UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM
For the quarterly period ended
For the transition period from to _______
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(Issuer’s telephone number)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Check whether the issuer (1) filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| 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. ☐
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 12, 2025,
ALLIED GAMING & ENTERTAINMENT INC.
Index to Condensed Consolidated Financial Statements
i
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| (unaudited) | ||||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Short-term investments (at fair value, except for $ | ||||||||
| Marketable securities | ||||||||
| Interest receivable | ||||||||
| Accounts receivable | ||||||||
| Insurance recovery receivable | ||||||||
| Loans receivable | ||||||||
| Deposits, current portion | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Digital assets | ||||||||
| Intangible assets, net | ||||||||
| Land use rights, net | ||||||||
| Deposits, non-current portion | ||||||||
| Operating lease right-of-use asset | ||||||||
| Investment in unconsolidated affiliate | ||||||||
| Goodwill | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Stockholders' Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Deferred revenue | ||||||||
| Operating lease liability, current portion | ||||||||
| Loans payable | ||||||||
| Total Current Liabilities | ||||||||
| Operating lease liability, non-current portion | ||||||||
| Deferred tax liability | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 12) | ||||||||
| Stockholders' Equity | ||||||||
| Preferred stock, $ | ||||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income | ||||||||
| Treasury stock, at cost, | ( | ) | ( | ) | ||||
| Total Allied Gaming & Entertainment Inc. Stockholders' Equity | ||||||||
| Non-controlling interest | ||||||||
| Total Stockholders' Equity | ||||||||
| Total Liabilities and Stockholders' Equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues: | ||||||||||||||||
| In-person | $ | $ | $ | $ | ||||||||||||
| Multiplatform content | ||||||||||||||||
| Casual mobile gaming | ||||||||||||||||
| Total Revenues | ||||||||||||||||
| Costs and Expenses: | ||||||||||||||||
| In-person (exclusive of depreciation and amortization) | ||||||||||||||||
| Casual mobile gaming (exclusive of depreciation and amortization) | ||||||||||||||||
| Research and development expenses | ||||||||||||||||
| Selling and marketing expenses | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total Costs and Expenses | ||||||||||||||||
| Loss From Operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other (Expense) Income: | ||||||||||||||||
| Other (expense) income, net | ( | ) | ( | ) | ||||||||||||
| Realized gain on investment in money market fund | ||||||||||||||||
| Gain on investment in marketable securities | ||||||||||||||||
| (Loss) gain on foreign currency transactions, net | ( | ) | ( | ) | ||||||||||||
| Change in fair value of digital assets | ( | ) | ||||||||||||||
| Interest income, net | ||||||||||||||||
| Total Other (Expense) Income | ||||||||||||||||
| Pre-Tax Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income tax benefit | ||||||||||||||||
| Net Loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: net loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net Loss Attributable to Common Stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net Loss per Common Share | ||||||||||||||||
| Basic and Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted Average Number of Common Shares Outstanding: | ||||||||||||||||
| Basic and Diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Loss
(unaudited)
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income (loss): | ||||||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Net loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Other comprehensive income (loss) attributable to non-controlling interest | ( | ) | ( | ) | ||||||||||||
| Comprehensive Loss Attributable to Common Stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(unaudited)
| For The Three and Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in | Accumulated Other Comprehensive | Accumulated | Allied
Gaming & Entertainment Inc. Stockholders’ | Non- Controlling | Total Stockholders’ | |||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Income | Deficit | Equity | Interest | Equity | |||||||||||||||||||||||||||||||
| Balance - January 1, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||
| Stock-based compensation: | ||||||||||||||||||||||||||||||||||||||||
| Restricted common stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock options | - | - | ||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee payroll tax | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Cumulative effect adjustment upon adoption of ASU 2023-08 | - | - | ||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ||||||||||||||||||||||||||||||||||||||
| Balance - March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Stock-based compensation: | ||||||||||||||||||||||||||||||||||||||||
| Restricted common stock | - | - | ||||||||||||||||||||||||||||||||||||||
| Stock options | - | - | ||||||||||||||||||||||||||||||||||||||
| Cancelation of common stock previously issued pursuant to a Securities Purchase Agreement | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||
| Net (loss) income | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | ||||||||||||||||||||||||||||||||||||||
| Balance - June 30, 2025 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||
| For The Three and Six Months Ended June 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Additional Paid-in | Subscription | Accumulated Other Comprehensive | Accumulated | Allied
Gaming & Entertainment Inc. Stockholders’ | Non- Controlling | Total Stockholders’ | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Receivable | Income | Deficit | Equity | Interest | Equity | ||||||||||||||||||||||||||||||||||
| Balance - January 1, 2024 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | $ | $ | |||||||||||||||||||||||||||||||
| Stock-based compensation: | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted common stock | - | |||||||||||||||||||||||||||||||||||||||||||
| Stock options | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Shares withheld for employee payroll tax | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Issuance of common stock pursuant to a Share Purchase Agreement | - | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Other comprehensive loss | - | - | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance - March 31, 2024 | ( | ) | $ | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Stock-based compensation: | ||||||||||||||||||||||||||||||||||||||||||||
| Restricted common stock | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Stock options | - | - | ||||||||||||||||||||||||||||||||||||||||||
| Cancellation of common stock previously issued pursuant to a Share Purchase Agreement | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | - | - | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Balance - June 30, 2024 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | $ | ||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows
(unaudited)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Non-cash operating lease expense | ||||||||
| Gain on investment in marketable securities | ( | ) | ||||||
| Non-cash payment of legal fees | - | |||||||
| Loss on transactions denominated in foreign currency | ||||||||
| Change in fair value of digital assets | ||||||||
| Depreciation and amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ||||||||
| Insurance recovery receivable | ( | ) | ||||||
| Interest receivable | ( | ) | ||||||
| Other receivables | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Deposit | ||||||||
| Accounts payable | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Total Adjustments | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities | ||||||||
| Investment in unconsolidated affiliate | ( | ) | ||||||
| Purchase of land use rights | ( | ) | ||||||
| Proceeds from maturity of short-term investments | ||||||||
| Purchases of short-term investments | ( | ) | ( | ) | ||||
| Proceeds from sale of marketable securities | ||||||||
| Issuance of loans receivable | ( | ) | ( | ) | ||||
| Proceeds from repayment of short-term loan | ||||||||
| Purchases of property and equipment | ( | ) | ( | ) | ||||
| Net Cash (Used In) Provided By Investing Activities | ( | ) | ||||||
| Cash Flows From Financing Activities | ||||||||
| Proceeds from issuance of common stock in share purchase agreement | ||||||||
| Return of proceeds upon cancellation of common stock previously issued pursuant to a share purchase agreement | ( | ) | ( | ) | ||||
| Proceeds from short-term loans | ||||||||
| Repayment of short-term loans | ( | ) | ||||||
| Net Cash Provided By Financing Activities | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows, continued
(unaudited)
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Effect of Exchange Rate Changes on Cash | ( | ) | ||||||
| Net (Decrease) Increase In Cash, Cash Equivalents, And Restricted Cash | ( | ) | ||||||
| Cash, cash equivalents, and restricted cash - Beginning of Period | ||||||||
| Cash, cash equivalents, and restricted cash - End of Period | $ | $ | ||||||
| Cash and cash equivalents and restricted cash consisted of the following: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Money market funds | ||||||||
| Restricted cash | ||||||||
| $ | $ | |||||||
| Non-Cash Investing and Financing Activities: | ||||||||
| Cumulative effect adjustment upon adoption of ASU 2023-08 | $ | ( | ) | $ | ||||
| ROU asset and lease liability | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 1 – Business Organization and Nature of Operations
Allied Gaming & Entertainment
Inc. (“AGAE” and together with its subsidiaries, the “Company”) operates a public esports and entertainment company
through its wholly owned subsidiaries Allied Esports Media Inc., (“AEM”), Allied Esports International, Inc., (“AEII”),
Esports Arena Las Vegas, LLC (“ESALV”), Allied Mobile Entertainment Inc. (“AME”), Allied Mobile Entertainment
(Hong Kong) Limited (“AME-HK”), Allied Experiential Entertainment Inc. (“AEE”), AGAE Investment Limited, formerly
known as Skyline Music Entertainment (Hong Kong) Limited (“Skyline HK”), Beijing Lianhuan Technology Co., Ltd (“BLT”),
Allied Commercial Development (Hainan) Co., Ltd (“ACD”), and Allied Esports GmbH (“AEG”). AEII produces a variety
of esports and gaming-related content, including world class tournaments, live and virtual events, and original programming to continuously
foster an engaged gaming community. ESALV operates HyperX Arena Las Vegas, the world’s most recognized esports facility. AME-HK
is a wholly owned subsidiary of AME and owns a
Note 2 – Significant Accounting Policies
There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on June 9, 2025.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual consolidated financial statements. In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments which are considered necessary for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of June 30, 2025, and for the three and six months ended June 30, 2025 and 2024. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results for the full year ending December 31, 2025 or any other period. These unaudited condensed consolidated financial statements have been derived from the Company’s accounting records and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2024, filed with the SEC on June 9, 2025.
