Allied Gaming & Entertainment (AGAE) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for June 1, 2026, to vote on a reverse stock split proposal, with the meeting held virtually to increase participation and reduce costs.

• The reverse stock split would combine shares at a ratio between 1-for-2 and 1-for-25, with the exact ratio and timing determined at the board's discretion.

• The primary goal is to regain compliance with Nasdaq's $1.00 minimum bid price requirement and avoid potential delisting, which could harm liquidity and shareholder value.

• If approved, the board may implement, select the ratio, or abandon the split entirely, providing flexibility based on market and company conditions.

• Forward-looking statements are included, reflecting management's expectations and plans regarding the reverse split and its effects.

Voting matters and shareholder proposals

• The sole proposal is to approve an amendment to the Certificate of Incorporation to effect a reverse stock split at a ratio of 1-for-2 to 1-for-25.

• The board recommends voting “FOR” the reverse stock split proposal.

• Approval requires a majority of votes cast by holders present virtually or by proxy.

• Stockholders may submit director nominations and proposals for the 2026 annual meeting by following specific notice procedures and deadlines.

Board of directors and corporate governance

• The board retains discretion to implement or abandon the reverse stock split after shareholder approval.

• Failure to maintain Nasdaq listing could result in loss of governance standards required by the exchange.

• No substantial interests in the reverse split exist for directors or officers beyond their shareholdings, which are affected proportionally.