UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2021~~2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-38226

ALLIED ESPORTS ENTERTAINMENT INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		82-1659427
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~17877 Von Karman Avenue,~~745 Fifth Ave, Suite ~~300~~500

~~Irvine, California, 92614~~New York, NY 10151

(Address of principal executive offices)

~~(714) 265-7323~~(646) 768-4240

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		AESE		NASDAQ

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such 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 be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 17, 2021, 39,141,907~~August 10, 2022, 39,085,470 shares of common stock, par value $0.0001 per share, were issued and outstanding.

ALLIED ESPORTS ENTERTAINMENT, INC

Index to Condensed Consolidated Financial Statements

PART I FINANCIAL INFORMATION		1

~~FINANCIAL INFORMATION~~

~~ITEM~~Item 1.	Financial Statements	1

	Condensed Consolidated Balance Sheets as of ~~September~~June 30, ~~2021~~2022 (unaudited) and December 31, ~~2020~~2021	1

	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three and ~~Nine~~Six Months ~~Ended September~~ended June 30, ~~2021~~2022 and ~~2020~~2021	2

	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three and ~~Nine~~Six Months ~~Ended September~~ended June 30, ~~2021~~2022 and ~~2020~~2021	3

	Unaudited Condensed Consolidated Statements of Cash ~~Flows~~flows for the ~~Nine~~Six Months ~~Ended September~~ended June 30, ~~2021~~2022 and ~~2020~~2021	54

	Notes to Unaudited Condensed Consolidated Financial Statements	76

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations~~Operations.	2316

ITEM 3.	Quantitative and Qualitative Disclosures About Market ~~Risk~~Risk.	3122

ITEM 4.	Controls and ~~Procedures~~Procedures.	3222

~~PART II~~
PART II - OTHER INFORMATION		23
~~OTHER INFORMATION~~

ITEM 1.	Legal Proceedings.	3323

ITEM 1A.	Risk Factors.	3323

ITEM 2.	Unregistered Sales of Equity ~~Securities~~ and Use of Proceeds.	3323

ITEM 3.	Defaults Upon Senior Securities.	3323

ITEM 4.	Mine Safety Disclosures.	3323

ITEM 5.	Other Information.	3323

ITEM 6.	Exhibits.	3324

~~Signatures~~SIGNATURES		3425

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

ALLIED ESPORTS ENTERTAINMENT, INC

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

	September 30,			December 31,			June 30,			December 31,
	2021			2020			2022			2021
	(unaudited)						(unaudited)
Assets
Current Assets
Cash	$	95,221,785		$	424,223		$	86,451,104		$	92,887,030
Restricted cash		5,000,000			5,000,000
Accounts receivable		338,118			271,142			175,867			389,040
Prepaid expenses and other current assets		1,011,430			909,766			558,266			984,777
Assets of discontinued operations		-			45,363,817
Total Current Assets		101,571,333			51,968,948			87,185,237			94,260,847
Restricted cash								5,000,000			5,000,000
Property and equipment, net		6,873,533			9,275,729			4,508,902			6,136,893
Digital assets								63,834			-
Intangible assets, net		29,820			30,818			24,831			26,827
Deposits		625,000			625,000			379,105			379,105
Total Assets	$	109,099,686		$	61,900,495		$	97,161,909		$	105,803,672
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	342,185		$	901,353		$	151,686		$	341,161
Accrued expenses and other current liabilities		2,820,105			1,987,017
Accrued interest, current portion		-			152,899
Due to affiliates		-			9,433,975
Accrued expenses and other current liabilities, current portion								2,719,076			2,966,245
Accrued expenses - related party								-			1,800,000
Deferred revenue		354,104			57,018			705,776			141,825
Bridge note payable		-			1,421,096
Convertible debt, net of discount, current portion		-			1,000,000
Convertible debt, related party, net of discount, current portion		-			1,000,000
Loans payable, current portion		-			539,055
Liabilities of discontinued operations		-			9,169,247
Total Current Liabilities		3,516,394			25,661,660			3,576,538			5,249,231
Deferred rent		1,961,640			1,693,066			1,799,621			1,907,634
Accrued interest, non-current portion		-			193,939
Convertible debt, net of discount, non-current portion		-			578,172
Loans payable, non-current portion		-			368,074
Accrued expenses, non-current portion								83,333			-
Total Liabilities		5,478,034			28,494,911			5,459,492			7,156,865

