Allied Gaming & Entertainment Announces Third Quarter 2025 Financial Results

“With the disruptions related to a dissident stockholder now completely behind us following the third quarter, we are laser focused on advancing our strategic initiatives as we close out the year,” said James Li, Chairman & CEO of AGAE. “We are particularly pleased with our recent acquisition of Saiju School, a leading Japanese vocational high school, which will be renamed Allied International Futuretech Academy (AIFA). This acquisition is highly synergistic to our core business and represents a pivotal transformational step for Allied. We believe this is the first of many announcements, which will be followed by further global expansion into markets including Dubai, Hainan, and more.”

Third Quarter 2025 Financial Results

Revenues: Total revenues of $1.8 million decreased 15% compared to $2.2 million in the third quarter of 2024. The year-over-year decrease was primarily attributable to a $0.3 million decrease in in-person revenues generated from arena events.

Total costs and expenses for the third quarter were $9.2 million, up from $3.3 million in the prior-year period, primarily driven by a $4.4 million increase in legal and professional fees incurred in connection with complaints filed by a dissident stockholder, a lawsuit filed against the stockholder for violations of Section 13 of the Securities Exchange Act of 1934, and a proxy contest between the Company and such stockholder.

Net loss for the third quarter of 2025 was $5.4 million compared to net loss of $4.0 million in the prior-year period.

Adjusted EBITDA loss was $2.0 million for the third quarter of 2025 compared to a loss of $0.1 million in the third quarter of 2024. A reconciliation of the GAAP-basis net income (loss) to adjusted EBITDA is provided in the table at the end of this press release.

Balance Sheet

As of September 30, 2025, the Company had a cash and short-term investments position of $56.0 million, compared to $71.5 million at December 31, 2024. At September 30, 2025, the Company had a working capital position of $36.7 million compared to $64.3 million at December 31, 2024. As of September 30, 2025, the Company had approximately 38.0 million shares of outstanding common stock.

Corporate Developments

Subsequent to the end of the third quarter, the Company announced it had completed the acquisition of Saiju School, the No. 1 Higher Vocational School (Higher Vocational School Course) accredited by Shiga Prefecture, Japan. This acquisition marks Allied’s formal entry into Japan’s accredited secondary education system and represents a significant step toward redefining a future education model powered by creativity and technology. With Allied’s investment and strategic integration, Saiju School will undergo a comprehensive transformation to establish a cutting-edge FutureTech-driven curriculum, focusing on Live Events Production, content production, esports training, AI and Web3 blockchain applications. Following completion of the transformation, the school will be renamed Allied International Futuretech Academy. AIFA will serve as a new flagship model for Allied’s integration of esports and entertainment education.

As part of Allied’s strategy to invest in globally iconic IP and building original content IP, the Company has participated in the production investment of The Angry Birds Movie 3 through Flywheel Media. The film is being globally distributed by Paramount Pictures and produced by Rovio Entertainment Corporation and SEGA, together with Namit Malhotra and Prime Focus Studios, in partnership with Flywheel Media, One Cool Group, and dentsu. Production remains well on schedule, with an updated target release of December 23, 2026, positioning it as the only animated feature in the holiday window and capturing the peak family viewing season. Paramount Pictures has also announced that MrBeast and Salish Matter have joined the cast, further enhancing the film’s global market appeal.

Operational Update

The Company hosted events on 72 days in the third quarter of 2025, with 33 proprietary events and 39 third-party event days. Key third-party activations included SOPHOS Corporate Reception, a cybersecurity industry client engagement event with gaming integrations; Global Gaming League’s SZN Zero Launch, featuring celebrity-owned teams led by Ne-Yo and T-Pain competing in Tekken 8; and Steel City Interactive’s Undisputed Tournament Showcase, a WBC-sanctioned esports event highlighting the Undisputed boxing title with top creators and boxing personalities. The Allied Esports Mobile Gaming Truck traveled to Los Angeles, CA for the Anime Expo in July and kicked off the 2025 Rally Cry Tour with its first stop at the Georgia World Congress Center, just outside of Mercedes Benz Stadium in Atlanta, GA, ahead of two major college football games.

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.

Non-GAAP Financial Measures

As a supplement to our financial measures presented in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), the Company presents certain non-GAAP measures of financial performance. These non-GAAP financial measures are not intended to be considered in isolation

from, as a substitute for, or as more important than, the financial information prepared and presented in accordance with GAAP. In addition, these non-GAAP measures have limitations in that they do not reflect all of the items associated with the company’s results of operations as determined in accordance with GAAP.  Non-GAAP financial measures are not an alternative to the Company’s GAAP financial results and may not be calculated in the same manner as similar measures presented by other companies.

