Regulation FD Disclosure (Form 8-K)

Item 7.01.

Regulation FD Disclosure.

As previously disclosed, on February 8, 2024, the Board of Directors (the "Board") of Allied Gaming & Entertainment Inc., a Delaware corporation (the "Company"), approved and adopted, and the Company entered into, a rights agreement, dated as of February 9, 2024 (the "Rights Agreement"), by and between the Company and Continental Stock Transfer & Trust, as rights agent.

On September 25, 2024, plaintiff Timothy G. Schuebel ("Plaintiff"), on behalf of a putative class of stockholders of the Company, filed a Verified Class Action Complaint (the "Action") in the Delaware Court of Chancery (the "Court").

On May 30, 2025, the Board approved the Amendment No. 1 (the "Amendment") to the Rights Agreement, which amends the Rights Agreement by replacing Section 34 of the Rights Agreement in its entirety with the terms as set forth in the Amendment and making certain technical amendments to the rights and obligations of the Board to administer and make determinations with respect to the Rights Agreement and the rights issued thereunder. The Amendment confirms that nothing in the Rights Agreement, express or implied, including any provision requiring or permitting the Board to take (or refrain from taking) any action or making any determination will be deemed to limit or eliminate the fiduciary duties of the Board under applicable law. The Rights Agreement otherwise remains unmodified and in full force and effect in accordance with its terms.

On June 5, 2025, the Company caused the Amendment to be filed with the U.S. Securities and Exchange Commission (the "SEC") in a Current Report on Form 8-K ("Form 8-K"), which Plaintiff acknowledged mooted the Action.

The Board denies and continues to deny all allegations of wrongdoing in the Action. Nevertheless, the Board took the action to file the Amendment and, in its business judgment, agreed with Plaintiff to pay $85,000 in attorneys' fees and reimbursement of expenses to fully, finally, and forever resolve the matter and avoid the cost of further proceedings in connection with the Action.

On September 8, 2025, the Court entered an order closing the Action, subject to the Company filing a declaration with the Court confirming that the disclosures in this Form 8-K, which shall constitute notice to the putative class of stockholders of the Company for purposes of Delaware Court of Chancery Rule 23, have been filed with the SEC.

Item 8.01.

Other Events.