Investments in Equity Linked, Bond Linked, and ETF Linked Notes
The Company has elected the fair value option for recording its equity linked, bond linked, and ETF linked notes (the “Notes”), pursuant to ASC 825-10, Financial Instruments (“ASC 825”), whereby the hybrid instrument is initially recorded in its entirety at fair value and changes in fair value are recorded in other income (expense) on the condensed consolidated statements of operations. The Company determines the appropriate classification of these investments at the time of purchase and reevaluates such designation at each balance sheet date. The Notes are included in short-term investments on the Company’s balance sheet if the maturity date is less than one year from the balance sheet date.
Fair Value of Financial Instruments
The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”).
ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:
Level 1 - quoted prices in active markets for identical assets or liabilities.
Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable.
Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).
7
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following table provides information about the Company’s financial assets measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values:
| As of June 30, 2025 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Digital assets | $ | $ | $ | $ | ||||||||||||
| Cash equivalent - money market funds | ||||||||||||||||
| Marketable securities | ||||||||||||||||
| Short-term investment - bond linked notes | ||||||||||||||||
| Short-term investment - FX linked notes | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| As of December 31, 2024 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Digital assets | $ | $ | $ | $ | ||||||||||||
| Cash equivalent - money market funds | ||||||||||||||||
| Marketable securities | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
The carrying amounts of the Company’s financial instruments, such as cash and cash equivalents, accounts receivable, short-term investments (excluding equity, and bond linked notes), other receivable, deposits - current portion, interest receivable, loans receivable, accounts payable, operating lease liabilities – current portion, accrued liabilities, insurance recovery receivable, and loans payable approximate fair value due to the short-term nature of these instruments.
Bond and equity linked notes are categorized within level 2 of the fair value hierarchy, as the fair value is based on the price of the underlying equity securities or foreign exchange rates. See Note 3 – Short-Term Investments for further details on short-term investments.
Net Loss per Common Share
Basic loss per common share is computed by dividing net loss attributable to the Company by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the potential exercise of outstanding stock options and warrants and vesting of restricted stock awards.
The following table presents the computation of basic and diluted net loss per common share:
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Numerator: | ||||||||||||||||
| Net loss attributable to common stockholders | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator: | ||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Less: weighted average unvested restricted shares | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Denominator for basic and diluted net loss per share | ||||||||||||||||
| Basic and Diluted Net Loss per Common Share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
8
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:
| As of June 30, | ||||||||
| 2025 | 2024 | |||||||
| Unvested restricted common shares | ||||||||
| Options | ||||||||
| Warrants | ||||||||
| Contingent consideration shares (1) | ||||||||
| (1) |
Revenue Recognition
To determine the proper revenue recognition method, the Company evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore not distinct. Some of the Company’s contracts have multiple performance obligations, primarily related to the provision of multiple goods or services. For contracts with more than one performance obligation, the Company allocates the total transaction price in an amount based on the estimated relative standalone selling prices underlying each performance obligation.
The Company recognizes revenue primarily from the following sources:
In-person revenue
In-person revenue was comprised of the following for the three and six months ended June 30, 2025 and 2024:
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Event revenue | $ | $ | $ | $ | ||||||||||||
| Sponsorship revenue | ||||||||||||||||
| Food and beverage revenue | ||||||||||||||||
| Ticket and gaming revenue | ||||||||||||||||
| Merchandising revenue | ||||||||||||||||
| Total in-person revenue | $ | $ | $ | $ | ||||||||||||
Event revenues from the rental of the ESALV arena and gaming trucks are recognized over the term of the event based on the number of days completed relative to the total days of the event, as this method best depicts the transfer of control to the customer. In-person revenue also includes revenue from ticket sales, admission fees and food and beverage sales for events held at the Company’s esports properties. Ticket revenue is recognized at the completion of the applicable event. Point of sale revenues, such as food and beverage, gaming and merchandising revenues, are recognized when control of the related goods are transferred to the customer.
The Company generates sponsorship revenue from the naming rights of its esports arena which is recognized on a straight-line basis over the contractual term of the agreement.
The Company records deferred revenue to the extent that payment has been received for services that have yet to be performed.
9
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
Multiplatform revenue
Distribution revenue amounted
to $
Casual mobile gaming revenue
Casual mobile gaming revenue
amounted to $
The transaction price is generally the product of the advertising units delivered (e.g. impressions, click-throughs) and the contractually agreed upon price per advertising unit. The price per advertising unit can also be based on revenue share percentages stated in the contract. The number of advertising units delivered is determined at the end of each month so there is no uncertainty about the transaction price.
The Company’s casual games are played on various mobile third-party platforms for which such third parties collect monies from advertisers and remit the net proceeds after deducting payment processing fees, user acquisition cost, agent fees, and player incentive payments. The Company is primarily responsible for providing access to the games, has control over the content and functionality of games before they are accessed by players, and has the discretion to establish the pricing for the advertisements. Therefore, the Company concluded that it is the principal, and as a result, revenues are reported gross of payment processing fees and player incentive fees. Payment processing fees and player incentive fees are recorded as components of cost of revenue in the accompanying condensed consolidated statements of operations.
Revenue recognition
The following table summarizes our revenue recognized under ASC 606 in our condensed consolidated statements of operations:
| For the Three Months Ended | For the Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues Recognized at a Point in Time: | ||||||||||||||||
| Food and beverage revenue | $ | $ | $ | $ | ||||||||||||
| Ticket and gaming revenue | ||||||||||||||||
| Merchandising revenue | ||||||||||||||||
| Casual mobile games | ||||||||||||||||
| Distribution revenue | ||||||||||||||||
| Total Revenues Recognized at a Point in Time | ||||||||||||||||
| Revenues Recognized Over a Period of Time: | ||||||||||||||||
| Event revenue | ||||||||||||||||
| Sponsorship revenue | ||||||||||||||||
| Total Revenues Recognized Over a Period of Time | ||||||||||||||||
| Total Revenues | $ | $ | $ | $ | ||||||||||||
The timing of the Company’s revenue recognition
may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company
has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records
deferred revenue until the performance obligations are satisfied. As of June 30, 2025 and December 31, 2024, the Company had contract
liabilities of $
10
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
Through June 30, 2025, $
Effective February 22, 2023,
the Company entered into a sponsorship agreement which expires on April 2, 2026. The total contract price for this sponsorship agreement
is $
Digital Assets
The Company has ownership of and control over the digital assets and the Company may use third-party custodial services to secure them. The Company accounted for digital assets held as the result of the receipt of Ether, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other through December 31, 2024. Following the adoption of ASU 2023-08 effective January 1, 2025, the Company measures digital assets at fair value with changes recognized in other (expense) income in the condensed consolidated statement of operations. Refer to Note 8 – Digital Assets for further information regarding the Company’s impact of the adoption of ASU 2023-08.
Concentration Risks
Financial instruments that
potentially subject the Company to concentration of credit risk consist of cash and cash equivalents, short-term investments, loans receivable,
interest receivable, accounts receivable, other receivables, and deposits – current portion. The Company maintains cash deposits
and short-term investments with major U.S. financial institutions that at various times may exceed Federal Deposit Insurance Corporation
(“FDIC”) insurance limits. As of June 30, 2025, three customers represented
During the three months ended
June 30, 2025 and 2024,
During the three months ended
June 30, 2025, the Company’s three largest customers accounted for
During the three months ended
June 30, 2024, the Company’s two largest customers accounted for
Foreign Currency Translation
The Company’s reporting
currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies
(primarily United States Dollar, and Chinese Yuan). Since the acquisition of ZTech on October 31, 2023, Yuan-denominated assets and liabilities
are translated into the United States Dollar using the exchange rate at the balance sheet date (
The Company engages in foreign
currency denominated transactions with customers, suppliers, investment, and financing, as well as between subsidiaries with different
functional currencies. (Losses) gains of ($
Segment Information
Reportable segments are components of an enterprise about which separate financial information is available for evaluation by the chief operating decision maker in making decisions about how to allocate resources and assess performance. The chief operating decision maker of Allied Gaming & Entertainment is the chief executive officer. Financial information for each of the separate entities are reviewed by chief operating decision maker. The operations of Allied Esports (video game events and tournaments), Z-Tech (casual mobile games) and Skyline (live concert promotion) are reported as separate operating segments. See Note 14 – Segment Data.
11
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
Subsequent Events
The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements, except as disclosed.
Recently Issued Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220 – 04). The ASU requires, among other items, additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the condensed consolidated statements of operations. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. Since this new ASU addresses only disclosures, the Company does not expect the adoption of this ASU to have any material effects on its financial condition, results of operations or cash flows. The Company is currently evaluating the effect of adopting the ASU on its disclosures.