Commitments and Contingencies
Commitments and Contingencies (Note 4)
Stockholders’ Equity
Preferred stock, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding		-			-			-			-
Common stock, $0.0001 par value; 100,000,000 shares authorized, 39,141,907 and 38,506,844 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively		3,915			3,851
Common stock, $0.0001 par value; 100,000,000 shares authorized, 39,116,907 shares issued and outstanding at June 30, 2022 and December 31, 2021								3,912			3,912
Additional paid in capital		197,642,458			195,488,181			198,339,361			197,784,972
Accumulated deficit		(94,251,576	)		(162,277,414	)		(106,851,831	)		(99,411,683	)
Accumulated other comprehensive income		226,855			190,966			210,975			269,606
Total Stockholders’ Equity		103,621,652			33,405,584			91,702,417			98,646,807
Total Liabilities and Stockholders’ Equity	$	109,099,686		$	61,900,495		$	97,161,909		$	105,803,672

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLIED ESPORTS ENTERTAINMENT, INC

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations and Comprehensive Loss

(unaudited)

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2021 2020 2021 2020

Revenues:
In-person $ 1,455,867 $ 595,932 $ 2,627,781 $ 2,274,135
Multiplatform content 229,961 951 383,684 951
Total Revenues 1,685,828 596,883 3,011,465 2,275,086
Costs and Expenses:
In-person (exclusive of depreciation and amortization) 1,249,640 640,409 2,442,750 2,134,964
Multiplatform content (exclusive of depreciation and amortization) 87,373 - 214,258 -
Online operating expenses 37,462 34,577 134,009 148,977
Selling and marketing expenses 87,755 52,788 216,428 185,004
General and administrative expenses 3,196,736 2,270,018 8,444,054 8,039,358
Stock-based compensation 151,220 508,268 1,081,362 4,729,643
Depreciation and amortization 806,137 905,580 2,495,939 2,715,007
Impairment of investment in ESA - - - 1,138,631
Total Costs and Expenses 5,616,323 4,411,640 15,028,800 19,091,584
Loss From Operations (3,930,495 ) (3,814,757 ) (12,017,335 ) (16,816,498 )
Other Income (Expense):
Gain on forgiveness of PPP loans and interest 912,475 - 912,475 -
Other income (expense), net 54,434 (2,973 ) 69,413 (5,432 )
Conversion inducement expense - - - (5,247,531 )
Extinguishment loss on acceleration of debt redemption - (1,733,768 ) - (1,733,768 )
Interest expense (11,809 ) (1,488,517 ) (269,411 ) (3,033,524 )
Total Other Income (Expense) 955,100 (3,225,258 ) 712,477 (10,020,255 )
Loss from continuing operations (2,975,395 ) (7,040,015 ) (11,304,858 ) (26,836,753 )

(Loss) income from discontinued operations, net of tax provision:
(Loss) income from discontinued operations before the sale of WPT (3,151,740 ) 491,138 (1,099,033 ) 630,678
Gain on sale of WPT 80,429,729 - 80,429,729 -
Income from discontinued operations 77,277,989 491,138 79,330,696 630,678

Net income (loss) $ 74,302,594 $ (6,548,877 ) $ 68,025,838 $ (26,206,075 )

Basic and Diluted Net (Loss) Income per Common Share
Continuing operations $ (0.08 ) $ (0.24 ) $ (0.29 ) $ (1.01 )
Discontinued operations, net of tax $ 1.98 $ 0.02 $ 2.04 $ 0.02

Weighted Average Number of Common Shares Outstanding:
Basic 39,043,863 29,626,222 38,970,267 26,508,006
Diluted 39,043,863 29,626,222 38,970,267 26,508,006

Comprehensive Loss
Net Income (Loss) $ 74,302,594 $ (6,548,877 ) $ 68,025,838 $ (26,206,075 )
Other comprehensive (loss) income:
Foreign currency translation adjustments (22,031 ) 45,358 35,889 45,548
Total Comprehensive Income (Loss) $ 74,280,563 $ (6,503,519 ) $ 68,061,727 $ (26,160,527 )

