Latest news with #Knighted
Business Wire
6 days ago
- Business
- Business Wire
Allied Gaming & Entertainment Releases Investor Presentation Underscoring Proven Strategy and Commitment to Sustained Stockholder Value
NEW YORK--(BUSINESS WIRE)--Allied Gaming & Entertainment, Inc. (NASDAQ: AGAE) (the 'Company', 'AGAE' or 'Allied'), a global experiential entertainment company, announced that it has filed an investor presentation with the Securities and Exchange Commission ("SEC") in connection with its combined 2024/2025 Annual Meeting of Stockholders to be held on August 4, 2025. Stockholders of record as of June 25, 2025, will be entitled to vote at the meeting. Key highlights of the presentation include: Through strong and focused leadership, Allied's Board and Management have driven substantial progress and built a compelling, actionable plan to sustain and accelerate long-term growth. The Company has laid out a clear-cut strategy for future growth and long-term value creation. With AGAE's rock solid balance sheet, the Company will continue to focus on unlocking stockholder value through: Organic growth by investing in our existing businesses. Strategic partnerships that are not capital intensive. Accretive acquisitions and investments in gaming, proprietary content IP, live and experiential entertainment. The Company has demonstrated significant progress advancing its strategic initiatives and consistently grown revenue in the last 4 years. Outperforming our peer set over the prior 1-year, 3-year and 5-year periods. Knighted Pastures LLC ('Knighted') has provided no plan or path forward whatsoever. Despite Allied's attempts to constructively engage with Knighted, they have been uninterested in discussing their ideas for the Company. Knighted showed no interest in voting in each of the past two annual meetings, and has turned down our offer to join the Board repeatedly, only showing interest in gaining complete control through the launch of a proxy contest and pursuing costly and time-consuming litigation. Their proxy statement also provides no clear details on how they would use your cash should they take control of the Company. The Allied Gaming Board of Directors is committed to acting in the best interests of all stockholders and unanimously recommends that stockholders vote "FOR" all six of AGAE's director nominees standing for election – Jingsheng (Jason) Lu, Guanzhou (Jerry) Qin, Mao Sun, Roy Anderson, Yushi Guo and Chi Zhao – on the WHITE proxy card today. PROTECT YOUR INVESTMENT IN ALLIED GAMING. REJECT ROY CHOI AND HIS NOMINEES BY VOTING THE WHITE PROXY CARD TODAY 'FOR' ALL SIX OF ALLIED GAMING'S NOMINEES, AND 'WITHHOLD' ON THE THREE KNIGHTED NOMINEES WE URGE YOU NOT TO SIGN OR RETURN ANY PROXY CARD OR VOTING INSTRUCTION FORM THAT MAY BE SENT TO YOU BY KNIGHTED. If you have any questions or need assistance in voting your WHITE proxy card, we encourage you to call our proxy advisers, MacKenzie Partners, Inc., Toll-Free at (800) 322-2885 or (212) 929-5500 or by email at AGAE@ We are committed to acting in your best interests, and we appreciate your continued support as we work to strengthen and evolve our business. Thank you for your investment in Allied Gaming. Sincerely, The Board of Directors of Allied Gaming & Entertainment Inc. Advisors Paul Hastings LLP is serving as legal counsel, MacKenzie Partners, Inc. is serving as proxy solicitor and ADDO IR is serving as strategic communications advisor to AGAE. About Allied Gaming & Entertainment Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) is a global experiential entertainment company focused on providing a growing world of gamers and concertgoers with unique experiences through renowned assets, products and services. For more information, visit Forward Looking Statements This press release contains certain forward-looking statements under federal securities laws. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as 'may,' 'will,' 'should,' 'expect,' 'plan,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'potential,' 'intend' or 'continue,' the negative of such terms, or other comparable terminology. Specific forward-looking statements include, but are not limited to, statements regarding our ability to execute on strategic and business plans and drive stockholder value, our projections on Allied Gaming's future financial performance and expense structure and our beliefs on the impact of Knighted director nominations and other actions of Knighted on the performance of the Company. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors, many of which are outside our control, that may cause actual results to be materially different from those contemplated by the forward-looking statements. The inclusion of such information should not be regarded as a representation by us, or any person, that the objectives of Allied Gaming will be achieved. Important factors, among others, that may affect actual results or outcomes include: risks associated with our strategy, future direction or governance; the substantial uncertainties inherent in the acceptance of existing and future products and services; risks associated with our ability to retain key personnel; risks related to our common stock and the listing of our common stock on the Nasdaq Capital Market; risks associated with intellectual property; uncertainty around current and potential litigation and related legal expenses; and general economic, political and market conditions and events. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein and other risk factors discussed from time to time in our filings with the U.S. Securities and Exchange Commission (the 'SEC'), including those factors discussed under the caption 'Risk Factors' in our most recent annual report on Form 10-K, filed with the SEC on June 9, 2025, as well as subsequent reports filed with the SEC. Readers are also urged to carefully review and consider the various disclosures we made in such Annual Report on Form 10-K and in subsequent reports with the SEC. We assume no obligation and do not intend to update these forward-looking statements, except as required by law, to reflect events or circumstances occurring after today's date.