Recently Adopted Accounting Pronouncements
In December 2023, the FASB
issued ASU 2023-08, Intangibles – Goodwill and Other – Crypto Assets (Subtopic 350 – 06). This update requires an entity
to subsequently measure certain assets at fair value with changes recognized in net income each reporting period. This update also requires
that an entity present crypto assets measured at fair value separately from other intangible assets in the condensed consolidated balance
sheet and changes from the remeasurement of crypto assets separately from changes in the carrying amounts of other intangible assets in
the condensed consolidated statement of operations. The Company adopted ASU 2023-08 on January 1, 2025 and recorded a cumulative-effect
adjustment to the opening balance of retained earnings in the amount of $
Tax Law Change
On July 4, 2025, the President
signed into law significant federal tax legislation, H.R.1 (the “Tax Reform Act of 2025”). The legislation includes numerous
changes to U.S. corporate income tax law, including but not limited to: permanent
The Company is currently evaluating the impact of the Tax Reform Act of 2025 on its condensed consolidated financial statements. The effects of the new law, including remeasurement of deferred tax assets and liabilities and changes to current and future tax expense, will be reflected in the period of enactment and in future periods as additional guidance is issued and the Company completes its analysis.
Note 3 – Short-Term Investments
Short-term investments consist of the following:
| Certificates of Deposit | Fixed Rate Deposits | US Treasury Note | Equity Linked Notes | ETF Linked Notes | FX Linked Notes | Bond Linked Notes | Total Short-term Investments | |||||||||||||||||||||||||
| Balance as of January 1, 2025 | $ | $ | $ | $ | $ | $ | $ | - | $ | |||||||||||||||||||||||
| Purchases | ||||||||||||||||||||||||||||||||
| Maturities | ( | ) | ( | ) | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||
| Fair value adjustment | ( | ) | ||||||||||||||||||||||||||||||
| Early withdrawals | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Withdrawal penalty | ( | ) | - | ( | ) | |||||||||||||||||||||||||||
| Balance as of June 30, 2025 | $ | $ | $ | $ | $ | - | $ | $ | $ | |||||||||||||||||||||||
Short-term investments include certificates of deposit and fixed rate
deposits with original maturities of greater than three months but less than or equal to twelve months when purchased. Interest income
on certificates of deposit and fixed rate deposits amounted to $
On May 20, 2025, the Company purchased 10-year U.S. Treasury Notes
bearing a fixed interest rate of
On March 11, 2025, the Company
entered into a three-month equity linked note which is an investment product that provides for a coupon amount of
12
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
On March 11, 2025, the Company
entered into a three-month exchange-traded fund (“ETF”) linked note which is an investment product that provides for a coupon
amount of
During the six months ended June 30, 2025, the Company entered into
one three-month FX linked notes, an investment product which provides for a fixed interest payment of
During the six months ended
June 30, 2025, the Company entered into three three-month bond linked notes which are investment products that provide for a coupon amount
between
Note 4 – Marketable Securities
On October 15, 2024, the
Company purchased $
The following is a roll forward of the Company’s marketable securities balance during the six months ended June 30, 2025:
| Balance as of January 1, 2025 | $ | |||
| Proceeds from sale of marketable securities | ( | ) | ||
| Net realized / unrealized gain on marketable securities | ||||
| Foreign currency transaction adjustment | ||||
| Balance as of June 30, 2025 | $ |
Note 5 – Insurance Recovery Receivable
On July 10, 2025, the Company
received a reimbursement of $
Note 6 – Loans Receivable
On July 2, 2024, AME-HK loaned
an unrelated third party
On August 14, 2024, AME-HK
loaned an unrelated third party
On October 10, 2024,
AME-HK entered into a $
On March 27 and March 28,
2025, two additional loans of
On April 15, 2025, AME-HK
and the Facility Borrower entered into a supplementary agreement to the loan contract under which (a) AME-HK issued a new loan of $
On April 15, 2025, AME-HK and the Additional Guarantor entered into a mortgage agreement, pursuant to which the Additional Guarantor pledged an equity interest it holds as collateral for Loan 1, Loan 2, Loan 4 and Loan 5. The fair value of the equity interest as of June 30, 2025 was well in excess of the principal balance of all outstanding loans receivable.
13
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
The following is a roll forward of the Company’s loans receivable balance during the six months ended June 30, 2025:
| Balance as of January 1, 2025 | $ | |||
| Loans issued | ||||
| Foreign currency transaction adjustment | ||||
| Loans repaid | ( | ) | ||
| Balance as of June 30, 2025 | $ |
Note 7 – Land Use Rights, Net
On December 23, 2024, the
Company entered into a 40-year contract with the Natural Resources and Planning Bureau of Lingshui Li Autonomous County (“Assignor”)
for the assignment of approximately 3.2 acres of land owned by The People’s Republic of China (“PRC”). Under the terms
of the contract, the Company paid a deposit of
Land use rights are recognized at cost less accumulated amortization. According to the Chinese laws and regulations regarding land use rights, land is owned by the state. However, in accordance with the legal principle that land ownership is separate from the right to the use of the land, the government grants the user a “land use right” to use the land. The Company has the right to use the land for 40 years and amortizes the rights on a straight-line basis over that period.
The land use rights consisted of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Land use rights | $ | $ | ||||||
| Foreign currency transaction adjustment | ||||||||
| Less: accumulated amortization | ( | ) | ||||||
| Total land use rights, net | $ | $ | ||||||
Note 8 – Digital Assets
Effective January 1, 2025,
the Company adopted ASU 2023-08, which requires entities to measure crypto assets at fair value with changes recognized in the condensed
consolidated statement of operations each reporting period. The Company’s digital assets are within the scope of ASU
2023-08 and the transition guidance required a cumulative-effect adjustment as of the beginning of the fiscal year of adoption for
any difference between the carrying amount of the Company’s digital assets and fair value. As a result of the Company’s
adoption of ASU 2023-08, the Company recorded a $
The following table sets forth changes in our digital assets for the six months ended June 30, 2025:
| Balance, January 1, 2025 | $ | |||
| Cumulative effect adjustment upon adoption of ASU 2023-08 | ||||
| Change in fair value of digital assets | ( | ) | ||
| Balance, June 30, 2025 | $ |
Note 9 – Investment In Unconsolidated Affiliate
On January 27, 2025, the
Company made a $
When the Film is released, the Company will be entitled to its proportionate share of the net profits generated from the movie, including ticket, television, streaming, merchandising, licensing, and ancillary film sales. In connection with this investment, the Company was granted a right of first negotiation with respect to arrangements to host any promotional events, distribute any advertising and marketing materials and conduct promotional activities for the film involving live video gaming in one or more esports facilities owned and operated by the Company, including but not limited to, its HyperX Esports Arena in Las Vegas, Nevada.
14
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company’s investment
in Flywheel AB3 represents a
Note 10 – Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Compensation expense | $ | $ | ||||||
| Event costs | ||||||||
| Legal and professional fees | ||||||||
| Other accrued expenses | ||||||||
| Other current liabilities | ||||||||
| Accrued expenses and other current liabilities | $ | $ | ||||||
Note 11 – Loans Payable
AME-HK is party to a $
On June 28, 2024, AME-HK
borrowed
On July 23, 2024, AME-HK
borrowed an additional
On January 31, 2025, AME-HK
borrowed
On March 11, 2025, AME-HK
borrowed an additional
On March 28, 2025, AME-HK
borrowed an additional
On June 30, 2025, AME-HK
borrowed an additional
The following is a roll forward of the Company’s loans payable balance during the six months ended June 30, 2025:
| Balance as of January 1, 2025 | $ | |||
| Additional borrowings under credit facility | ||||
| Repayment of borrowings | ( | ) | ||
| Foreign currency transaction adjustment | ||||
| Balance as of June 30, 2025 | $ |
15
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
Loans payable as of June 30, 2025 consist of the following:
| Interest | Balance Outstanding as of June 30, | |||||||||
| Loan Dated | Matures | Rate | 2025 | |||||||
| July 23, 2024 | % | $ | ||||||||
| January 31, 2025 | % | |||||||||
| March 11, 2025 | % | |||||||||
| March 28, 2025 | % | |||||||||
| June 30, 2025 | % | |||||||||
| $ | ||||||||||
The
weighted average interest rate on the Company’s outstanding loans payable as of June 30, 2025 is
Note 12 – Commitments and Contingencies
Litigations, Claims, and Assessments
The Company is periodically involved in various disputes, claims, liens and litigation matters arising out of the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the outcome of these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.
Knighted Pastures, LLC
On March 7, 2024, Knighted Pastures, LLC (“Knighted”), an AGAE stockholder, filed a complaint in the Court of Chancery of the State of Delaware (the “Court”) against the Company (as a nominal defendant), the members of its Board of Directors, and certain additional defendants (the “Knighted Action”). The complaint alleged, among other things, that the members of the Company’s Board of Directors breached their fiduciary duty in connection with (1) the approval of a Share Purchase Agreement that AGAE entered into on or around December 28, 2023, (2) the approval and adoption of certain amendments to AGAE’s Bylaws on or around January 5, 2024, and (3) the approval and adoption of a rights agreement on or around February 9, 2024. The Knighted Action sought both injunctive reliefs and money damages.
On June 20, 2024, following expedited discovery and entry of resolutions by the Board of Directors addressing issues raised by the Knighted Action, the Court entered an Order granting in part the Company and Board of Directors’ motion to dismiss the Knighted Action as moot. The Court therefore cancelled the trial in the Knighted Action. The Court ordered the parties to submit further filings on Knighted’s claim for attorneys’ fees and costs and any other issues required to bring the Knighted Action to a final conclusion. On August 2, 2024, Knighted filed a motion for an attorney’s fee award based on the purported corporate benefit its case provided to the Company and its other shareholders.