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Revenues:
In-person	$	1,129,371		$	670,886		$	3,332,437			1,171,914
Multiplatform content		28,463			153,723			237,451			153,723
Total Revenues		1,157,834			824,609			3,569,888			1,325,637
Costs and Expenses:
In-person (exclusive of depreciation and amortization)		1,079,314			655,243			2,889,667			1,193,110
Multiplatform content (exclusive of depreciation and amortization)		43,364			126,885			64,497			126,885
Selling and marketing expenses		62,131			84,739			131,169			128,673
General and administrative expenses		2,620,422			3,338,731			6,072,292			7,251,753
Depreciation and amortization		808,233			807,843			1,616,845			1,689,802
Impairment of digital assets		164,411			-			164,411			-
Total Costs and Expenses		4,777,875			5,013,441			10,938,881			10,390,223
Loss From Operations		(3,620,041	)		(4,188,832	)		(7,368,993	)		(9,064,586	)
Other Expense:
Other (expense) income, net		(73,225	)		(40,163	)		(79,932	)		14,979
Interest income (expense), net		4,315			(104,496	)		8,777			(257,602	)
Total Other Expense		(68,910	)		(144,659	)		(71,155	)		(242,623	)
Loss from continuing operations		(3,688,951	)		(4,333,491	)		(7,440,148	)		(9,307,209	)
Income from discontinued operations, net of tax provision		-			1,393,411			-			3,030,453
Net loss	$	(3,688,951	)	$	(2,940,080	)	$	(7,440,148	)	$	(6,276,756	)

Basic and Diluted Net Loss (Income) per Common Share
Continuing operations	$	(0.09	)	$	(0.11	)	$	(0.19	)	$	(0.24	)
Discontinued operations, net of tax	$	-		$	0.04		$	-		$	0.08

Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		39,116,907			38,963,668			39,090,830			38,955,752
Comprehensive Loss
Net Loss	$	(3,688,951	)	$	(2,940,080	)	$	(7,440,148	)	$	(6,276,756	)
Other comprehensive (loss) income:
Foreign currency translation adjustments		(71,595	)		32,584			(58,631	)		57,920
Total Comprehensive Loss	$	(3,760,546	)	$	(2,907,496	)	$	(7,498,779	)	$	(6,218,836	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(unaudited)

	For The Six Months Ended June 30, 2022
					Additional		Accumulated Other						Total
	Common Stock				Paid-in		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Income			Deficit			Equity
Balance - January 1, 2022		39,116,907	$	3,912	$	197,784,972	$	269,606		$	(99,411,683	)	$	98,646,807
Stock-based compensation:
Restricted common stock		-		-		82,345		-			-			82,345
Stock options		-		-		318,951		-			-			318,951
Net loss		-		-		-		-			(3,751,197	)		(3,751,197	)
Other comprehensive income		-		-		-		12,964			-			12,964
Balance - March 31, 2022		39,116,907		3,912		198,186,268		282,570			(103,162,880	)		95,309,870
Stock-based compensation:
Stock options		-		-		153,093		-			-			153,093
Net loss		-		-		-		-			(3,688,951	)		(3,688,951	)
Other comprehensive loss				-		-		(71,595	)		-			(71,595	)
Balance - June 30, 2022		39,116,907	$	3,912	$	198,339,361	$	210,975		$	(106,851,831	)	$	91,702,417

	For The Six Months Ended June 30, 2021
					Additional		Accumulated Other					Total
	Common Stock				Paid-in		Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Capital		Income		Deficit			Equity
Balance - January 1, 2021		38,506,844	$	3,851	$	195,488,181	$	190,966	$	(162,277,414	)	$	33,405,584
Stock-based compensation:
Common stock		126,584		13		199,987		-		-			200,000
Restricted common stock		-		-		80,006		-		-			80,006
Stock options		-		-		282,999		-		-			282,999
Shares issued for redemption of debt and accrued interest		529,383		53		821,814		-		-			821,867
Net loss		-		-		-		-		(3,336,676	)		(3,336,676	)
Other comprehensive income		-		-		-		25,336		-			25,336
Balance - March 31, 2021		39,162,811		3,917		196,872,987		216,302		(165,614,090	)		31,479,116
Stock-based compensation:
Stock options		-		-		226,698		-		-			226,698
Restricted stock		-		-		80,925		-		-			80,925
Net loss		-		-		-		-		(2,940,080	)		(2,940,080	)
Other comprehensive income		-		-		-		32,584		-			32,584
Balance - June 30, 2021		39,162,811	$	3,917	$	197,180,610	$	248,886	$	(168,554,170	)	$	28,879,243