Business Wire
25-06-2025
- Business
- Business Wire
Allied Gaming & Entertainment Reports Nasdaq Communication Related to Procedural Delays
NEW YORK--(BUSINESS WIRE)--Allied Gaming & Entertainment, Inc. (NASDAQ: AGAE) (the 'Company' or 'AGAE'), a global experiential entertainment company, today announced that on June 18, 2025, it received a notice from the staff of The Nasdaq Stock Market ('Staff') indicating that, based on the Company's non-compliance with Listing Rule 5620(a), which requires holding an annual meeting of shareholders within twelve months of the end of the Company's fiscal year end, the Staff determined to initiate procedures to delist the Company's securities unless the Company requests an appeal to a Nasdaq Hearings Panel (the 'Panel') by June 25, 2025. Additionally, the Staff notified the Company of its non-compliance with Listing Rule 5250(c)(1) for failing to timely file its Form 10-Q for the period ended March 31, 2025 serves as a separate and additional basis for delisting. On June 25, 2025, the Company submitted a hearing request and extended stay request, which will stay any delisting of the Company's common stock pending the decision of the Panel or any extension the Panel may provide. Importantly, the Company wishes to inform shareholders that these administrative delays were not the result of business performance or internal deficiencies, but were the unfortunate collateral consequence of actions taken by activist shareholder Knighted Pastures LLC ('Knighted'), led by Mr. Roy Choi. Over the past 18 months, Knighted has launched two lawsuits against the Company, both of which demanded expedited judicial proceedings. These lawsuits required significant allocation of management's time and legal resources, disrupted corporate operations, and materially delayed the Company's ability to finalize disclosures and organize its annual meeting on the originally scheduled timeline in 2024. The Company believes these lawsuits were designed to damage other shareholders' confidence in the Company and its board of directors, and obstruct the execution of its long-term strategy, for the purpose of pursuing Mr. Choi's personal interest. Despite these disruptions, Allied remains committed to transparency, compliance, and protecting shareholder value. The Company has made meaningful operational progress in 2024 and 2025, including launching new entertainment initiatives and achieving revenue growth, and is confident in its strategic trajectory. AGAE's combined 2024/2025 annual meeting of stockholders is now scheduled to take place on August 4, 2025. AGAE will take all appropriate steps to remain listed on Nasdaq and will continue to act in the best interests of its shareholders. Advisors Paul Hastings LLP is serving as legal counsel, MacKenzie Partners, Inc. is serving as proxy solicitor and ADDO IR is serving as strategic communications advisor to AGAE. About Allied Gaming & Entertainment Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) is a global experiential entertainment company focused on providing a growing world of gamers and concertgoers with unique experiences through renowned assets, products and services. For more information, visit Forward Looking Statements This communication contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as 'may,' 'will,' 'should,' 'expect,' 'plan,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'potential,' 'intend' or 'continue,' the negative of such terms, or other comparable terminology. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in these forward-looking statements. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. IMPORTANT ADDITIONAL INFORMATION REGARDING the 2024/2025 Annual Meeting of Stockholders and Where to Find It The Company has filed a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the 'SEC') in connection with its solicitation of proxies for its 2024/2025 Annual Meeting. THE COMPANY'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC's website at Certain Information Regarding Participants The Company, the President and Chairman, Yangyang Li and each of its non-employee Directors (namely, Mao Sun, Jingsheng (Jason) Lu, Guanzhou (Jerry) Qin, Yushi Guo, Yuanfei (Cliff) Qu and Chi Zhao) are deemed to be 'participants' (as defined in Section 14(a) of the Exchange Act) in the solicitation of proxies from the Company's stockholders in connection with the matters to be considered at the Annual Meeting. Information about the compensation of our President and Chairman, Yangyang Li and each of its non-employee Directors is set forth in the section titled 'Executive and Director Compensation' in the Company's preliminary proxy statement on Schedule 14A filed on June 24, 2025 (the 'Preliminary Proxy'), at pages 34 to 37, and is available here. Information regarding the participants' holdings of the Company's securities can be found in the section titled 'Ownership of Certain Beneficial Owners, Management and Directors' in the Company's Preliminary Proxy on pages 42 to 43 and is available here. When filed, supplemental information regarding the participants' holdings of the Company's securities can be found in SEC filings on Statements of Change in Ownership on Form 4 available on the Company's website at or through the SEC's website via the links referenced above. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company's proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the 2024/2025 Annual Meeting of Stockholders.
