Jul 17, 2024 activistcompany

Knighted Sues Allied Gaming & Entertainment Inc (AGAE) Board Over Alleged Breach of Fiduciary Duties in Yellow River Transaction

Key Summary: On October 3, 2024, Ourgame International Holdings Limited submitted a Notice of Nomination for Mr. Li Zhang and Mr. Shaohua Ma to replace Mr. Yushi Guo and Mr. Yuanfei Qu, pending board approval. On March 7, 2024, Knighted Pastures (29.6%) announced plans to discuss board representation and potential nominations. By July 17, 2024, they formally proposed nominating three board candidates, amending bylaws, and removing directors Yangyang Li, Yushi Guo, and Yuanfei Qu at the 2024 stockholder meeting.

Market Cap: $49 million | Allied Gaming & Entertainment Inc. provides entertainment and gaming products worldwide.

Knighted Pastures

On March 7, 2024, Knighted Pastures (29.6%) stated that it plans to engage in discussions with the management and board regarding potential board representation and may nominate individuals for election to the board.
On July 17, 2024, Knighted Pastures LLC submitted an Amended and Restated Notice of Nomination for the 2024 stockholder meeting, proposing to nominate three candidates for the board, amend the bylaws related to board actions and special meetings, and remove directors Yangyang Li, Yushi Guo, and Yuanfei Qu for cause. Source
On September 27, 2024, Knighted Pastures LLC sent a letter to the company demanding prompt scheduling of the 2024 Annual Meeting of stockholders. They criticized the company's delay, which exceeds fourteen months since the last meeting, as an attempt to disenfranchise stockholders. Knighted Pastures set a deadline of December 5, 2024, for scheduling the meeting, warning of potential legal action if the company fails to comply by October 4, 2024. Source
On October 31, 2024, Knighted Pastures filed proxy materials seeking support for its nominees.
On November 12, 2024, Knighted filed a civil lawsuit in the Delaware Court of Chancery against members of the Board and other parties involved in the Yellow River Transaction, which Knighted claims breached fiduciary duties. The lawsuit alleges that the Director Defendants entered into a Securities Purchase Agreement with Blue Planet to entrench the board and impede stockholder rights to elect directors. The case seeks to void the Yellow River transaction, including the issuance of shares to Blue Planet, and remove director Zongmin Ding from the Board. Knighted also filed motions to expedite the case and prevent the 2024 Annual Meeting until the Court resolves the claims. Source

Ourgame International Holdings Limited

On October 3, 2024, Ourgame International Holdings Limited (31.5%) disclosed that on September 24, 2024, it requested the Board to grant a similar exemption to that provided to Knighted Pastures LLC and Roy Choi, allowing Ourgame to exceed a 10% holding without triggering the shareholder rights plan adopted in February 2024. Additionally, on October 3, 2024, Mr. Lu Jingsheng, representing Ourgame as a member of the company's Nominating Committee, submitted a Notice of Nomination for Directors. The Notice proposed Mr. Li Zhang and Mr. Shaohua Ma as replacements for Mr. Yushi Guo and Mr. Yuanfei Qu, pending approval by the entire board. Source

More like this

Barington Capital Group and Thor Equities issued an investor presentation on Macy's, Inc (M)

Shareholders elected incumbent nominees to the Board of Salarius Pharmaceuticals (SLRX)

M&G Investment Management Ltd. Plans Board Nomination Discussion with REE Automotive Ltd (REE)

AJP and Orbic Launch Proxy Contest for Sonim Technologies (SONM) Board Seats

Lynrock Lake Engages Board on Stock Undervaluation and Strategic Initiatives at Teradata Corporation (TDC)

Carronade Capital Nominates Four Directors and Proposes Changes to Boost Cannae Holdings (CNNE) Shareholder Value