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLIED ESPORTS ENTERTAINMENT, INC

AND SUBSIDIARIES

Condensed Consolidated Statements of ~~Changes in Stockholders’ Equity~~Cash Flows

(unaudited)

For The Three and Nine Months Ended September 30, 2021
Common Stock Common Stock
Subscribed Additional
Paid-in Subscription Accumulated
Other
Comprehensive Accumulated Total
Stockholders’
Shares Amount Shares Amount Capital Receivable Income Deficit Equity
Balance - January 1, 2021 38,506,844 $ 3,851 - $ - $ 195,488,181 - $ 190,966 $ (162,277,414 ) $ 33,405,584
Stock-based compensation:
Common stock 126,584 13 - - 199,987 - - - 200,000
Restricted common stock - - - - 80,006 - - - 80,006
Stock options - - - - 282,999 - - - 282,999
Shares issued for redemption of debt and accrued interest 529,383 53 - - 821,814 - - - 821,867
Net loss - - - - - - - (3,336,676 ) (3,336,676 )
Other comprehensive income - - - - - - 25,336 - 25,336
Balance - March 31, 2021 39,162,811 3,917 - - 196,872,987 - 216,302 (165,614,090 ) 31,479,116
Stock-based compensation:
Stock options - - - - 226,698 - - - 226,698
Restricted stock - - - - 80,925 - - - 80,925
Net loss - - - - - - - (2,940,080 ) (2,940,080 )
Other comprehensive income - - - - - - 32,584 - 32,584
Balance - June 30, 2021 39,162,811 3,917 - - 197,180,610 - 248,886 (168,554,170 ) 28,879,243
Stock-based compensation:
Stock options - - - - 613,070 - - - 613,070
Restricted stock 80,000 8 - - 58,915 - - - 58,923

Shares withheld for employee payroll tax (100,904 ) (10 ) - - (210,137 ) - - - (210,147 )
Net income - - - - - - - 74,302,594 74,302,594
Other comprehensive loss - - - - - - (22,031 ) - (22,031 )
Balance - September 30, 2021 39,141,907 $ 3,915 - - $ 197,642,458 - $ 226,855 $ (94,251,576 ) $ 103,621,652

	For the Six Months Ended
	June 30,
	2022			2021
Cash Flows From Operating Activities
Net loss	$	(7,440,148	)	$	(6,276,756	)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from discontinued operations, net of tax provision		-			(3,030,453	)
Stock-based compensation		554,389			1,030,142
Digital currency received as revenue		(228,245	)		-
Impairment of digital assets		164,411			-
Expenses paid using digital assets		41,026			-
Change in fair value of warrant liabilities		66,800			11,000
Amortization of debt discount		-			3,646
Expenses paid on behalf on WPT		-			(136,329	)
Non-cash interest expense		-			46,110
Depreciation and amortization		1,616,845			1,689,802
Deferred rent		(108,013	)		173,661
Changes in operating assets and liabilities:
Accounts receivable		205,127			(86,219	)
Prepaid expenses and other current assets		417,025			578,408
Accounts payable		(188,122	)		(55,095	)
Accrued expenses and other current liabilities		(2,021,368	)		387,352
Accrued interest		-			207,848
Due to affiliates		-			2,618,212
Deferred revenue		571,462			146,459
Total Adjustments		1,091,337			3,584,544
Net Cash Used In Operating Activities		(6,348,811	)		(2,692,212	)
Cash Flows From Investing Activities
Deposit for sale of WPT		-			10,000,000
Investment in digital assets		(41,026	)		-
Purchases of property and equipment		(2,724	)		(116,058	)
Net Cash (Used In) Provided By Investing Activities		(43,750	)		9,883,942
Cash Flows From Discontinued Operations
Operating activities		-			511,577
Investing activities		-			(17,260	)
Change in cash balance of discontinued operations		-			(494,317	)
Net Cash Provided By Discontinued Operations		-			-

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLIED ESPORTS ENTERTAINMENT, INC

AND SUBSIDIARIES

Condensed Consolidated Statements of ~~Changes in Stockholders’ Equity,~~Cash Flows, continued

(unaudited)