Business Wire
12-06-2025
- Business
- Business Wire
Allied Gaming & Entertainment Files Lawsuit Against Knighted Pastures and Roy Choi et al. Alleging Violations of Federal Securities Laws
NEW YORK--(BUSINESS WIRE)--Allied Gaming & Entertainment, Inc. (NASDAQ: AGAE) (the 'Company' or 'AGAE'), a global experiential entertainment company, today announced that it has filed a lawsuit in the United States District Court for the Central District of California, against Knighted Pastures, LLC ('Knighted') and its Managing Partner, Roy Choi, as well as Naomi Choi, Mr. Choi's mother, and Yiu-Ting So, a long time business partner of Mr. Choi (collectively, the 'Knighted Group' or the 'Defendants'). The suit seeks, among other things, to enjoin the Knighted Group from misleading stockholders and acting as an undisclosed 'group' in connection with their involvement in Mr. Choi's bid to replace the Company's Board of Directors (the 'Board') with his hand-picked designees. In its suit, AGAE asserts that Knighted and Mr. Choi have been engaged in a year-long scheme to amass large quantities of AGAE's stock without disclosure to AGAE or its stockholders including by the filing of deceptive and deficient Schedule 13D materials with the Securities and Exchange Commission ('SEC') in a coordinated effort to secure Knighted and Mr. Choi's control over the Board at the Annual Meeting in August 2025. AGAE was left with no other option than to take legal action to enjoin the Defendants from continuing to allegedly violate federal securities laws and misleading stockholders for their own benefit. AGAE President and Chairman, Yangyang Li, said: 'We are taking this action to protect the rights and interests of all our stockholders. We believe the Knighted Group has deliberately misled stockholders and, in doing so, has violated federal securities laws. Their pattern of aggressive and disruptive litigation has obstructed the Company's normal course of business, damaged key strategic partnerships, and forced the Company to expend substantial time and resources defending against baseless claims. These actions have inflicted significant harm on the Company. With this lawsuit, we aim to hold Knighted Pastures and Roy Choi accountable for their securities law violations while we refocus on executing our strategic plan and continue working to maximize long-term value for all our stockholders.' Through its complaint, the Company asserts that Knighted and Mr. Choi violated federal securities laws by failing to disclose the formation of a secret stockholder group which purchased significant amounts of AGAE shares. Knighted and Mr. Choi, along with their co-defendants Naomi Choi and Yiu-Ting So, individual stockholders, collectively acquired 14,394,626 shares of AGAE's stock, amounting to approximately 37.8% ownership of the Company as of May 15, 2025. The complaint asserts that the Defendants, who share close family and business ties, have acted together, including by coordinating purchases of AGAE's stock in violation of federal securities laws. The individual stockholders are Naomi Choi, Mr. Choi's mother, who acquired an ownership stake of approximately 1,441,466 of AGAE's shares as of May 15, 2025 and Yiu-Ting So, who served as Knighted's outside accountant, and later Mr. Choi's business partner, who acquired an ownership stake of approximately 966,737 of AGAE's shares as of May 15, 2025. Together, Ms. Choi and Ms. So acquired more than 6.5% of AGAE's shares. The complaint alleges that the formation of this secret stockholder group violated federal securities laws and evaded the Company's Stockholder Rights Plan which would be triggered as a result of the Defendants' coordinated buying spree. The Company also asserts in its complaint that Knighted's notice of stockholder nomination is deficient because it does not disclose information about the secret stockholder group. The complaint seeks declaratory and injunctive relief in order to prevent Knighted from continuing its alleged violations of federal securities laws. AGAE urges all stockholders to carefully consider the underlying motives behind Knighted's actions towards AGAE, including the costly litigation initiated by Knighted against AGAE. The Company urges Knighted to stop taking actions that are harmful to shareholders. A copy of the complaint filed in the United States District Court for the Central District of California was filed with the SEC as an