The Company provides net income (loss) and earnings (loss) per share in accordance with GAAP. In addition, the Company provides EBITDA (defined as GAAP net income (loss) from continuing operations before interest (income) expense, income taxes, depreciation, and amortization). The Company defines “Adjusted EBITDA” as EBITDA excluding certain non-cash, non-recurring, and unusual items, such as stock-based compensation, non-recurring legal fees, repayments of restricted cash, and unrealized foreign currency transactions.

In the future, the Company may also consider whether other items should also be excluded in calculating the non-GAAP financial measures used by the Company. Management believes that the presentation of these non-GAAP financial measures provides investors with additional useful information to measure the Company’s financial and operating performance. In particular, these measures facilitate comparison of our operating performance between periods and help investors to better understand the operating results of the Company by excluding certain items that may not be indicative of the Company’s core business, operating results, or future outlook. Additionally, we consider quantitative and qualitative factors in assessing whether to adjust for the impact of items that may be significant or that could affect an understanding of our ongoing financial and business performance or trends. Internally, management uses these non-GAAP financial measures, along with others, in assessing the Company’s operating results, measuring compliance with any applicable requirements of the Company’s debt financing agreements in place at such time, as well as in planning and forecasting.

The Company’s non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles, and our non-GAAP definitions of the “EBITDA” and “Adjusted EBITDA” do not have a standardized meaning. Therefore, other companies may use the same or similarly named measures, but include or exclude different items, which may not provide investors a comparable view of the Company’s performance in relation to other companies.

Management compensates for the limitations resulting from the exclusion of these items by considering the impact of the items separately and by considering the Company’s GAAP, as well as non-GAAP, financial results and outlook, and by presenting the most comparable GAAP measures directly ahead of non-GAAP measures, and by providing a reconciliation that indicates and describes the adjustments made.

Forward Looking Statements

This communication contains certain forward-looking statements under federal securities laws. Forward-looking statements includes, but are not limited to, potential growth opportunities and other statements regarding our goals, beliefs, strategies, objectives, plans, 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. 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 factors, among others, that may affect actual results or outcomes include: risks associated with the future direction or governance of the Company; our ability to execute on our strategic and business plans; the substantial uncertainties inherent in the acceptance of existing and future products and services; the ability to retain key personnel; current and potential litigation and related legal expenses; general economic and market conditions impacting demand for our services; our inability to enter into one or more future acquisition or strategic transactions; and our ability, or a decision not to pursue strategic options for the esports business. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. The business and operations of AGAE are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this communication. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business and results is described under “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 9, 2025, as well as subsequent reports we file 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.

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Investor Contact:

Addo Investor Relations

agae@addo.com

Allied Gaming & Entertainment, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

		September 30, 2025				December 31, 2024
Assets
Current Assets
Cash and cash equivalents		$	15,447,131			$	59,242,802
Short-term investments (at fair value, except for $0.0 and $8.8 million
at September 31, 2025 and December 31, 2024, respectively)			38,347,847				8,800,000
Marketable securities			2,155,326				3,483,211
Interest receivable			1,162,334				709,539
Accounts receivable			263,836				708,804
Insurance recovery receivable			-				-
Loans receivable			24,422,144				17,629,915
Deposits, current portion			-				3,700,000
Prepaid expenses and other current assets			1,271,680				471,361
Total Current Assets			83,070,298				94,745,632
Property and equipment, net			2,445,178				3,000,082
Digital assets			356,017				49,300
Intangible assets, net			4,784,574				5,115,686
Land use rights, net			3,936,987				-
Deposits, non-current portion			2,794,787				2,614,462
Operating lease right-of-use asset			3,461,846				4,365,718
Investment in unconsolidated affiliate			3,051,300				-
Goodwill			2,866,596				2,796,379
Total Assets		$	106,767,583			$	112,687,259
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable		$	7,053,442			$	1,322,140
Accrued expenses and other current liabilities			2,278,651				1,151,407
Deferred revenue			302,429				656,382
Operating lease liability, current portion			1,655,533				1,591,475
Loans payable			35,141,453				25,756,757
Total Current Liabilities			46,431,508				30,478,161
Operating lease liability, non-current portion			2,763,687				4,008,473
Deferred tax liability			670,743				670,743
Total Liabilities			49,865,938				35,157,377
Commitments and Contingencies (Note 12)
Stockholders' Equity
Preferred stock, $0.0001 par value, 1,000,000 shares authorized,
Series A Preferred stock, $0.0001 par value, 50,000 shares designated,
none issued and outstanding
Common stock, $0.0001 par value; 100,000,000 shares authorized,
40,294,728 and 46,385,798 shares issued at September 30, 2025 and
December 31, 2024, and 38,014,430 and 44,105,500 shares outstanding at
September 30, 2025 and December 31, 2024, respectively			4,029				4,639
Additional paid in capital			199,996,860				205,948,565
Accumulated deficit			(145,207,278	)			(130,428,314	)
Accumulated other comprehensive income			282,100				180,002
Treasury stock, at cost, 2,280,298 shares at September 30, 2025
and December 31, 2024, respectively			(2,694,075	)			(2,694,075	)
Total Allied Gaming & Entertainment Inc. Stockholders' Equity			52,381,636				73,010,817
Non-controlling interest			4,520,009				4,519,065
Total Stockholders' Equity			56,901,645				77,529,882
Total Liabilities and Stockholders' Equity		$	106,767,583			$	112,687,259

