UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) On January 5, 2024, the Board of Directors (the “Board”) of Allied Gaming & Entertainment, Inc. (the “Company”) approved and adopted amendments to the Bylaws of the Company (the “Amended Bylaws”) to, among other things:
| ● | revise the advance notice provision to require stockholders to provide additional information about stockholder proposals and nominees for directors, including ownership requirements, conflicts of interest, and qualification, at both the annual and special meetings of stockholders; |
| ● | revise the provisions governing the right of stockholders to request the books and records of the Company to align with Delaware law requirements; |
| ● | increase the voting threshold for stockholder amendment of the bylaws to two-thirds (2/3) of outstanding shares; and |
| ● | add an exclusive forum provision for adjudication of claims under the Securities Act of 1933, as amended, in Delaware courts. |
A copy of the Amended Bylaws is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein. The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the full text of the Amended Bylaws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| Exhibit 3.1 | Bylaws of Allied Gaming & Entertainment, Inc., as amended through January 5, 2024 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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: January 9, 2024 | By: | /s/ Roy Anderson |
| Roy Anderson | ||
| Chief Financial Officer | ||
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