Allied Addresses Impact of Short Selling and Speculative Trading
The company said, "The Company has observed unusually elevated levels of short-selling and speculative trading activity in recent periods, resulting in a share price that management believes has diverged materially from Allied's asset base and intrinsic value. To ensure transparency and avoid market misinterpretation, the Board of Directors and management issue the following update. As disclosed in the Company's most recent Form 10-Q for the quarter ended September 30, 2025: Total assets exceed $106.7M; Cash, cash equivalents and short-term investments total approximately $53.8M; Shareholders' equity is approximately $56.9M; By contrast, the Company's current market capitalization of approximately $14M represents: Roughly 25% of its net asset value; and Less than 30% of the value of its cash and short-term investments This valuation disparity highlights a disconnect between trading behavior and underlying fundamentals, which management believes is largely influenced by short-term transactional dynamics rather than long-term business performance. Some investors may have noted higher operating expenses during the reporting period. To clarify: 1.The increase primarily reflects costs associated with a prolonged shareholder control dispute, 2.Which is exceptional and non-recurring, and 3.Does not reflect deterioration in operating capability. Despite this external pressure, management has: Continued optimizing its cost structure; Improved efficiency of strategic capital deployment; and Maintained stable operational progress. Additionally, through disciplined asset management, the Company generated more than US$3.5 million in interest and investment income during the first nine months, demonstrating a resilient financial foundation capable of supporting growth initiatives. The Company remains focused on: Expanding higher-margin experiential and live entertainment businesses; Advancing monetization models and digital-first initiatives; Pursuing selective, synergistic investment opportunities. With liquidity of over $53M, management believes it is well positioned to execute its growth strategy without operational pressure from short-term market fluctuations. Short-selling and market volatility frequently reflect emotional short-term trading behavior. Accordingly, the Company advises shareholders and investors to: Exercise caution toward unverified commentary or rumors; Evaluate Allied based on official disclosures, asset strength, and strategic direction; Focus on long-term value rather than short-term price movement."
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- Shareholder Vote Outcome: At the Special Meeting held on January 30, 2026, Allied Gaming shareholders overwhelmingly approved a non-binding advisory proposal regarding the shareholder rights plan, indicating strong support for the Board's preliminary determination and enhancing governance transparency.
- Acquirer Designation: The proposal involved the designation of Knighted Pastures LLC and Roy Choi, along with their group, as an 'Acquiring Person' under the Rights Agreement dated February 9, 2024, reflecting the company's proactive measures to safeguard shareholder interests against potential takeovers.
- Board Accountability: Although the vote was advisory, the Board committed to continue evaluating and taking actions consistent with its fiduciary duties and applicable law, demonstrating the company's dedication to shareholder interests and rigorous governance practices.
- Future Outlook: The company emphasized its focus on forward-looking statements, indicating a cautious approach to future developments while not assuming any obligation to update such statements, which aims to mitigate potential risks and ensure long-term shareholder value.
- Voting Results: At the Special Meeting held on January 30, 2026, stockholders voted on a proposal regarding the Company's shareholder rights plan, resulting in 19,310,346 shares in favor, 1,882,689 against, and 24,460 abstentions, indicating strong support for the Board's preliminary determination.
- Proposal Overview: The proposal sought stockholder approval of the Board's preliminary determination that Knighted Pastures LLC and Roy Choi, along with their group, became an 'Acquiring Person' under the Rights Agreement dated February 9, 2024, triggering a significant event under the agreement.
- Board Responsibilities: While the vote was advisory and not binding, it provided crucial feedback from stockholders regarding the Board's preliminary determination, and the Board will continue to evaluate and act in accordance with its fiduciary duties and applicable law.
- Commitment to Governance: Allied Gaming emphasizes its commitment to strong corporate governance, ensuring that the best interests of all stockholders are upheld, and will update forward-looking statements as required by law.
- Litigation Progress: The U.S. District Court for the Central District of California granted Allied Gaming's unopposed motion on January 5, 2026, allowing the company to amend its complaint against Knighted Pastures, facilitating a more efficient progression of the case.
- Preliminary Injunction Modification: The Court vacated provisions of the preliminary injunction that temporarily restricted board elections, indicating that these measures were no longer necessary as the defendants had ended their proxy contest, thus ensuring normal governance for the company.
- Procedural Development: The Court also denied all pending motions to dismiss filed by the defendants, further streamlining the issues before the Court and enhancing litigation efficiency, which positions Allied Gaming more favorably in its legal standing.
- Strategic Implications: Allied views this ruling as a significant procedural development, marking a clarification of the company's litigation posture and aiding in the protection of its rights in future legal battles.

- Legal Investigation Awareness: AGAE acknowledges the legal actions and investigations involving former CEO Frank Ng, indicating the company's serious approach to legal matters, which could impact its reputation and future operations.
- Ongoing Monitoring Commitment: The company commits to closely monitoring the progress and outcomes of related investigations, ensuring timely updates to maintain transparency and bolster investor confidence.
- Internal Review Commitment: AGAE confirms it will review any potential issues connected to Ng's tenure, particularly regarding the construction and development phase of the Las Vegas esports arena, ensuring compliance and governance standards are upheld.
- Guidance from Legal Advisors: The review will be conducted in accordance with applicable laws and governance standards, guided by independent legal and professional advisers to ensure fairness and transparency in the review process.

- Litigation Progress: The U.S. District Court for the Central District of California granted Allied Gaming's unopposed motion on January 5, 2026, allowing the company to amend its complaint and proceed with litigation, indicating judicial support for its legal stance and facilitating efficient case progression.
- Preliminary Injunction Modification: The court lifted temporary restrictions on board elections as the defendants ended their proxy contest, reflecting the court's acknowledgment of case developments while retaining other injunction provisions to ensure litigation integrity.
- Shareholder Interest Protection: Allied Gaming reiterated that its actions are in the best interests of all shareholders, demonstrating the company's commitment to actively safeguarding shareholder rights and enhancing market confidence amid ongoing litigation.
- Ongoing Business Strategy: Despite the litigation, the company remains focused on executing its business strategy and strengthening operations, aiming to create long-term value for shareholders, which underscores its confidence in future growth.
- Litigation Update: The U.S. District Court for the Central District of California granted Allied Gaming's unopposed motion on January 5, 2026, allowing the company to amend its complaint, indicating a positive procedural development that may enhance shareholder confidence.
- Injunction Modification: The court lifted temporary restrictions on board elections, signaling the end of the proxy contest, while remaining injunction provisions will stay in effect, ensuring stability in corporate governance and aiding future strategic execution.
- Shareholder Interests: Allied Gaming reiterated that its actions are in the best interests of all shareholders, maintaining a focus on executing its business strategy and strengthening operations to create long-term shareholder value and enhance market competitiveness.
- Future Outlook: The company will continue to diligently pursue the litigation while refraining from further comments on specific litigation matters, ensuring transparency and effective communication with shareholders.






