AIFA 8-K
All In FutureTech Alliance, Inc. (AIFA)
8-K
2025-04-23
For: 2025-04-17
View Original
Added on
April 10, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 17, 2025
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
(Address of principal executive offices, including zip code)
(646 ) 768-4240
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 17, 2025, Allied Gaming & Entertainment Inc. (the “Company”) received a deficiency letter (the “Letter”) from the Listing
Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the periodic requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) was not filed with the Securities and Exchange Commission by the required due date of March 31, 2025 (or April 15, 2025 following the Form 12b-25 filed by the
Company on March 31, 2025). This Letter received from Nasdaq has no immediate effect on the listing or trading of the Company’s common stock.
Under Nasdaq rules, the Company now has until June 16, 2025, or 60 calendar days from the receipt of the Letter, to submit a plan to
regain compliance with the Nasdaq Listing Rules. The Company currently expects it will be able to file the Form 10-K prior to such deadline. In the event the Company needs to submit a plan of compliance, and Nasdaq accepts the Company’s plan,
Nasdaq may grant an exception of 180 calendar days from the Form 10-K’s due date, or until October 13, 2025, as instructed by the Letter, to regain compliance with the Nasdaq Listing Rules. However, there is no assurance that Nasdaq will accept the
Company’s plan to regain compliance.
The Company is working diligently to regain compliance with Nasdaq’s listing rules. This notification has no immediate effect on the
listing or trading of the Company’s common stock on Nasdaq.
Item 7.01 Regulation FD Disclosure.
On April 23, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had
received the Letter. A copy of the press release is attached hereto as Exhibit 99.1.*
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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* The information in Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
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.
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ALLIED GAMING & ENTERTAINMENT, INC.
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Date: April 23, 2025
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By:
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/s/ Roy Anderson
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Roy Anderson
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Chief Financial Officer
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Allied Gaming & Entertainment Receives Expected Nasdaq Notice Regarding Delayed Annual Report
New York, NY (April 23, 2025) – Allied Gaming & Entertainment, Inc. (NASDAQ: AGAE) (the “Company” or “AGAE”), a global experiential entertainment company, today
announced that on April 17, 2025, it received a deficiency letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that it is not in compliance with the periodic
requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “Form 10-K”) was not filed with the Securities and Exchange Commission
by the required due date of March 31, 2025 (or April 15, 2025 following the Form 12b-25 filed by the Company on March 31, 2025). This Letter received from Nasdaq has no immediate effect on the listing or trading of the Company’s common stock.
Under Nasdaq rules, the Company now has until June 16, 2025, or 60 calendar days from the receipt of the Letter, to submit a plan to regain compliance with
the Nasdaq Listing Rules. The Company currently expects it will be able to file the Form 10-K prior to such deadline. In the event the Company needs to submit a plan of compliance, and Nasdaq accepts the Company’s plan, Nasdaq may grant an exception
of 180 calendar days from the Form 10-K’s due date, or until October 13, 2025, as instructed by the Letter, to regain compliance with the Nasdaq Listing Rules. However, there is no assurance that Nasdaq will accept the Company’s plan to regain
compliance.
The Company is working diligently to regain compliance with Nasdaq’s listing rules. This notification has no immediate effect on the listing or trading of the
Company’s common stock on Nasdaq.
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 alliedgaming.gg.
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.
Investor Contact:
Addo Investor Relations