For The Three and Nine Months Ended September 30, 2020
Common Stock Additional Accumulated Other Total
Common Stock Subscribed Paid-in Subscription Comprehensive Accumulated Stockholders’
Shares Amount Shares Amount Capital Receivable Income Deficit Equity
Balance - January 1, 2020 23,176,146 $ 2,317 - $ - $ 161,300,916 $ - $ 136,177 $ (117,218,584 ) $ 44,220,826
Common stock issued for cash 758,725 76 - - 4,999,924 - - - 5,000,000
Stock-based compensation:
Restricted common stock - - - - 113,436 - - - 113,436
Stock options - - - - 240,399 - - - 240,399
Subscription of common stock in connection with exercise of put option - - 1,018,848 102 1,999,898 (2,000,000 ) - - -
Net loss - - - - - - - (8,776,469 ) (8,776,469 )
Balance - March 31, 2020 23,934,871 2,393 1,018,848 102 168,654,573 (2,000,000 ) 136,177 (125,995,053 ) 40,798,192
Cash received for subscription 1,018,848 102 (1,018,848 ) (102 ) - 2,000,000 - - 2,000,000
Shares issued upon conversion of debt 3,392,857 339 - - 9,998,506 - - - 9,998,845
Beneficial conversion feature associated with convertible debt - - - - 523,636 - - - 523,636
Warrants issued with convertible debt - - - - 1,205,959 - - - 1,205,959
Stock-based compensation:
Stock options - - - - 213,763 - - - 213,763
Restricted stock - - - - 117,875 - - - 117,875
Net loss - - - - - - - (10,880,729 ) (10,880,729 )
Other comprehensive income - - - - - - 190 - 190
Balance - June 30, 2020 28,346,576 2,834 - - 180,714,312 - 136,367 (136,875,782 ) 43,977,731
Shares issued for redemption of debt and accrued interest 3,161,970 316 - - 5,419,421 - - - 5,419,737
Shares issued in satisfaction of employee bonus obligations 217,999 22 - - 473,978 - - - 474,000
Disgorgement of short swing profits - - - - 21,875 - - - 21,875
Stock-based compensation:
Stock options - - - - 312,117 - - - 312,117
Common stock 64,286 7 - - 128,993 129,000
Restricted stock 199,143 20 - - 136,030 - - - 136,050
Net loss - - - - - - - (6,548,877 ) (6,548,877 )
Other comprehensive income - - - - - - 45,358 - 45,358
Balance - September 30, 2020 31,989,974 $ 3,199 - $ - $ 187,206,726 $ - $ 181,725 $ (143,424,659 ) $ 43,966,991

	For the Six Months Ended
	June 30,
	2022			2021
Effect of Exchange Rate Changes on Cash		(43,365	)		74,038
Net (Decrease) Increase In Cash And Restricted Cash		(6,435,926	)		7,265,768
Cash and restricted cash - Beginning of period		97,887,030			5,424,223
Cash and restricted cash - End of period	$	91,451,104		$	12,689,991
Cash and restricted cash consisted of the following:
Cash	$	86,451,104		$	7,689,991
Restricted cash		5,000,000			5,000,000
	$	91,451,104		$	12,689,991

Non-Cash Investing and Financing Activities:
Shares issued for redemption of debt and accrued interest	$	-		$	821,867

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLIED ESPORTS ENTERTAINMENT, INC

~~Condensed Consolidated Statements of Cash Flows~~

~~(unaudited)~~

For the Nine Months
Ended
September 30,
2021 2020
Cash Flows From Operating Activities
Net income (loss) $ 68,025,838 $ (26,206,075 )
Adjustments to reconcile net loss to net cash used in operating activities:
Income from discontinued operations, net of tax provision (79,330,696 ) (630,678 )
Stock-based compensation 1,081,362 4,729,643
Gain on forgiveness of PPP loans and interest (912,475 ) -
Conversion inducement expense - 5,247,531
Extinguishment loss on acceleration of debt redemption - 1,733,768
Change in fair value of warrant liabilities 1,100 -
Amortization of debt discount 3,646 1,639,150
Non-cash interest expense 46,110 183,373
Expenses paid on behalf of WPT - (305,845 )
Depreciation and amortization 2,495,939 2,715,007
Impairment of investment in ESA - 1,138,631
Deferred rent 268,574 (49,347 )
Changes in operating assets and liabilities:
Accounts receivable (36,021 ) 526,405
Prepaid expenses and other current assets (108,257 ) (50,148 )
Deposits - 7,963
Accounts payable (556,041 ) 264,945
Accrued expenses and other current liabilities 326,862 738,404
Accrued interest (146,894 ) (770,658 )
Due to affiliates 697,551 4,229,090
Deferred revenue 297,086 219,263
Total Adjustments (75,872,154 ) 21,566,497
Net Cash Used In Operating Activities (7,846,316 ) (4,639,578 )