exhibit to the Company's Form 8-K filed on June 12, 2025. Advisors Paul Hastings LLP is serving as legal counsel, MacKenzie Partners, Inc. is serving as proxy solicitor and ADDO IR is serving as strategic communications advisor to AGAE. About Allied Gaming & Entertainment Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) is a global experiential entertainment company focused on providing a growing world of gamers and concertgoers with unique experiences through renowned assets, products and services. For more information, visit Forward Looking Statements This communication contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as 'may,' 'will,' 'should,' 'expect,' 'plan,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'potential,' 'intend' or 'continue,' the negative of such terms, or other comparable terminology. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements, including, but not limited to, any potential outcomes related to the complaint filed against the Defendants or any potential award of relief sought in the complaint. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in these forward-looking statements. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. IMPORTANT ADDITIONAL INFORMATION REGARDING the 2024/2025 Annual Meeting of Stockholders and Where to Find It The Company intends to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the 'SEC') in connection with its solicitation of proxies for its 2024/2025 Annual Meeting. THE COMPANY'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC's website at Certain Information Regarding Participants The Company, the President and Chairman, Yangyang Li and each of its non-employee Directors (namely, Mao Sun, Jingsheng (Jason) Lu, Guanzhou (Jerry) Qin, Yushi Guo, Yuanfei (Cliff) Qu and Chi Zhao) are deemed to be 'participants' (as defined in Section 14(a) of the Exchange Act) in the solicitation of proxies from the Company's stockholders in connection with the matters to be considered at the Annual Meeting. Information about the compensation of our President and Chairman, Yangyang Li and each of its non-employee Directors is set forth in the section titled 'Director Compensation' in the Company's preliminary proxy statement on Schedule 14A filed on November 12, 2024 (the '2024 Preliminary Proxy'), at pages 29 to 30, and is available here. Information regarding the participants' holdings of the Company's securities can be found in the section titled 'Ownership of Certain Beneficial Owners, Management and Directors' in the Company's 2024 Preliminary Proxy on pages 33 to 34 and is available here. When filed, supplemental information regarding the participants' holdings of the Company's securities can be found in SEC filings on Statements of Change in Ownership on Form 4 available on the Company's website at or through the SEC's website via the links referenced above. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company's proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the 2024/2025 Annual Meeting of Stockholders.
Business Wire
09-06-2025
- Business
- Business Wire
Allied Gaming & Entertainment Urges All Stockholders to Be Cautious About Misrepresented Assertions by Dissident Shareholder
NEW YORK--(BUSINESS WIRE)--Allied Gaming & Entertainment, Inc. (NASDAQ: AGAE) (the 'Company' or 'AGAE'), a global experiential entertainment company, strongly urges its stockholders to support the Company nominated directors up for reelection by Allied Gaming & Entertainment to remain on the Company's Board of Directors ('Board') at AGAE's combined 2024/2025 annual meeting of stockholders (the 'Annual Meeting'). AGAE also strongly urges stockholders to be cautious about misrepresented assertions by a dissident shareholder, Knighted Pastures, LLC ('Knighted'), and recommends stockholders vote against those individuals nominated by Knighted. The Company issued the following statement: AGAE strongly disagrees with the assertions made by Knighted in their recent filings. Their campaign is self-serving and aims to seize control of the Company without offering any premium to AGAE's valued shareholders. AGAE benefits from a highly qualified, engaged Board that has extensive experience relevant to the Company's business strategy, and a wholesale Board change is unjustified and an unwarranted risk to AGAE stockholders. This past year, Knighted initiated two lawsuits against the Company, in quick succession, which Management and the Board believed were designed only to advance its self-serving interest to obtain control of the Company and the Company's valuable cash assets without compensating AGAE's shareholders by paying a control premium. These lawsuits consumed significant financial resources and diverted Management's attention away from crucial business-building activities, which Management believes has ultimately harmed shareholder value. Moreover, Knighted's hostile approach has severely damaged relationships with multiple strategic partners. These partners, essential for AGAE's long-term growth, expressed deep concern over the turmoil caused by Knighted's confrontational tactics. In good faith, AGAE's Board previously offered a peaceful resolution, inviting Knighted representatives onto the Board to contribute constructively to the Company's future direction. Regrettably, Knighted rejected this amicable solution, demanding immediate and unconditional control. AGAE firmly believes that Knighted's tactics are detrimental to all shareholders. AGAE's goal is clear: protect and enhance shareholder value through strategic, transparent, and responsible governance. AGAE stockholders are not required to take any action at this time. The Board and its Nominating and Corporate Governance Committee will review the Knighted materials in accordance with the Company's process and guidelines. The Board will make its recommendation regarding director nominees in the Company's proxy statement and accompanying WHITE proxy card, which will be filed with the U.S. Securities and Exchange Commission ('SEC') and mailed to all AGAE stockholders eligible to vote at the Annual Meeting. Advisors Paul Hastings LLP is serving as legal counsel, MacKenzie Partners, Inc. is serving as proxy solicitor and ADDO IR is serving as strategic communications advisor to AGAE. About Allied Gaming & Entertainment Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) is a global experiential entertainment company focused on providing a growing world of gamers and concertgoers with unique experiences through renowned assets, products and services. For more information, visit Forward Looking Statements This communication contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as 'may,' 'will,' 'should,' 'expect,' 'plan,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'potential,' 'intend' or 'continue,' the negative of such terms, or other comparable terminology. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in these forward-looking statements. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. IMPORTANT ADDITIONAL INFORMATION REGARDING the 2024/2025 Annual Meeting of Stockholders and Where to Find It The Company intends to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the 'SEC') in connection with its solicitation of proxies for its 2024/2025 Annual Meeting. THE COMPANY'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC's website at Certain Information Regarding Participants The Company, the President and Chairman, Yangyang Li and each of its non-employee Directors (namely, Mao Sun, Jingsheng (Jason) Lu, Guanzhou (Jerry) Qin, Yushi Guo, Yuanfei (Cliff) Qu and Chi Zhao) are deemed to be 'participants' (as defined in Section 14(a) of the Exchange Act) in the solicitation of proxies from the Company's stockholders in connection with the matters to be considered at the Annual Meeting. Information about the compensation of our President and Chairman, Yangyang Li and each of its non-employee Directors is set forth in the section titled 'Director Compensation' in the Company's preliminary proxy statement on Schedule 14A filed on November 12, 2024 (the '2024 Preliminary Proxy'), at pages 29 to 30, and is available here. Information regarding the participants' holdings of the Company's securities can be found in the section titled 'Ownership of Certain Beneficial Owners, Management and Directors' in the Company's 2024 Preliminary Proxy on pages 33 to 34 and is available here. When filed, supplemental information regarding the participants' holdings of the Company's securities can be found in SEC filings on Statements of Change in Ownership on Form 4 available on the Company's website at or through the SEC's website via the links referenced above. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company's proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the 2024/2025 Annual Meeting of Stockholders.
