Open report — full analysis, no account required.
Sign up to generate reports and read filings that aren't on the open list.
Get notified when AIFA files again. Create a free account and we'll email you the moment its next filing is analyzed.
Get filing alertsRed Flags Detected
- Delisting (new) — Nasdaq has scheduled the company's common stock for delisting and suspension effective May 15, 2026, due to failure to maintain minimum bid price and delinquent annual report filing.
AIFA faces Nasdaq delisting over sub-$1 stock price and missing 2025 annual report
Filed May 11, 2026 · Period ending May 6, 2026 · ~1 min read
Key Changes
-
high
Nasdaq scheduled AIFA's common stock for delisting and suspension effective May 15, 2026, due to failure to maintain minimum $1.00 bid price for over 180 days and delinquent 2025 Form 10-K filing.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule verify on EDGAR → -
high
Stock has traded below $1.00 per share for over 30 consecutive business days since November 2025; company exhausted its 180-day compliance period and is ineligible for extension.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule verify on EDGAR → -
high
Company has not filed its Annual Report on Form 10-K for year ended December 31, 2025, which serves as independent basis for delisting; investors lack audited financials for most recent fiscal year.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule verify on EDGAR → -
high
AIFA plans to request hearing by May 13, 2026, which will stay suspension for 15 days and allow presentation of compliance plan including reverse stock split; outcome uncertain.
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule verify on EDGAR → -
medium
Board reduced shareholder meeting quorum requirement from majority to 33.33% of outstanding shares, making it easier to conduct votes with fewer shareholders participating.
Item 5.03 — Amendments to Articles of Incorporation or Bylaws verify on EDGAR →
Summary
AIFA received formal notice from Nasdaq on May 6, 2026, that its common stock will be delisted and suspended from trading effective May 15, 2026. The company faces two separate compliance failures: its stock has traded below the required $1.00 minimum bid price for over 30 consecutive business days since November 2025, exhausting its 180-day cure period, and it has failed to file its 2025 annual report on Form 10-K.
The missing annual report means investors lack audited financial statements for the most recent fiscal year, compounding transparency concerns alongside the sustained stock price weakness. The company plans to request an appeal hearing by the May 13 deadline, which will temporarily halt the suspension for at least 15 days while it presents a compliance plan.
AIFA intends to pursue a reverse stock split to address the bid price deficiency and complete the delinquent 10-K filing, though success is not assured. If delisting proceeds, the stock would move to over-the-counter trading, significantly reducing liquidity and institutional investor access. Separately, the board lowered the shareholder meeting quorum threshold from a majority to 33.33%, making it easier to conduct business but potentially reducing vote representativeness.
Section-by-Section Diff
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On May 6, 2026, Allied Gaming & Entertainment Inc. (the “Company”) received a notice (the “Notice”) from the staff of The Nasdaq Stock Market (“Staff”) notifying the Company that the Staff has determined that the Company’s Common Stock, par value $0.0001 per share (“Common Stock”), will be scheduled for delisting from The Nasdaq Capital Market (“Nasdaq”) and will be suspended at the opening of business on May 15, 2026 (the “Staff Determination”), unless the Company requests an appeal of the Staff Determination before an independent Hearings Panel (the “Panel”) by May 13, 2026.
The company received formal notice that its common stock will be delisted and suspended from Nasdaq effective May 15, 2026. The company has until May 13, 2026 to request an appeal hearing. Delisting would force the stock to trade over-the-counter, reducing liquidity and institutional investor access.
Added in current filing · verify on EDGAR →
Additionally, the Company has not filed its Annual Report on Form 10-K for the year ended December 31, 2025 (the “Delinquent 10-K”). Consistent with Nasdaq Listing Rule 5810(c) (2) (A), the Company is ineligible for Staff to review and accept a compliance plan with respect to the Delinquent 10-K. Accordingly, the Delinquent 10-K serves as an additional basis for delisting the Common Stock from Nasdaq.
The company has not filed its 2025 annual report, which is a separate and independent basis for delisting. The delinquency prevents the company from submitting a compliance plan to Nasdaq staff. Investors lack audited financial statements for the most recent fiscal year.
Added in current filing · verify on EDGAR →
The Company intends to timely request a hearing before the Panel pursuant to Nasdaq Listing Rule 5815(a). A request for a hearing regarding a delinquent filing will stay the suspension of the Common Stock for a period of 15 days from the date of the request. During this period, the Common Stock will continue to be listed and traded on Nasdaq under the ticker symbol “AGAE.” The Company intends to also request an extended stay of the suspension, pending the hearing.