Cash Flows From Investing Activities
Cash consideration for sale of WPT 106,155,004 -
Return of Simon investment - (3,650,000 )
Investment in TV Azteca - (1,500,000 )
Purchases of property and equipment (141,923 ) (390,459 )
Purchases of intangible assets - (750 )
Net Cash Provided By (Used in) Investing Activities 106,013,081 (5,541,209 )

Cash Flows From Financing Activities
Proceeds from PPP loans payable - 907,129
Proceeds from convertible debt - 9,000,000
Proceeds from disgorgement of short swing profit - 21,875
Issuance costs paid in connection with convertible debt - (766,961 )
Repayments of convertible debt - (7,000,000 )
Repayments of bridge loans (3,421,096 ) -
Proceeds from sale of common stock - 7,000,000
Net Cash (Used In) Provided By Financing Activities (3,421,096 ) 9,162,043

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(unaudited)~~

For the Nine Months Ended
September 30,
2021 2020
Cash Flows From Discontinued Operations
Operating activities 63,956 (1,885,111 )
Investing activities (17,259 ) 875,698
Financing activities - 685,300
Change in cash balance of discontinued operations 3,633,292 324,113
Cash sold in connection with sale of WPT (3,679,989 ) -
Net Cash Provided By Discontinued Operations - -

Effect of Exchange Rate Changes on Cash
51,893
25,254

Net Increase (Decrease) In Cash And Restricted Cash 94,797,562 (993,490 )
Cash and restricted cash - Beginning of period 5,424,223 6,927,417
Cash and restricted cash - End of period $ 100,221,785 $ 5,933,927
Cash and restricted cash consisted of the following:
Cash $ 95,221,785 $ 933,927
Restricted cash 5,000,000 5,000,000
$ 100,221,785 $ 5,933,927

Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for interest $ 350,471 $ 2,095,527

Non-Cash Investing and Financing Activities:
Original issue discount on convertible debt $ - $ 600,000
Beneficial conversion feature associated with convertible debt $ - $ 523,636
Warrants issued with convertible debt $ - $ 1,205,959
Guaranteed interest on convertible debt recorded as debt discount $ - $ 1,536,000
Shares issued upon conversion of Bridge Note $ - $ 5,000,000
Interest payable on Bridge Note converted to principal $ - $ 1,421,096
Non-cash interest on convertible debt recorded as debt discount $ - $ 1,664,000
Shares issued for redemption of debt and accrued interest $ 821,867 $ 5,236,364
Forgiveness of amounts due to affiliate $ 9,370,261 $ -
Shares issued in satisfaction of employee bonus obligations $ - $ 474,000

~~The accompanying notes are an integral part of these condensed consolidated financial statements.~~

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~(unaudited)~~

Note 1 – Business Organization and Nature of Operations

Allied Esports Entertainment Inc., (“AESE” and together with its subsidiaries, “the Company”), operates a public esports and entertainment company, consisting of the Allied Esports business and, ~~through~~until the sale of WPT on July 12, 2021, ~~(See Note 3 – Sale of WPT),~~ the World Poker Tour business. Allied Esports operates through its wholly owned subsidiaries Allied Esports International, Inc., (“AEII”), Esports Arena Las Vegas, LLC (“ESALV”) and ELC Gaming GMBH (“ELC Gaming”). AEII operates global competitive esports properties designed to connect players and fans via a network of connected arenas. ESALV operates a flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada. ELC Gaming operates a mobile esports truck that serves as both a battleground and content generation hub and also operates a studio for recording and streaming gaming events.

AESE’s wholly owned subsidiaries, Peerless Media Limited, Club Services, Inc. (“CSI”) and WPT Enterprises, Inc., operated the poker-related business of AESE and are collectively referred to herein as “World Poker Tour” or “WPT”. ~~The~~ World Poker Tour is an internationally televised gaming and entertainment company that has been involved in the sport of poker since 2002 and created a television show based on a series of high-stakes poker tournaments.