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2025				2024				2025				2024
Revenues:
In-person		$	1,008,983			$	1,345,484			$	3,826,733			$	3,518,044
Multiplatform content			67				71				204				182
Casual mobile gaming			837,862				817,986				2,214,593				3,664,244
Total Revenues			1,846,912				2,163,541				6,041,530				7,182,470
Costs and Expenses: In-person (exclusive of depreciation and amortization)			613,711				682,652				2,091,982				1,820,818
Casual mobile gaming (exclusive of depreciation and amortization)			732,802				700,918				2,051,374				3,198,988
Research and development expenses			174,774				158,162				522,627				526,906
Selling and marketing expenses			78,989				90,512				200,647				198,561
General and administrative expenses			7,176,192				1,308,346				18,675,907				9,399,828
Depreciation and amortization			404,862				403,524				1,177,012				1,183,692
Impairment of property and equipment							-				-
Total Costs and Expenses			9,181,330				3,344,114				24,719,549				16,328,793
Loss From Operations			(7,334,418	)			(1,180,573	)			(18,678,019	)			(9,146,323	)
Other (Expense) Income: Other (expense) income, net			324,365				(827	)			292,273				414
Realized gain on investment in money market fund			26,825				-				412,934				-
Loss on escrow settlement			-				(3,000,000	)			-				(3,000,000	)
Gain on investment in marketable securities and and short-term investmen			(113,830	)			-				398,763				-
(Loss) gain on foreign currency transactions, net			281,754				(1,213,446	)			(819,287	)			(862,012	)
Change in fair value of digital assets			52,510				-				17,289				-
Interest income, net			1,363,810				1,033,362				3,243,209				2,934,035
Total Other (Expense) Income			1,935,434				(3,180,911	)			3,545,181				(927,563	)
Pre-Tax Loss			(5,398,984	)			(4,361,484	)			(15,132,838	)			(10,073,886	)
Income tax benefit			-				332,862				-				332,862
Net Loss			(5,398,984	)			(4,028,622	)			(15,132,838	)			(9,741,024	)
Less: net loss attributable to non-controlling interest			(37,755	)			(681	)			(123,991	)			(210,715	)
Net Loss Attributable to Common Stockholders		$	(5,361,229	)		$	(4,027,941	)		$	(15,008,847	)		$	(9,530,309	)
Net Loss per Common Share
Basic and Diluted		$	(0.14	)		$	(0.11	)		$	(0.37	)		$	(0.24	)
Weighted Average Number of Common Shares Outstanding: Basic and Diluted			37,713,944				37,219,904				40,190,265				39,753,952

		Three Months Ended September 30,								Nine Months Ended September 30,
		2025				2024				2025				2024
Net loss		$	(5,398,984	)		$	(4,028,622	)		$	(15,132,838	)		$	(9,741,024	)
Interest income, net			(1,363,810	)			(1,033,362	)			(3,243,209	)			(2,934,035	)
Depreciation and amortization			404,862				401,452				1,177,012				1,181,620
EBITDA			(6,357,932	)			(4,660,532	)			(17,199,035	)			(11,493,439	)
Non-recurring legal fees (1)			1,674,302				102,854				5,701,790				2,161,605
Non-recurring proxy contest and other costs (2)			2,803,091				-				3,880,942				-
(Gain) loss on investment in marketable securities			113,830				-				(398,763	)			-
(Gain) on investment in money market fund			(26,825	)			-				(412,934	)			-
Loss (gain) on foreign currency transactions, net			(281,754	)			1,213,446				819,287				862,012
Loss on settlement of Brookfield agreement			-				3,000,000				-				3,000,000
Stock based compensation			115,228				229,730				494,426				903,639
Adjusted EBITDA		$	(1,960,060	)		$	(114,502	)		$	(7,114,287	)		$	(4,566,183	)