Allied Gaming & Entertainment Inc 2024年度报告

FORM10-K (MARK ONE)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 Commission file number:001-38226 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the ExchangeAct. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit and post such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer”, “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor 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 has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of common stock outstanding, other than shares held by affiliates of the registrant as of June 30,2024 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $18,771,486based onthe price of $1.27, the closing price on June 28, 2024. For purposes of this computation, all officers, directors, and 10% beneficialowners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that such officers,directors or 10% beneficial owners, are or were, in fact, affiliates of the registrant. As of May 29, 2025,38,018,882, shares of common stock, par value $0.0001 per share, were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PAGECautionary Note Regarding Forward-Looking Statements; Risk Factor SummaryiiPART I1Item 1.Business1Item 1A.Risk Factors9Item 1B.Unresolved Staff Comments21Item 1C.Cybersecurity22Item 2.Properties23Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures23PART II24Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities24Item 6.[Reserved.]25Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 7A.Quantitative and Qualitative Disclosures about Market Risk32Item 8.Financial Statements and Supplementary Data32Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure32Item 9A.Controls and Procedures32Item 9B.Other Information33Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections33PART III34Item 10.Directors, Executive Officers and Corporate Governance34Item 11.Executive Compensation41Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters44Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47PART IV48Item 15.Exhibits, Financial Statement Schedules48Item 16.Form 10-K Summary49 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS; The information in this Annual Report on Form 10-K (the “Annual Report”) includes “forward-looking statements” underSection 27A of the Securities Act of 1933, as a