On January 19, 2021, the Company entered into a stock purchase agreement (as amended and restated, the “SPA”) for the sale of 100% of the capital stock of ~~its wholly owned subsidiary,~~ CSI. CSI owns 100% of each of the legal entities which comprise ~~the~~ World Poker Tour. On July 12, 2021, the Company consummated the sale of the World Poker Tour ~~business (see Note 3 – Sale of WPT for additional information).~~

business. As the result of the Company’s sale of WPT, the ~~Consolidated Balance Sheet as~~condensed consolidated statements of ~~December 31, 2020, the Consolidated Statements of Operations~~operations and ~~Comprehensive Loss~~comprehensive loss for the three and ~~nine~~six months ended ~~September~~June 30, 2021, and ~~2020, and~~ the ~~Consolidated Statements~~condensed consolidated statements of ~~Cash Flows~~cash flows for the ~~nine~~six months ended ~~September~~June 30, 2021, ~~and 2020,~~ present the results and accounts of World Poker Tour as discontinued ~~operations and the related assets and liabilities are presented as assets and liabilities of discontinued~~ operations. ~~See Note 3 – Sale of WPT.~~

~~COVID-19 Pandemic.~~ The magnitude and duration of the COVID19 pandemic has had a significant adverse effect on the Company. As a global entertainment company that hosts numerous live events with spectators and participants in destination cities, such outbreak has caused people to avoid traveling to and attending our events. Allied Esports and WPT businesses have cancelled or postponed live events, and until Allied Esports’ flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada reopened on June 25, 2020 these businesses were operating online only. Truck events in Europe have been slow to return but the Luxor arena is currently running at full capacity for daily play and weekly tournaments. and, given the positive effects of vaccines on the US and global populations along with relaxed restrictions on travel and social gatherings, we expect that such impacts will be less significant on our future operations and liquidity.

Note 2 – Significant Accounting Policies

There have been no material changes to the Company’s significant accounting policies as set forth in the Company’s audited consolidated financial statements included in the Annual Report on Form 10-K for the year ended December 31, ~~2020, except as disclosed in this note.~~2021.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for annual consolidated financial statements. For additional information, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements of and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on April 13, 2021.

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

In the opinion of management, the accompanying condensed consolidated financial statements include all adjustments ~~which are~~ considered necessary by the Company for a fair presentation of the unaudited condensed consolidated financial statements of the Company as of ~~September~~June 30, ~~2021,~~2022, and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020.~~2021. The results of operations for the ~~nine~~three and six months ended ~~September~~June 30, ~~2021~~2022 are not necessarily indicative of the operating results for the full year ending December 31, ~~2021~~2022 or any other period. These unaudited condensed consolidated financial statements have been derived from the accounting records of ~~AESE, WPT and Allied Esports~~the Company and should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the Securities and Exchange Commission (“SEC”) on ~~April 13, 2021.~~May 26, 2022.

ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities based on the guidance of ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”).

ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 - quoted prices in active markets for identical assets or liabilities.

Level 2 - quoted prices for similar assets and liabilities in active markets or inputs that are observable.

Level 3 - inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

Warrants previously issued to the Company’s sponsor (the “Sponsor Warrants”) are classified as a liability measured at fair value. As of June 30, 2022 and December 31, 2021, the fair value of warrant liabilities related to our Sponsor Warrants totaled $70,000 and $3,200, respectively, which is included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet. See Note 3 – Accrued Expenses and Other Current Liabilities. The Sponsor Warrants are valued using Level 3 inputs. The fair value of the Sponsor Warrants is estimated using the Black-Scholes option pricing method. Significant Level 3 inputs used to calculate the fair value of the Sponsor Warrants include the share price on the valuation date, expected volatility, expected term and the risk-free interest rate.

The following is a roll forward of the Company’s Level 3 instruments:

Balance, January 1, 2022	$	3,200
Change in fair value of sponsor warrants		1,300
Balance, March 31, 2022		4,500
Change in fair value of sponsor warrants		65,500
Balance, June 30, 2022	$	70,000

The key inputs into the Black-Scholes model at the relevant measurement dates were as follows:

	June 30,			December 31,
Input	2022			2021
Risk-free rate		2.92	%		0.97	%
Remaining term in years		2.11			2.61
Expected volatility		97.0	%		46.0	%
Exercise price	$	11.50		$	11.50
Fair value of common stock	$	1.43		$	1.81

ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Net ~~Income (Loss)~~Loss per Common Share

Basic loss per common share is computed by dividing net loss attributable to the Company by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of common shares, if dilutive, resulting from the potential (a) exercise of outstanding stock options and ~~warrants and~~warrants; (b) the conversion of convertible ~~instruments. There were no dilutive securities outstanding during~~instruments; and (c) vesting of restricted stock awards.

