \u201cCompany<\/b>\u201d or \u201cAGAE<\/b>\u201d), a global experiential
\nentertainment company, today announced that on May 6, 2026, it received a notice (the \u201cNotice<\/b>\u201d) from the staff (\u201cStaff<\/b>\u201d)
\nof The Nasdaq Stock Market (\u201cNasdaq<\/b>\u201d) , the contents of which were disclosed in the Company\u2019s Form 8-K filed
\non May 11, 2026. The Company will request a hearing before an independent Hearings Panel (the \u201cPanel<\/b>\u201d) by May 13, 2026
\nregarding the Staff\u2019s determination, and the Company will take relevant measures, including a reverse stock split and other relevant
\nmeasures to naturally raise the stock price back above $1.00, in order to maintain the Company\u2019s listing status.<\/p>\n \u00a0<\/p>\n A request for a hearing regarding a delinquent
\nfiling will stay the suspension of the Common Stock for a period of 15 days from the date of the request. During this period, the Common
\nStock will continue to be listed and traded on Nasdaq under the ticker symbol \u201cAGAE.\u201d The Company intends to also request
\nan extended stay of the suspension, pending the hearing. A Panel will review the request for an extended stay and notify the Company
\nof its conclusion as soon as is practicable. The hearing process provides the Company with an opportunity to present a comprehensive
\nplan to restore compliance with all applicable listing standards.<\/p>\n \u00a0<\/p>\n The Staff Determination was issued pursuant to
\nNasdaq Listing Rule 5810(c)(3)(A) on the grounds that the Company has not regained compliance with Nasdaq Listing Rule 5550(a)(2) and
\nthe Notice also indicated that the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025.<\/p>\n \u00a0<\/p>\n James Li stated \u201cthat the foregoing reflects
\nthe requirements of The Nasdaq Stock Market, and that the Company\u2019s management is confident and will take proactive measures to
\nensure that the Company regains compliance with Nasdaq\u2019s stock price requirements in the near future\u201d. Mr. Li further stated \u201cthat
\nthe Company is also taking relevant measures to eliminate relevant or potential risks that may affect the Company\u2019s future development
\nand strategic transformation\u201d.<\/p>\n \u00a0<\/p>\n The Company will provide further disclosure regarding
\nits hearing date, compliance plan, and any related corporate actions as appropriate. Stockholders are encouraged to monitor the Company\u2019s
\nfilings for updates.\u00a0\u00a0<\/b>\u00a0<\/p>\n \u00a0<\/p>\n About Allied Gaming & Entertainment<\/b><\/p>\n \u00a0<\/p>\n Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) is a global experiential entertainment company undergoing a strategic transformation
\ninto an integrated digital ecosystem platform, with a focus on digital infrastructure, artificial intelligence, and technology-enabled
\ngrowth opportunities. For more information, visit alliedgaming.gg.<\/p>\n \u00a0<\/p>\n Forward Looking Statements<\/b><\/p>\n \u00a0<\/p>\n This press release contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking
\nstatements by terminology such as \u201cmay,\u201d \u201cwill,\u201d \u201cshould,\u201d \u201cexpect,\u201d \u201cplan,\u201d
\n\u201canticipate,\u201d \u201cbelieve,\u201d \u201cestimate,\u201d \u201cpredict,\u201d \u201cpotential,\u201d \u201cintend\u201d
\nor \u201ccontinue,\u201d the negative of such terms, or other comparable terminology. These statements include, but are not limited
\nto, statements regarding the Company\u2019s intention to request a hearing before the Panel; the expected stay of any suspension or delisting
\naction pending such hearing; the Company\u2019s ability to present a compliance plan and restore compliance with the Minimum Bid Price
\nRequirement; and the Company\u2019s ability to file the Delinquent 10-K. These forward-looking statements are based on current expectations,
\nestimates, assumptions, and projections and involve known and unknown risks, uncertainties, and other factors\u2014many of which are
\nbeyond the Company\u2019s control\u2014that may cause actual results, performance, or achievements to differ materially from those expressed
\nor implied by such statements. Important factors that may affect actual results include, among others, the Company\u2019s ability to
\nexecute its growth strategy; the outcome of the Nasdaq hearings panel process; market conditions, regulatory changes, operational challenges;
\nand other risks and uncertainties described under \u201cRisk Factors\u201d in the Company\u2019s Annual Report on Form 10-K filed with
\nthe Securities and Exchange Commission (\u201cSEC\u201d) on June 9, 2025, and in subsequent filings with the SEC. The Company undertakes
\nno obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise,
\nexcept as required by applicable law.<\/p>\n \u00a0<\/b><\/p>\n Contact:<\/b><\/p>\n \u00a0<\/p>\n Investor Relations: <\/b>ir@alliedgaming.gg<\/p>\n \u00a0<\/p>\n<\/div>\n <\/p><\/div>\n \u2018 The preceding article may include information circulated by third parties \u2019 <\/em><\/p>\n \u2018 Some details of this article were extracted from the following source www.stocktitan.net \u2019 <\/em><\/p>\n","protected":false},"excerpt":{"rendered":"false –12-31 0001708341 0001708341 2026-05-06 2026-05-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares \u00a0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 \u00a0 FORM 8-K \u00a0 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 \u00a0 Date of Report (date of earliest event reported): May 6, 2026 \u00a0 ALLIED GAMING & […]<\/p>\n","protected":false},"author":2,"featured_media":2412278,"comment_status":"open","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"om_disable_all_campaigns":false,"_jetpack_memberships_contains_paid_content":false,"jnews-multi-image_gallery":[],"jnews_single_post":[],"jnews_primary_category":[],"jnews_social_meta":[],"footnotes":""},"categories":[25172],"tags":[464587,345219,461923,472001,472000,471999,472002,430074],"class_list":["post-2412277","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-entertainment","tag-8-k-filing","tag-agae","tag-allied-gaming-entertainment","tag-delinquent-10-k","tag-minimum-bid-price-rule","tag-nasdaq-delisting","tag-quorum-change","tag-reverse-stock-split"],"jetpack_featured_media_url":"https:\/\/celebrity.land\/en\/wp-content\/uploads\/2026\/05\/Allied-Gaming-faces-Nasdaq-delisting-over-price-10-K-delay.webp","jetpack_sharing_enabled":true,"_links":{"self":[{"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/posts\/2412277","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/comments?post=2412277"}],"version-history":[{"count":1,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/posts\/2412277\/revisions"}],"predecessor-version":[{"id":2412279,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/posts\/2412277\/revisions\/2412279"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/media\/2412278"}],"wp:attachment":[{"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/media?parent=2412277"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/categories?post=2412277"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/celebrity.land\/en\/wp-json\/wp\/v2\/tags?post=2412277"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}} | | | | |