On
August 28, 2024, the Court granted Knighted an attorney’s fee award of $
On November 12, 2024, Knighted filed a complaint in the Court against the Company, the members of the Board of Directors, and certain additional defendants (the “Second Knighted Action”). Knighted filed the Second Knighted Action alleging breach of fiduciary duty in connection with approving the recent strategic investment with Yellow River Capital group (“Yellow River”) and the Securities Purchase Agreement with Blue Planet New Energy Technology Ltd, an affiliate of Yellow River. The Second Knighted Action seeks both injunctive relief and money damages. The Company believes the claims in the Second Knighted Action lack merit and intends to defend against them vigorously.
On April 25, 2025, the Board of Directors approved resolutions addressing issues raised by the Second Knighted Action. On that date, the Company and the director defendants filed a motion to dismiss the complaint as moot, or in the alternative stay the action pending the outcome of the Company’s combined 2024/2025 annual meeting of stockholders. On April 29, 2025, the Court granted the motion with modifications, continued the trial without rescheduling any date, and staying the case pending the outcome of the combined 2024/2025 annual meeting of stockholders. On May 22, 2025, the Court entered an order staying the case and preserving the status quo pending the outcome of the combined 2024/2025 annual meeting of stockholders.
On June 11, 2025, the Company filed a lawsuit against Knighted Pastures, LLC, Roy Choi, Naomi Choi, and Yiu-Ting So for violations of Section 13 of the Securities Exchange Act of 1934, and failures to comply with Allied’s Bylaws by Knighted and Roy Choi. The Company filed a motion for preliminary injunction seeking certain preliminary relief to preserve the status quo. The preliminary injunction motion was heard on July 28 and, on August 1, the Court granted in part and denied in part the Company’s motion, ordering to enjoin any vote at the Company’s 2024 and 2025 Annual Meeting regarding changes to the composition of Allied’s board of directors. This case is currently pending in the U.S. District Court for the Central District of California before the Honorable Fernando L. Aenlle-Rocha.
16
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
On July 10, 2025, the Company
received a reimbursement of $
Since the Company is unable to reasonably estimate the amount of the loss, or range of loss, related to the Second Knighted Action, no accrual for this contingency has been included in the accompanying condensed consolidated financial statements.
Timothy G. Schuebel
On September 25, 2024, Timothy G. Schuebel, an AGAE stockholder, filed a complaint captioned Timothy G. Schubel v. Allied Gaming & Entertainment, Inc. et al., C.A. No. 2024-0996-JTL, seeking to represent a class of AGAE stockholders and alleging that the Shareholder Rights Plan of the Company, dated February 9, 2024 (the “Rights Plan”), contained provision(s) that were contrary to Delaware law. The Company’s board of directors is evaluating the claims related to the Rights Plan, and the Company and its board of directors’ legal rights. On May 30, 2025, the Board approved an amendment to certain provisions in Plan governing liabilities and fiduciary duties of directors under applicable Delaware law and mooting the claims. The matter is presently pending.
Since the Company is unable to reasonably estimate the amount of the loss, or range of loss, related to the Timothy G. Schuebel Action, no accrual for this contingency has been included in the accompanying condensed consolidated financial statements.
Operating Leases
The Company’s aggregate
lease expense incurred during the three months ended June 30, 2025 and 2024 amounted to $
The Company’s aggregate
operating lease expense incurred during the six months ended June 30, 2025 and 2024 amounted to $
A summary of the Company’s right-of-use assets and liabilities is as follows:
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows used in operating activities | $ | $ | ||||||
| Right-of-use assets obtained in exchange for lease obligations | ||||||||
| Operating leases | $ | $ | ||||||
| Weighted Average Remaining Lease Term (Years) | ||||||||
| Operating leases | ||||||||
| Weighted Average Discount Rate | ||||||||
| Operating leases | % | |||||||
A summary of the Company’s remaining operating lease liabilities as of June 30, 2025 is as follows:
| For the Years Ending December 31, | Amount | |||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: amount representing imputed interest | ( | ) | ||
| Present value of lease liability | ||||
| Less: current portion | ( | ) | ||
| Lease liability, non-current portion | $ | |||
Investment in Unconsolidated Affiliate
See Note 9 – Investment
In Unconsolidated Affiliate for additional information related to an additional capital contribution commitment of $
17
ALLIED GAMING &
ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
Note 13 – Stockholders’ Equity
Securities Purchase Agreement
On October 18, 2024, the Company
entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Blue Planet New Energy Technology
Limited (“Blue Planet”), pursuant to which the Company agreed to sell and issue, and Blue Planet agreed to purchase, (i)
The Securities Purchase Agreement
did not contain any voting commitment, and Blue Planet could vote its shares of common stock in its discretion for any matter requiring
a vote of the Company’s stockholders. The Warrant could not be exercised if Blue Planet, together with its affiliates, would beneficially
own more than
On April 25, 2025, the Company
and Blue Planet entered into a termination agreement pursuant to which each party agreed to terminate the Securities Purchase Agreement.
Pursuant to the termination agreement, the Company agreed to refund the $
Warrants
A summary of the warrant activity for the six months ended June 30, 2025 is presented below:
| Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Life in Years | Intrinsic Value | |||||||||||||
| Outstanding, January 1, 2025 | $ | |||||||||||||||
| Issued | ||||||||||||||||
| Reversal upon termination of securities purchase agreement | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Outstanding, June 30, 2025 | $ | $ | ||||||||||||||
| Exercisable, June 30, 2025 | $ | $ | ||||||||||||||
Note 14 – Segment Reporting
Each of the Company’s
business segments offer different, but synergistic products and services. The accounting policies of the segments are the same as those
described in the summary of significant accounting policies.
The Company’s business
consists of
| ● | Esports, provided through Allied Esports, including video game events and tournaments. |
| ● | Casual mobile gaming, provided through ZTech. |
| ● | Live concert promotion and events organizing, provided through Skyline. |
18
ALLIED GAMING & ENTERTAINMENT
INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company’s significant segment revenues and expenses for the three and six months ended June 30, 2025 and 2024 are as follows:
| For the Three Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||
| E-sports | Casual Mobile Gaming | Concerts | Corporate | Total | E-sports | Casual Mobile Gaming | Concerts | Corporate | Total | |||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||||
| In-person | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Multiplatform content | ||||||||||||||||||||||||||||||||||||||||
| Casual mobile gaming (3) | ||||||||||||||||||||||||||||||||||||||||
| Total Revenue | ||||||||||||||||||||||||||||||||||||||||
| Costs and Expenses | ||||||||||||||||||||||||||||||||||||||||
| In-person (excludes depreciation) | ||||||||||||||||||||||||||||||||||||||||
| Casual mobile gaming (excludes depreciation) | ||||||||||||||||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||||||||||||||||
| Salaries and benefits | ||||||||||||||||||||||||||||||||||||||||
| Selling and marketing expense | ||||||||||||||||||||||||||||||||||||||||
| Other expenses [1] | ||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||||||||||||||
| Research and development expense | ||||||||||||||||||||||||||||||||||||||||
| Total Expense | ||||||||||||||||||||||||||||||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| All other segment items (2) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Consolidated pre-tax net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| For the Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||||||||||||||
| E-sports | Casual Mobile Gaming | Concerts | Corporate | Total | E-sports | Casual Mobile Gaming | Concerts | Corporate | Total | |||||||||||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||||||||||||||
| In-person | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Multiplatform content | ||||||||||||||||||||||||||||||||||||||||
| Casual mobile gaming (3) | ||||||||||||||||||||||||||||||||||||||||
| Total Revenue | ||||||||||||||||||||||||||||||||||||||||
| Costs and Expenses | ||||||||||||||||||||||||||||||||||||||||
| In-person (excludes depreciation) | ||||||||||||||||||||||||||||||||||||||||
| Casual mobile gaming (excludes depreciation) | ||||||||||||||||||||||||||||||||||||||||
| Professional fees | ||||||||||||||||||||||||||||||||||||||||
| Salaries and benefits | ||||||||||||||||||||||||||||||||||||||||
| Selling and marketing expense | ||||||||||||||||||||||||||||||||||||||||
| Other expenses [1] | ||||||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||||||||||||||
| Stock based compensation | ||||||||||||||||||||||||||||||||||||||||
| Research and development expense | ||||||||||||||||||||||||||||||||||||||||
| Total Expense | ||||||||||||||||||||||||||||||||||||||||
| Segment loss | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| All other segment items (2) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Consolidated pre-tax net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||
| [1] |
| [2] |
| [3] |
19
ALLIED GAMING & ENTERTAINMENT INC. AND SUBSIDIARIES
Notes to Condensed Consolidated Financial Statements
(unaudited)
The Company’s significant segment assets as of June 30, 2025 and December 31, 2024 are as follows:
| As of June 30, 2025 | As of December 31, 2024 | |||||||||||||||||||||||||||||||||||||||
| E-sports | Casual Mobile Gaming | Concerts | Corporate | Total | E-sports | Casual Mobile Gaming | Concerts | Corporate | Total | |||||||||||||||||||||||||||||||
| Total assets for reportable segments: | ||||||||||||||||||||||||||||||||||||||||
| Goodwill and intangible assets, net | $ | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Property and equipment, net | ||||||||||||||||||||||||||||||||||||||||
| Other segment assets (1) | ||||||||||||||||||||||||||||||||||||||||
| Total consolidated assets | $ | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| [1] |
The Company’s assets by geographic location are as follows:
| As of | ||||||||
| June 30, 2025 | December 31, 2024 | |||||||
| Total assets by geographic location: | ||||||||
| United States | $ | $ | ||||||
| China | ||||||||
| Total consolidated assets | $ | $ | ||||||
The Company’s disaggregated revenues by geographic location for the three and six months ended June 30, 2025 and 2024 are as follows:
| For the Three months Ended | For the Six months Ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Total revenues by geographic location: | ||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| China | ||||||||||||||||
| Total consolidated revenues | $ | $ | $ | $ | ||||||||||||
20
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary Statements
The following discussion and analysis of the results of operations and financial condition of Allied Gaming & Entertainment Inc. (the “Company”) as of June 30, 2025 and for the three and six months ended June 30, 2025 and 2024 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, 2024, which are included in the Form 10-K (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on June 9, 2025. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the Company and its subsidiaries. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” in our Annual Report, and other factors that we may not know. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements above, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.