The company plans to appeal the delisting decision, which will temporarily halt the suspension for 15 days and may be extended if granted. The company is also working on a reverse stock split to address the bid price issue and completing the delinquent 10-K filing, though success is not assured.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Prior to such amendment, the presence in person or represented by proxy of the holders of a majority of the capital stock issued and outstanding and entitled to vote thereat was required to establish a quorum for the transaction of business at a Meeting. As approved in the Amendment, the presence in person or represented by proxy of the holders of shares of capital stock having not less than thirty-three and one-third percent (33 1/3%) of the shares of capital stock entitled to vote thereat will constitute a quorum for the transaction of business at a Meeting.
The Board amended the bylaws to lower the quorum threshold for shareholder meetings from a majority of outstanding shares to 33.33%. This makes it easier to achieve quorum and conduct shareholder votes, which can be beneficial if the company has historically struggled with low meeting attendance. However, it also means decisions can be made with fewer shareholders participating, potentially reducing the representativeness of votes.
Event · Item 7.01 — Regulation FD Disclosure
Company received Nasdaq delisting notice and plans to request a hearing to regain compliance with minimum bid price requirement.
Added in current filing · verify on EDGAR →
On May 11, 2026, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice.
The company received a notice from Nasdaq (referenced as 'the Notice') and issued a press release under Nasdaq Listing Rule 5810(b), which governs notifications related to listing deficiencies. The forward-looking statements reference the company's intention to request a hearing before the Nasdaq panel to address non-compliance with the Minimum Bid Price Requirement and mentions a delinquent Form 10-K filing. This indicates the company is facing potential delisting due to failing to maintain Nasdaq's minimum bid price requirement and has filing delinquencies.
Added in current filing · verify on EDGAR →
the Company’s intention to request a hearing before the Panel; the expected stay of any suspension or delisting action pending such hearing; the Company’s ability to present a compliance plan and restore compliance with the Minimum Bid Price Requirement
The company plans to request a hearing before the Nasdaq hearings panel, which would temporarily stay any suspension or delisting action. During the hearing, the company intends to present a compliance plan to restore compliance with Nasdaq's minimum bid price requirement. The outcome of this process will determine whether the company can maintain its Nasdaq listing.
Added in current filing · verify on EDGAR →
the Company’s ability to file the Delinquent 10-K
The company has a delinquent Form 10-K filing that remains outstanding. This filing delinquency, combined with the minimum bid price deficiency, compounds the company's listing compliance challenges. The company's ability to file this overdue annual report is cited as a forward-looking uncertainty.
Event · Exhibit 99.1
AGAE received Nasdaq delisting notice for stock price below $1 and late 10-K; will request hearing and pursue reverse split to regain compliance.
Added in current filing · view on EDGAR →
on May 6, 2026, it received a notice (the “Notice”) from the staff (“Staff”) of The Nasdaq Stock Market (“Nasdaq”) , the contents of which were disclosed in the Company’s Form 8-K filed on May 11, 2026. The Company will request a hearing before an independent Hearings Panel (the “Panel”) by May 13, 2026 regarding the Staff’s determination, and the Company will take relevant measures, including a reverse stock split and other relevant measures to naturally raise the stock price back above $1.00, in order to maintain the Company’s listing status.
Allied Gaming received a Nasdaq staff determination on May 6, 2026 for failing to maintain the minimum $1.00 bid price requirement under Listing Rule 5550(a)(2). The company plans to request a hearing by May 13, 2026 and will pursue a reverse stock split and other measures to regain compliance and avoid delisting.
Added in current filing · verify on EDGAR →
The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c) (3) (A) on the grounds that the Company has not regained compliance with Nasdaq Listing Rule 5550(a) (2) and the Notice also indicated that the Company has not yet filed its Annual Report on Form 10-K for the year ended December 31, 2025.
The Nasdaq notice also cited the company's failure to file its Annual Report on Form 10-K for the year ended December 31, 2025. This delinquent filing compounds the compliance issues and represents a separate listing deficiency beyond the stock price requirement.
Added in current filing · verify on EDGAR →
A request for a hearing regarding a delinquent filing will stay the suspension of the Common Stock for a period of 15 days from the date of the request. During this period, the Common Stock will continue to be listed and traded on Nasdaq under the ticker symbol “AGAE.” The Company intends to also request an extended stay of the suspension, pending the hearing.
Requesting a hearing will automatically stay any suspension for 15 days, during which the stock will continue trading on Nasdaq under ticker AGAE. The company also plans to request an extended stay pending the hearing, which would allow more time to present a compliance plan to the independent panel.
Thanks — your feedback helps us improve report quality.
Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify