Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
16 November 2022 - 07:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one): ☐ Form 10-K ☐ Form 20-F
☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐
Form N-CSR
For Period Ended: September 30, 2022
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Transition Report on Form 10-K |
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Transition Report on Form 20-F |
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Transition Report on Form 11-K |
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Transition Report on Form 10-Q |
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Transition Report on Form N-SAR |
For the Transition Period Ended: __________________________________
Read attached instruction sheet before preparing
form. Please print or type.
Nothing in this form shall be construed to imply
that the Commission has verified any information contained herein.
If the notification relates to a portion of the
filing checked above, identify the item(s) to which the notification relates: _________________________________
PART I
REGISTRANT INFORMATION
Full name of registrant: Allied Esports Entertainment, Inc.
Former name if applicable: _______________________
Address of principal executive office (Street
and number): 745 Fifth Avenue, Suite 500
City, State and zip code: New York, NY
10151
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box
if appropriate.)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense. |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III
NARRATIVE
State below in reasonable detail the reasons why
Form 10-K, 11-K, 20-F, 10-Q, 10-D, N-SAR, N-CSR or the transition report or portion thereof could not be filed within the prescribed time
period. (Attach extra sheets if needed.)
The Company’s Quarterly Report on Form 10-Q
for the fiscal quarter ended September 30, 2022 cannot be filed within the prescribed time period because the Company requires additional
time to evaluate the accounting during the review period. As a result, such Form 10-Q cannot be filed within the prescribed time period,
and will be filed on or before the fifth calendar day following the prescribed due date.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to
this notification:
Roy Anderson |
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(646) |
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768-4241 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
Yes ☒ No ☐
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
Yes ☒ No ☐
If so: attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Explanation of anticipated change:
Revenues from continuing operations for the three-month
period ended September 30, 2022 are expected to be $1.6 million, compared to $1.7 million for the same period in 2021. Net loss from continuing
operations for the three-month period ended September 30, 2022 is anticipated to be $1.6 million, compared to $3.0 million for the same
period in 2021.
The favorable variance in the loss from continuing operations is primarily due to (a) a $1.0 million out-of-period favorable adjustment
that wasn’t material to the previously issued financial statements; (b) a $0.9 million favorable variance for professional fees
incurred in connection with the Company’s 2021 sale of the World Poker Tour; (c) a $0.4 million favorable variance for severance
payments to a former chief executive officer of the Company who resigned in July 2021, partially offset by (d) a $0.9 million unfavorable
variance due to the 2021 gain on forgiveness of PPP loans and interest thereon.
As of September 30, 2022, the Company had $84.2 million of cash and cash equivalents, excluding $5.0 million of restricted
cash.
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Allied Esports Entertainment, Inc. |
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(Name of Registrant as Specified in Charter) |
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Has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: November 15, 2022 |
By: |
/s/ Roy Anderson |
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Roy Anderson |
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Chief Financial Officer |
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