The Company
Allied Gaming and Entertainment Inc., along with its subsidiaries (“Allied” or the “Company”) is a global experiential entertainment company focused on providing a growing audience of gamers with unique experiences through renowned assets, products, and services. The Company offers a variety of esports, gaming-and entertainment content and services through its three subsidiaries, Allied Esports International (“AEI”), Allied Mobile Entertainment and Allied Experiential Entertainment, including world class tournaments, live and virtual entertainment and gaming events, and original programming to continuously nurture vibrant communities primarily comprising Gen Y, Z, and Alpha consumers.
Under AEI we operate global competitive esports properties designed to connect players and fans via a network of connected arenas and creation of original esports content. AEI owns and operates HyperX Arena Las Vegas, one of the world’s most recognized esports and entertainment events facilities, one mobile arena-Allied Esports Omen Truck, and an original content studio which creates and produces proprietary content series to serve brand activation and promotion, fans and community engagement.
Allied Mobile Entertainment (“AME”) is dedicated to exploring opportunities in the massive and growing mobile games markets. AME’s ownership of a 40% equity interest in Beijing Lianzhong Zhihe Technology Co. Ltd, a prominent mobile games developer and operator who is engaged in the development and distribution of casual mobile games in Mainland China, solidifies our presence in this lucrative sector.
Allied Experiential Entertainment (“AEE”) focuses on orchestrating live entertainment events and offers management and consultation service to experiential entertainment venue operations. In January 2025, AEE made a strategic investment by acquiring a minority interest stake in a partnership engaged in the production and distribution of an animated film. The Angry Birds Movie 3, which will allow us to potentially receive profits generated by the movie after it is released. This initiative underscores Allied’s commitment to investing in iconic intellectual properties with broad, cross-generational appeal and multi-platform potential; supporting the Company’s growth strategy and expanding its global audience reach.
Allied’s in-person experiences include live events hosted at its flagship arena, HyperX Arena Las Vegas, an affiliate arena with one of its global network of esports arena partners, and its mobile arenas. Allied’s multiplatform content includes its partnerships with live streamers, post-produced episodic content, and short-form repackaged content. Allied’s casual mobile gaming includes contractual relationships with various advertising service providers for advertisements within the Company’s casual mobile games.
Our growth depends, in part, on our ability to adapt to technological advancements, shifts in gamer trends and demands, introductions of new games, evolving intellectual property practices among game publishers, the fusion of gaming and music and industry standards and practices. While change in this industry may be inevitable, we are committed to flexibly adjusting our business model as necessary to accommodate such shifts and maintain a leading position among our competitors.
In December 2022, we expanded our business plans to include a broader array of entertainment and gaming products and services, pursuant to which we will continue to pursue various acquisitions, joint ventures, and other such strategic opportunities. Our business plan requires significant capital expenditures, and we expect our operating expenses to increase as we continue to expand our marketing efforts and operations in existing and new geographies as well as new vertical markets (including live influencer events, top artist events and concerts, experiential entertainment, casual mobile gaming, live streaming platforms and channels, interactive content monetization, and online esports tournament and gaming subscription platforms), which we believe will provide attractive returns on investment.
21
Corporate Developments
Termination of Securities Purchase Agreement
On April 25, 2025, the Company and Blue Planet each agreed to terminate the Securities Purchase Agreement dated October 18, 2024, pursuant to which the Company had sold to Blue Planet (i) 6,000,000 shares of common stock of the Company and (ii) a corresponding warrant to purchase up to 6,000,000 shares of common stock at an exercise price of $1.80 per share, for an aggregate purchase price of $6,600,000. Pursuant to the termination agreement, the Company agreed to (1) refund the $6,600,000 purchase price, (2) Blue Planet transferred back to the Company all of the shares of common stock and warrants to purchase shares of common stock that had been issued in connection with the Securities Purchase Agreement and (3) cancel the corresponding warrant to purchase up to 6,000,000 shares of common stock.
Noncompliance with Nasdaq Listing Rules
On June 18, 2025, the Company received a notice from the Staff of Nasdaq indicating that, based on the Company’s non-compliance with Listing Rule 5620(a), which requires the Company to hold 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 requested an appeal to a Nasdaq Hearings Panel (the “Panel”) by June 25, 2025. On June 25, 2025, the Company submitted to the Staff a Request for Additional Stay, requesting a further stay of any suspension action pending the conclusion of the hearing process. Also on June 25, 2025, the Company received from the Staff a letter providing formal notice that the Panel will consider the Company’s appeal at an oral hearing. The hearing was held on July 31, 2025 and the Panel’s decision is currently pending.
The Company held its Annual Meeting on August 4, 2025, and the results of the Annual Meeting were disclosed on our Current Form 8-K filed with the SEC on August 7, 2025.
Recent Developments
Chief Executive Officer Transition
On June 24, 2025, the Board of Directors (the “Board”) accepted the resignation of Ms. Yinghua Chen as Chief Executive Officer of the Company. Ms. Chen will continue to serve the Company in a senior strategic capacity as the Chief Executive Officer of the Company’s wholly owned subsidiary, AEI where Ms. Chen will focus on advancing AEI’s unique content strategy, including the development and integration of global animation intellectual property and gaming assets. In addition, on June 24, 2025, the Board appointed Mr. Yangyang (James) Li as Chief Executive Officer of the Company, effective immediately. Mr. Li will continue to serve as President and Chairman of the Board.
Other
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. This legislation includes changes to U.S. federal tax law, which may be subject to further clarification and the issuance of interpretive guidance. We are currently assessing the legislation and its effect on our consolidated financial statements.
Results of Operations
Our operations consist of our esports gaming operations, casual mobile games and live entertainment events organizing. Our esports gaming operations take place at global competitive esports properties designed to connect players and fans via a network of connected arenas. Through our subsidiaries, we offer esports fans state-of-the-art facilities to compete against other players in esports competitions, host live events with esports superstars that potentially stream to millions of viewers worldwide and produce and distribute esports content at our on-site production facilities and studios. At our flagship arena in Las Vegas, Nevada, we provide an attractive facility for hosting a diverse range of events, including corporate events, tournaments, game launches, and brand activation. Furthermore, we boast a mobile esports arena, an 18-wheel semi-trailer, which seamlessly transforms into a top-tier esports arena and competition stage or a dynamic live show arena complete with full content production capabilities and an interactive talent studio.
22
Results of Operations for the Three Months Ended June 30, 2025 and 2024
| For the Three Months Ended | ||||||||||||
| June 30, | Favorable | |||||||||||
| (in thousands) | 2025 | 2024 | (Unfavorable) | |||||||||
| Revenues: | ||||||||||||
| In-person | $ | 1,161 | $ | 917 | $ | 244 | ||||||
| Casual mobile gaming | 758 | 1,723 | (965 | ) | ||||||||
| Total Revenues | 1,919 | 2,640 | (721 | ) | ||||||||
| Costs and Expenses: | ||||||||||||
| In-person (exclusive of depreciation and amortization) | 618 | 502 | (116 | ) | ||||||||
| Casual mobile gaming (exclusive of depreciation and amortization) | 736 | 1,561 | 825 | |||||||||
| Research and development expenses | 167 | 174 | 7 | |||||||||
| Selling and marketing expenses | 82 | 54 | (28 | ) | ||||||||
| General and administrative expenses | 6,032 | 5,236 | (796 | ) | ||||||||
| Depreciation and amortization | 376 | 403 | 27 | |||||||||
| Total Costs and Expenses | 8,011 | 7,930 | (81 | ) | ||||||||
| Loss From Operations | (6,092 | ) | (5,290 | ) | (802 | ) | ||||||
| Other (Expense) Income: | ||||||||||||
| Other (expense) income, net | (56 | ) | 14 | (70 | ) | |||||||
| Realized gain on investment in money market fund | 20 | - | 20 | |||||||||
| Gain on investment in marketable securities | 788 | - | 788 | |||||||||
| (Loss) gain on foreign currency transactions, net | (536 | ) | 351 | (887 | ) | |||||||
| Change in fair value of digital assets | 28 | - | 28 | |||||||||
| Interest income, net | 1,014 | 1,042 | (28 | ) | ||||||||
| Pre-Tax Loss | (4,834 | ) | (3,883 | ) | (951 | ) | ||||||
| Income tax benefit | - | - | - | |||||||||
| Net Loss | $ | (4,834 | ) | $ | (3,883 | ) | $ | (951 | ) | |||
Revenues
In-person experience revenues increased by approximately $0.2 million, or 27%, to approximately $1.2 million for the three months ended June 30, 2025 from approximately $0.9 million for the three months ended June 30, 2024. The increase in in-person revenues resulted from higher revenue generated from arena events, including both the quantity of events and the average revenue per event.