Yahoo
09-06-2025
- Business
- Yahoo
Allied Gaming & Entertainment Urges All Stockholders to Be Cautious About Misrepresented Assertions by Dissident Shareholder
NEW YORK, June 09, 2025--(BUSINESS WIRE)--Allied Gaming & Entertainment, Inc. (NASDAQ: AGAE) (the "Company" or "AGAE"), a global experiential entertainment company, strongly urges its stockholders to support the Company nominated directors up for reelection by Allied Gaming & Entertainment to remain on the Company's Board of Directors ("Board") at AGAE's combined 2024/2025 annual meeting of stockholders (the "Annual Meeting"). AGAE also strongly urges stockholders to be cautious about misrepresented assertions by a dissident shareholder, Knighted Pastures, LLC ("Knighted"), and recommends stockholders vote against those individuals nominated by Knighted. The Company issued the following statement: AGAE strongly disagrees with the assertions made by Knighted in their recent filings. Their campaign is self-serving and aims to seize control of the Company without offering any premium to AGAE's valued shareholders. AGAE benefits from a highly qualified, engaged Board that has extensive experience relevant to the Company's business strategy, and a wholesale Board change is unjustified and an unwarranted risk to AGAE stockholders. This past year, Knighted initiated two lawsuits against the Company, in quick succession, which Management and the Board believed were designed only to advance its self-serving interest to obtain control of the Company and the Company's valuable cash assets without compensating AGAE's shareholders by paying a control premium. These lawsuits consumed significant financial resources and diverted Management's attention away from crucial business-building activities, which Management believes has ultimately harmed shareholder value. Moreover, Knighted's hostile approach has severely damaged relationships with multiple strategic partners. These partners, essential for AGAE's long-term growth, expressed deep concern over the turmoil caused by Knighted's confrontational tactics. In good faith, AGAE's Board previously offered a peaceful resolution, inviting Knighted representatives onto the Board to contribute constructively to the Company's future direction. Regrettably, Knighted rejected this amicable solution, demanding immediate and unconditional control. AGAE firmly believes that Knighted's tactics are detrimental to all shareholders. AGAE's goal is clear: protect and enhance shareholder value through strategic, transparent, and responsible governance. AGAE stockholders are not required to take any action at this time. The Board and its Nominating and Corporate Governance Committee will review the Knighted materials in accordance with the Company's process and guidelines. The Board will make its recommendation regarding director nominees in the Company's proxy statement and accompanying WHITE proxy card, which will be filed with the U.S. Securities and Exchange Commission ("SEC") and mailed to all AGAE stockholders eligible to vote at the Annual Meeting. Advisors Paul Hastings LLP is serving as legal counsel, MacKenzie Partners, Inc. is serving as proxy solicitor and ADDO IR is serving as strategic communications advisor to AGAE. About Allied Gaming & Entertainment Allied Gaming & Entertainment Inc. (Nasdaq: AGAE) is a global experiential entertainment company focused on providing a growing world of gamers and concertgoers with unique experiences through renowned assets, products and services. For more information, visit Forward Looking Statements This communication contains certain forward-looking statements under federal securities laws. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential," "intend" or "continue," the negative of such terms, or other comparable terminology. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside our control, that could cause actual results or outcomes to differ materially from those discussed in these forward-looking statements. The inclusion of such information should not be regarded as a representation by the Company, or any person, that the objectives of the Company will be achieved. IMPORTANT ADDITIONAL INFORMATION REGARDING the 2024/2025 Annual Meeting of Stockholders and Where to Find It The Company intends to file a proxy statement and WHITE proxy card with the U.S. Securities and Exchange Commission (the "SEC") in connection with its solicitation of proxies for its 2024/2025 Annual Meeting. THE COMPANY'S STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE DEFINITIVE PROXY STATEMENT (AND ANY AMENDMENTS AND SUPPLEMENTS THERETO) AND ACCOMPANYING WHITE PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain the proxy statement, any amendments or supplements to the proxy statement and other documents as and when filed by the Company with the SEC without charge from the SEC's website at Certain Information Regarding Participants The Company, the President and Chairman, Yangyang Li and each of its non-employee Directors (namely, Mao Sun, Jingsheng (Jason) Lu, Guanzhou (Jerry) Qin, Yushi Guo, Yuanfei (Cliff) Qu and Chi Zhao) are deemed to be "participants" (as defined in Section 14(a) of the Exchange Act) in the solicitation of proxies from the Company's stockholders in connection with the matters to be considered at the Annual Meeting. Information about the compensation of our President and Chairman, Yangyang Li and each of its non-employee Directors is set forth in the section titled "Director Compensation" in the Company's preliminary proxy statement on Schedule 14A filed on November 12, 2024 (the "2024 Preliminary Proxy"), at pages 29 to 30, and is available here. Information regarding the participants' holdings of the Company's securities can be found in the section titled "Ownership of Certain Beneficial Owners, Management and Directors" in the Company's 2024 Preliminary Proxy on pages 33 to 34 and is available here. When filed, supplemental information regarding the participants' holdings of the Company's securities can be found in SEC filings on Statements of Change in Ownership on Form 4 available on the Company's website at or through the SEC's website via the links referenced above. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Company's proxy statement on Schedule 14A and other materials to be filed with the SEC in connection with the 2024/2025 Annual Meeting of Stockholders. View source version on Contacts Investor Contacts: Addo Investor Relationsir@ Bob MareseMacKenzie Partners, Inc.1-800-322-2885 Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