Casual mobile gaming revenue was $0.8 million for the three months ended June 30, 2025 and $1.7 million for the three months ended June 30, 2024, respectively. The decrease in casual mobile games revenue was primarily due to the contraction of the online card game market as well as increasing competition from new mobile game developers.
Costs and expenses
In-person costs (exclusive of depreciation and amortization) increased by approximately $0.1 million, or 23%, to approximately $0.6 million for the three months ended June 30, 2025 from approximately $0.5 million for the three months ended June 30, 2024. The increase is the result of the costs associated with the quantity of events held at the arena during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.
Casual mobile gaming costs (exclusive of depreciation and amortization) were $0.7 million for the three months ended June 30, 2025 and $1.6 million for the three months ended June 30, 2024, respectively, resulting from a decrease in user incentive and user acquisition costs associated with the decline in revenues during the period.
Research and development expenses were $167 thousand and $174 thousand for the three months ended June 30, 2025 and 2024, respectively. Research and development expenses consist principally of costs related to the development of new casual mobile games for ZTech.
Selling and marketing expenses increased by approximately $28 thousand, or 52%, to approximately $82 thousand for the three months ended June 30, 2025 from approximately $54 thousand for the three months ended June 30, 2024.
General and administrative expenses increased by approximately $0.8 million, or 15%, to approximately $6.0 million for the three months ended June 30, 2025, from approximately $5.2 million for the three months ended June 30, 2024. The increase in general and administrative expenses resulted primarily from a $1.5 million increase in legal and professional fees incurred in connection with complaints filed by a dissident stockholder along with a proxy contest between the Company and such stockholder, a $0.2 million increase in audit and tax fees, as well as a $0.4 million increase in salaries and other G&A costs related to two new subsidiaries (BLT and ACD). This increase was partially offset by a $1.3 million decrease in legal and professional fees resulting from an insurance reimbursement for costs incurred in connection with the shareholder complaints.
Depreciation and amortization decreased by approximately $27 thousand, or 7%, to approximately $376 thousand for the three months ended June 30, 2025, from approximately $403 thousand for the three months ended June 30, 2024. The decrease was mainly due to the impairment of software licenses at December 31, 2024.
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Other (expense) income, net
We recognized other non-operating expense, net, of approximately $56 thousand during the three months ended June 30, 2025, compared to $14 thousand of other income, net, recorded for the three months ended June 30, 2024, representing an increase in other expense, net of $70 thousand. The increase is primarily attributable to a loss recognized on the sale of treasury bonds.
Realized gain on investment in money market fund
We realized a gain on an investment in a money market fund of $20 thousand for the three months ended June 30, 2025, resulting from a change in the fair value of the money market funds between the purchase date and June 30, 2025. There were no investments in money market funds for the three months ended June 30, 2024.
Gain on investment in marketable securities
The Company recognized a gain of $0.8 million on its investments in marketable securities during the three months ended June 30, 2025, due to the change in fair value of the marketable securities during the period. There were no investments in marketable securities for the three months ended June 30, 2024.
(Loss) gain on foreign currency transactions, net
The loss on foreign currency transactions was approximately $0.5 million for the three months ended June 30, 2025 compared to a $0.4 million gain for the three months ended June 30, 2024. The increase in loss is a result of changes in the exchange rate of the Japanese Yen to United States Dollar between the dates certain loans payable were borrowed, the dates certain loans receivable were issued, and the dates certain equity linked notes, bond linked notes, FX linked notes and foreign securities were purchased and the June 30, 2025 and 2024 remeasurement date.
Change in fair value of digital assets
The increase in the fair value of digital assets was approximately $28 thousand and $0 for the three months ended June 30, 2025 and 2024, respectively. We adopted ASU 2023-08 on January 1, 2025, which requires entities to measure crypto assets at fair value. The increase in fair value is a result of the increase in the fair value of Ethereum from March 31, 2025.
Interest income, net
Interest income, net, was approximately $1.0 million for the three months ended June 30, 2025 and 2024. Interest income is a result of interest earned on fixed term deposits and equity, bond, and FX linked notes, as well as interest earned on loans receivable during the period.
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Results of Operations for the Six Months Ended June 30, 2025 and 2024
| For the Six Months Ended | ||||||||||||
| June 30, | Favorable | |||||||||||
| (in thousands) | 2025 | 2024 | (Unfavorable) | |||||||||
| Revenues: | ||||||||||||
| In-person | $ | 2,818 | $ | 2,173 | $ | 645 | ||||||
| Casual mobile gaming | 1,377 | 2,846 | (1,469 | ) | ||||||||
| Total Revenues | 4,195 | 5,019 | (824 | ) | ||||||||
| Costs and Expenses: | ||||||||||||
| In-person (exclusive of depreciation and amortization) | 1,478 | 1,138 | (340 | ) | ||||||||
| Casual mobile gaming (exclusive of depreciation and amortization) | 1,319 | 2,498 | 1,179 | |||||||||
| Research and development expenses | 348 | 369 | 21 | |||||||||
| Selling and marketing expenses | 122 | 108 | (14 | ) | ||||||||
| General and administrative expenses | 11,513 | 8,092 | (3,421 | ) | ||||||||
| Depreciation and amortization | 759 | 780 | 21 | |||||||||
| Total Costs and Expenses | 15,539 | 12,985 | (2,554 | ) | ||||||||
| Loss From Operations | (11,344 | ) | (7,966 | ) | (3,378 | ) | ||||||
| Other (Expense) Income: | ||||||||||||
| Other (expense) income, net | (32 | ) | 1 | (33 | ) | |||||||
| Realized gain on investment in money market fund | 386 | - | 386 | |||||||||
| Gain on investment in marketable securities | 513 | - | 513 | |||||||||
| (Loss) gain on foreign currency transactions, net | (1,101 | ) | 351 | (1,452 | ) | |||||||
| Change in fair value of digital assets | (35 | ) | - | (35 | ) | |||||||
| Interest income, net | 1,879 | 1,902 | (23 | ) | ||||||||
| Pre-Tax Loss | (9,734 | ) | (5,712 | ) | (4,022 | ) | ||||||
| Income tax benefit | - | - | - | |||||||||
| Net Loss | $ | (9,734 | ) | $ | (5,712 | ) | $ | (4,022 | ) | |||
In-person experience revenues increased by approximately $0.6 million, or 30%, to approximately $2.8 million for the six months ended June 30, 2025 from approximately $2.2 million for the six months ended June 30, 2024. The increase in in-person revenues resulted from higher revenue generated from arena events, including both the quantity of events and the average revenue per event.
Casual mobile gaming revenue was $1.4 million for the six months ended June 30, 2025 and $2.8 million for the six months ended June 30, 2024, respectively. The decrease in casual mobile games revenue was primarily due to the contraction of the online card game market as well as increasing competition from new mobile game developers.
Costs and expenses
In-person costs (exclusive of depreciation and amortization) increased by approximately $0.3 million, or 30%, to approximately $1.5 million for the six months ended June 30, 2025 from approximately $1.1 million for the six months ended June 30, 2024. The increase is the result of the costs associated with third party events at the arena held during the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Casual mobile gaming costs (exclusive of depreciation and amortization) were $1.3 million for the six months ended June 30, 2025 and $2.5 million for the six months ended June 30, 2024, respectively, resulting from a decrease in user incentive, user acquisition and other associated with the decline in revenues.
Research and development expenses were $348 thousand and $369 thousand for the six months ended June 30, 2025 and 2024, respectively. Research and development expenses consist principally of costs related to the development of new casual mobile games for ZTech.
Selling and marketing expenses increased by approximately $14 thousand, or 13%, to approximately $122 thousand for the six months ended June 30, 2025 from approximately $108 thousand for the six months ended June 30, 2024.
General and administrative expenses increased by approximately $3.4 million, or 42%, to approximately $11.5 million for the six months ended June 30, 2025, from approximately $8.1 million for the six months ended June 30, 2024. The increase in general and administrative expenses resulted primarily from a $3.8 million increase in legal and other professional fees incurred in connection with complaints filed by a dissident stockholder along with a proxy contest between the Company and such stockholder, a $0.2 million increase in audit and tax fees, a $0.1 million increase in salaries due to the hiring of Mr. Li as new President of the Company in April of 2024, a $0.8 million increase in salaries and other G&A costs related to two new subsidiaries (BLT and ACD), as well as a $0.1 million increase in directors’ and officers’ insurance costs. These increases were partially offset by a $1.3 million decrease in legal and professional fees resulting from an insurance reimbursement for costs incurred in connection with the second shareholder complaint and a decrease in stock-based compensation of $0.3 million due to restricted share awards granted on February 22, 2024 in which a portion immediately vested.
Depreciation and amortization decreased by approximately $21 thousand, or 3%, to approximately $0.8 million for the six months ended June 30, 2025, from approximately $0.8 million for the six months ended June 30, 2024. The decrease was mainly due to the impairment of software licenses at December 31, 2024.
25
Other (expense) income, net
We recognized other non-operating expense, net, of approximately $32 thousand during the six months ended June 30, 2025, compared to $1 thousand of other income, net, recorded for the six months ended June 30, 2024, representing an increase in other expense, net of $33 thousand. The increase is primarily attributable to a loss recognized on the sale of treasury bonds minus a gain recorded on the sale of marketable securities.
Realized gain on investment in money market fund
We realized a gain on an investment in a money market fund of $0.4 million for the six months ended June 30, 2025, resulting from the change in the fair value of the money market funds between the purchase date and June 30, 2025. There were no investments in money market funds for the six months ended June 30, 2024.
Gain on investment in marketable securities
The Company recognized a gain of $0.5 million on its investments in marketable securities during the six months ended June 30, 2025, due to the change in the fair value of the marketable securities during the period. There were no investments in marketable securities for the six months ended June 30, 2024.
(Loss) gain on foreign currency transactions, net
The loss on foreign currency transactions was approximately $1.1 million for the six months ended June 30, 2025 compared to a $0.4 million gain for the six months ended June 30, 2024. The increase in loss is a result of changes in the exchange rate of the Japanese Yen to United States Dollar between the dates certain loans payable were borrowed, the dates certain loans receivable were issued, and the dates certain equity linked notes, bond linked notes, ETF linked notes and foreign securities were purchased and the June 30, 2025 and 2024 remeasurement date.
Change in fair value of digital assets
The decrease in the fair value of digital assets was approximately $35 thousand and $0 for the six months ended June 30, 2025 and 2024, respectively. We adopted ASU 2023-08 on January 1, 2025, which requires entities to measure crypto assets at fair value. The decrease in fair value is a result of the decrease in the fair value of Ethereum from the date of adoption.
Interest income, net
Interest income, net, was approximately $1.9 million for both the six months ended June 30, 2025 and 2024. Interest income is a result of the interest earned on fixed term deposits and equity, bond, and ETF linked notes, as well as interest earned on loans receivable during the period.
Liquidity and Capital Resources
The following table summarizes our total current assets, current liabilities and working capital at June 30, 2025 and December 31, 2024, respectively:
| June 30, | December 31, | |||||||
| (in thousands) | 2025 | 2024 | ||||||
| Current Assets | $ | 87,529 | $ | 94,746 | ||||
| Current Liabilities | $ | 42,654 | $ | 30,478 | ||||
| Working Capital Surplus | $ | 44,875 | $ | 64,268 | ||||
Our primary sources of liquidity and capital resources have been cash from operations, cash and short-term investments on the balance sheet, including the funds received through the sale of World Poker Tour, and interest income from loan facilities that we provide to certain qualified borrowers.
As of June 30, 2025, we had cash and cash equivalents of approximately $23.1 million (not including $33.9 million of short-term investments and $3.0 million of marketable securities) and working capital of approximately $44.9 million.
Cash requirements for our current liabilities include approximately $36.0 million for loans payable, approximately $4.9 million in the aggregate for accounts payable and accrued expenses, and approximately $1.6 million for the current portion of an operating lease liability. Cash requirements for non-current liabilities include approximately $3.2 million for the non-current portion of an operating lease liability. The Company intends to meet these cash requirements from its current cash, short-term investments, and marketable securities balances.
26
Cash Flows from Operating, Investing and Financing Activities
The table below summarizes cash flows for the six months ended June 30, 2025 and 2024:
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| (in thousands) | 2025 | 2024 | ||||||
| Net cash provided by (used in): | ||||||||
| Operating activities | $ | (3,074 | ) | $ | (4,539 | ) | ||
| Investing activities | $ | (34,087 | ) | $ | 1,687 | |||
| Financing activities | $ | 956 | $ | 19,846 | ||||
Net Cash Used in Operating Activities
Net cash used in operating activities for the six months ended June 30, 2025 and 2024 was approximately $3.1 million and $4.5 million, respectively, representing decreased usage of cash of $1.5 million. During the six months ended June 30, 2025 and 2024, the net cash used in operating activities was primarily attributable to the net loss of approximately $9.7 million and $5.7 million, respectively, adjusted for approximately $2.8 million and $2.0 million, respectively, of net non-cash expenses, and approximately $3.9 million and ($0.8 million), respectively, of cash generated by or (used to fund) changes in the levels of operating assets and liabilities.
Net Cash (Used in) Provided by Investing Activities
Net cash used in investing activities for the six months ended June 30, 2025 was approximately $34.1 million, which consisted of $127.5 million used for the purchase of short-term investments, $10.6 million used for loans receivable, $1.7 million used for the purchase of land use rights, and $2.5 million used for the investments in unconsolidated affiliate, partially offset by $102.4 million in proceeds from the maturing of short-term investments, $4.5 million from proceeds from repayment of short-term loans, and $1.2 million from proceeds from the sale of marketable securities.
Net cash provided by investing activities for the six months ended June 30, 2024 was approximately $1.7 million, which consisted of approximately $41.6 million in proceeds from the maturing of short-term investments, partially offset by approximately $39.9 million used for the purchase of short-term investments.
Net Cash Provided By Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2025 was approximately $1.0 million compared to approximately $19.8 million of net cash provided by financing activities during the six months ended June 30, 2024. Net cash provided by financing activities during the six months ended June 30, 2025 represented proceeds from a short-term loan of $30.2 million, which is partially offset by a repayment of short-term loans of $22.7 million and payment upon cancellation of common stock previously issued of $6.6 million,
Net cash provided by financing activities for the six months ended June 30, 2024 was approximately $19.8 million. Net cash provided by financing activities during the six months ended June 30, 2024 represented proceeds from a short-term loan of approximately $19.8 million and proceeds from the issuance of common stock in a share purchase agreement of $2.0 million, offset by the $2.0 million return of proceeds upon cancellation of common stock previously issued.
Off-Balance Sheet Arrangements
There are no off-balance sheet arrangements between us and any other entity that have, or are reasonably likely to have, a current or future effect on financial conditions, changes in financial conditions, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.
Critical Accounting Estimates
We prepare our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. We consider accounting for income taxes, impairment of long-lived assets, and impairment of goodwill to be critical accounting estimates. There are other items within our financial statements that require estimation but are not deemed critical, as defined above.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
Effectiveness of Disclosure Controls and Procedures
Our management, under the direction of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2025. Based on this evaluation our management, including the Company’s Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025 to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.
Inherent Limitations on Effectiveness of Controls
Even assuming the effectiveness of our controls and procedures, our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all error or all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. In general, our controls and procedures are designed to provide reasonable assurance that our control system’s objective will be met, and our principal executive officer and principal financial officer has concluded that our disclosure controls and procedures are effective at the reasonable assurance level. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of the effectiveness of controls in future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
Changes in Internal Control Over Financial Reporting
During the quarter ended June 30, 2025, there were no changes in our internal control over financial reporting that have affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We may be subject to litigation from stockholders, suppliers and other third parties from time to time. Such litigation may have an adverse impact on our business and results of operations or may cause disruptions to our operations. As discussed in more detail below, Knighted Pastures, LLC (“Knighted”) recently filed a complaint against, among other defendants, us and the members of our Board of Directors. We expect to incur additional costs to defend such litigation which may cause our management to divert attention and resources from our business operations. In addition, the complaint states that Knighted seeks to nominate directors to AGAE’s Board and effect certain changes with respect to the business and management of AGAE. In the event directors nominated by Knighted are elected to our board of directors, such directors may disagree with the strategic directions of the Company or otherwise take actions that may adversely affect the interest of our shareholders.
Knighted Pastures, LLC
On March 7, 2024, Knighted Pastures, LLC (“Knighted”), an AGAE stockholder, filed a complaint captioned Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-0222 in the Court of Chancery of the State of Delaware against us, the members of our Board of Directors, and certain additional defendants (the “Knighted Action”). The complaint alleged, among other things, that the members of our Board of Directors breached their fiduciary duty in connection with (1) the approval of a Share Purchase Agreement that AGAE entered into on or around December 28, 2023, (2) the approval and adoption of certain amendments to AGAE’s Bylaws on or around January 5, 2024, and (3) the approval and adoption of a rights agreement on or around February 8, 2024. On June 15, 2024, the Company’s board of directors approved resolutions providing Amendment of Bylaws, Exemption to Shareholders Rights Plan, Election of Class B Directors, Proxy for Restricted Stock Awards, Waiver of Advance Notice Provision in Bylaws, Determination of Annual Meeting Date and Authority to Modify Resolutions. On June 17, 2024, the directors filed a motion to dismiss the complaint as moot based on the board of directors’ approval of the foregoing resolutions. On October 10, 2024, the Court issued an order closing the case.
On November 12, 2024, Knighted filed a complaint captioned Knighted Pastures, LLC v. Yangyang Li, et al., C.A. No. 2024-1158-JTL in the Court of Chancery of the State of Delaware, naming the Company’s board of directors and certain third parties concerning the board of directors’ approval of the transaction with Blue Planet New Technology, Ltd., an affiliate of Yellow River. The complaint alleges that the board of directors breached its fiduciary duties by approving the transaction which Knighted alleges served to disenfranchise Knighted’s stockholder rights. On April 25, 2025, the board of directors approved resolutions to rescind the transaction with Blue Planet New Technologies, Ltd., acknowledge and accept the resignation of Zongmin Ding from the board, effective April 25, 2025, determine to hold a combined annual meeting for 2024 and 2025 within 120 days from the date the Court enters dismissal or otherwise stays the lawsuit, and resolve that until the occurrence of the 2024 and 2025 combined annual meeting, the Company shall not: (i) take any action that would result in changes to the size of Board; (ii) modify the Company’s Bylaws or Certificate of Incorporation; (iii) modify the Company’s charters for its audit, compensation, and nominating and corporate governance committees; (iv) modify the Company’s code of business conduct and ethics; (v) take any action to invalidate Plaintiff’s nomination of Roy Choi, Walter Ivey Delph III, and Jennifer van Dijk to the Board in opposition to the Company’s three directors that are up for election at the 2024 annual meeting; and (vi) enter into any transaction that would result in the issuance of equity in the Company to any third party, provided, however, that the foregoing shall not apply to any matter that is subject to a stockholder vote and does not take effect until the requisite stockholder approval is obtained. The same day, director defendants filed a motion to dismiss the complaint as moot, or in the alternative stay the action pending the outcome of the combined 2024/2025 annual meeting. On April 29, 2025, the Court granted the motion with modifications. On May 22, 2025, the Court entered an order staying the case and preserving the status quo pending the outcome of the combined 2024/2025 annual meeting of stockholders scheduled to be held on August 4, 2025.
On June 11, 2025, the Company filed a lawsuit against Knighted Pastures, LLC, Roy Choi, Naomi Choi, and Yiu-Ting So for violations of Section 13 of the Securities Exchange Act of 1934, and failures to comply with Allied’s Bylaws by Knighted and Roy Choi. The Company filed a motion for preliminary injunction seeking certain preliminary relief to preserve the status quo. The preliminary injunction motion was heard on July 28 and, on August 1, the Court granted in part and denied in part the Company’s motion, ordering to enjoin any vote at the Company’s 2024 and 2025 Annual Meeting regarding changes to the composition of Allied’s board of directors. This case is currently pending in the U.S. District Court for the Central District of California before the Honorable Fernando L. Aenlle-Rocha.
Timothy G. Schuebel
On September 25, 2024, Timothy G. Schubel, an AGAE stockholder, filed a complaint captioned Timothy G. Schubel v. Allied Gaming & Entertainment, Inc. et al., C.A. No. 2024-0996-JTL, seeking to represent a class of AGAE stockholders and alleging that the Shareholder Rights Plan of the Company, dated February 9, 2024 (the “Rights Plan”), contained provision(s) that were contrary to Delaware law. The Company’s board of directors is evaluating the claims related to the Rights Plan, and the Company and its board of directors’ legal rights. On May 30, 2025, the Board approved an amendment to certain provisions in Shareholder Rights Plan governing liabilities and fiduciary duties of directors under applicable Delaware law and mooting the claims. The matter is presently pending.
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ITEM 1A. RISK FACTORS.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in the “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2024 and our other public filings, which could materially affect our business, financial condition or future results. Except as listed below, there have been no material changes from risk factors previously disclosed in “Risk Factors” in such Form 10-K in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on June 9, 2025.
We are currently not in compliance with Nasdaq’s continued listing requirements. Failure to regain compliance with Nasdaq’s listing requirements could result in delisting and adversely affect our stock price, liquidity and ability to raise capital.
Our continued eligibility for listing on Nasdaq depends on our ability to comply with Nasdaq’s continued listing requirements. Continued listing of a security on Nasdaq is conditioned upon compliance with various continued listing standards.
On June 18, 2025, the Company received a notice from the Staff of Nasdaq indicating that, based on the Company's non-compliance with Listing Rule 5620(a), which requires the Company to hold an annual meeting of shareholders within twelve months of the end of the Company's fiscal year end, in addition to the Company's non-compliance with Listing Rule 5250(c)(1) with respect to its Form 10-Q, the Staff determined to initiate procedures to delist the Company's securities unless the Company requested an appeal the Panel by June 25, 2025. On June 25, 2025, the Company submitted to the Staff a Request for Additional Stay, requesting a further stay of any suspension action pending the conclusion of the hearing process. Also on June 25, 2025, the Company received from the Staff a letter providing formal notice that the Panel will consider the Company's appeal at an oral hearing. The hearing was held on July 31, 2025, and the Panel’s decision is pending. In the event that the Panel issues an unfavorable decision against the Company, the Company’s stock may be delisted from NASDAQ.
If Nasdaq delists the Company’s common stock from trading on its exchange for failure to meet the requirements for continued listing or any other listing standards, we and our stockholders could face significant material adverse consequences including:
| ● | a limited availability of market quotations for our securities; |
| ● | a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock; |
| ● | a limited amount of analyst coverage; and |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
We have been subject to aggressive and malicious proxy contest and related shareholder litigations by Knighted Pastures, which has caused us to incur significant legal expenses and impaired our business strategy.
As discussed in more detail in Item 3, “Legal Proceeding” below, the Company and its Board are subject to litigation involving one of its major stockholders, Knighted Pastures, LLC (“Knighted Pastures”), and its managing member. As we have disclosed in various filings with the SEC, the Company believes that Knighted Pastures is employing litigation tactics and stockholder activism to obtain control of the Company’s Board without paying a control premium. Knighted Pastures has indicated it intends to seek representation on the Company’s Board and to seek the removal for cause of certain additional directors. On October 27, 2024, the Company offered Knighted Pasture’s managing member a seat on the Company’s Board. On October 31, 2024, Knighted Pastures refused the proposal and demanded four seats on the Company’s Board. As described further herein, on November 12, 2024, Knighted Pastures filed a lawsuit challenging the Company’s strategic partnership and equity investment with an affiliate of Yellow River. The Company and its Board believe the lawsuit is entirely without merit and is defending against the claims vigorously.
In addition, at the combined 2024/2025 annual meeting of stockholders (the “Combined Annual Meeting”), Knighted Pastures nominated three directors for election to our board of directors, which has resulted in the Company’s incurrence of unexpected costs and a diversion of time and resources. The Knighted Pastures director nominees are inexperienced in working with an experimental entertainment company. Responding to the proxy contest and related litigatory actions has been costly and time-consuming, and has disrupted the Company’s operations and diverted the attention of our Board of Directors, management and employees.
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To date we have incurred significant legal fees with respect to the Knighted Pastures stockholder litigation and related proxy contest, as well as fees incurred pursuing good faith negotiations with Knighted Pastures, which has, and may continue to, negatively impacted our financial performance. In addition, in the event we are unsuccessful and directors nominated by Knighted Pastures are elected to our board of director, such directors may disagree with the strategic directions of the Company or otherwise take actions that may adversely affect the interest of our stockholders. Further, continued and persistent shareholder activism may result in reputational harm to us, loss of customers, decreased strategic partner engagement, or other adverse impacts to our business.
In connection with our complaint against Knights Pastures regarding its beneficial ownership filings with the SEC (the “Rule 13D Action”), on August 1, 2025, the United States District Court for the Central District of California (the “Court”) issued an order that the Combined Annual Meeting not be postponed and enjoining Allied and Knighted Pastures from conducting any vote regarding changes to the composition of our Board of Directors at the Combined Annual Meeting. As such, the Annual Meeting was held as planned on August 4, 2025, but no vote was taken on any of the Company’s or Knighted’s director nominees or Knighted’s proposal to remove our director from the board of directors. While we have maintained control over our Board of Directors after the Annual Meeting, we expect Knighted Pasture to continue its aggressive tactics to gain control of the Company, either by additional litigations or engagement of proxy contests in the future. Furthermore, we cannot predict how the Court will ultimately decide with respect to the Rule 13D Action, and any adverse judgment may cause us to lose control of our Board of Directors, which will seriously impair our business operation, financial conditions and price of our stock.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Recent Sales of Unregistered Securities
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
10b5-1 Arrangements
To the best of the Company’s
knowledge during the fiscal quarter ended June 30, 2025, no director or officer (as defined in Rule 16a-1(f) of the Securities Exchange
Act) of the Company
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ITEM 6. EXHIBITS.
| * | Filed herewith |
| ** | Furnished herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ALLIED GAMING & ENTERTAINMENT INC. | ||
| Dated: August 14, 2025 | By: | /s/ Yangyang Li |
| Yangyang Li, President and Chief Executive Officer (Principal Executive Officer) | ||
| Dated: August 14, 2025 | By: | /s/ Roy Anderson |
| Roy Anderson, Chief Financial Officer (Principal Financial Officer) | ||
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