The following table presents the ~~three~~computation of basic and ~~nine months ended September 30, 2021 or the three and nine months ended September 30, 2020 (computed using the treasury stock or if-converted method).~~diluted net loss per common share:

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021
Numerator:
Net loss - continuing operations	$	(3,688,951	)	$	(4,333,491	)	$	(7,440,148	)	$	(9,307,209	)
Net income - discontinued operations	$	-		$	1,393,411		$	-		$	3,030,453

Denominator:
Weighted-average common shares outstanding		39,116,907			39,162,811			39,116,907			39,154,895
Less: weighted-average unvested restricted shares		-			(199,143	)		(26,077	)		(199,143	)
Denominator for basic and diluted net loss per share		39,116,907			38,963,668			39,090,830			38,955,752

Basic and Diluted Net (Loss) Income per Common Share
Continuing operations	$	(0.09	)	$	(0.11	)	$	(0.19	)	$	(0.24	)
Discontinued operations, net of tax	$	-		$	0.04		$	-		$	0.08

The following securities are excluded from the calculation of weighted average dilutive common shares because their inclusion would have been anti-dilutive:

	As of September 30,				As of June 30,
	2021		2020		2022		2021
Restricted common shares		80,000		199,143		-		199,143
Options		2,565,000		2,430,000		2,415,000		2,552,500
Warrants		20,091,549		20,091,549		20,091,549		20,091,549
Convertible debt		-		3,609,839		-		235,294
Equity purchase options		600,000		600,000		600,000		600,000
Contingent consideration shares		192,308		269,231
Contingent consideration shares ⁽¹⁾						192,308		269,231
		23,528,857		27,199,762		23,298,857		23,947,717

(1)

Holders who elected to convert their Bridge Note into common stock are entitled to receive contingent consideration shares equal to the product of (i) 3,846,153 shares, multiplied by (ii) that holder’s investment amount, divided by (iii) $100,000,000, if at any time within five years after the August 9, 2019 closing date, the last exchange-reported sale price of common stock trades at or above $13.00 for thirty (30) consecutive calendar days.

ALLIED ESPORTS ENTERTAINMENT, INC

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~(unaudited)~~

~~Warrant Liabilities~~

Entities must consider whether to classify contracts that may be settled in its own stock, such as warrants, as equity of the entity or as an asset or liability. If an event that is not within the entity’s control could require net cash settlement, then the contract should be classified as an asset or a liability rather than as equity.

●

~~Management has determined that its publicly-traded warrants (the “public warrants”) are of a form that qualify for equity classification.~~

●

Management has determined that the common stock purchase warrants issued by the Company on June 8, 2020 in connection with the issuance of convertible notes (the “convertible note warrants”) are of a form that qualify for equity classification.

●

Management has determined that the warrants previously issued to the Company’s sponsor (the “sponsor warrants”) contain provisions that change depending on who holds the sponsor warrant. If the sponsor warrants are held by someone other than the initial purchasers or their permitted transferees, the sponsor warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. This feature precludes the sponsor warrants from being indexed to the Company’s common stock, and thus the sponsor warrants are classified as a liability measured at fair value, with changes in fair value each period reported in earnings.

As of September 30, 2021 and December 31, 2020, the fair value of our warrant liabilities totaled $4,100 and $3,000, respectively, which are included in accrued expenses and other current liabilities in the accompanying condensed consolidated balance sheet. See Note 4 – Accrued Expenses and Other Current Liabilities.

~~Financial Instruments and Fair Value~~

Fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, there exists a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

~~Level 1~~	-	~~Unadjusted quoted market prices for identical assets or liabilities;~~

~~Level 2~~	-	Quoted market prices for identical assets or liabilities in an active market that have been adjusted for items such as effects of restrictions for transferability and those that are not quoted but are observable through corroboration with observable market data, including quoted market prices for similar assets or liabilities; and

~~Level 3~~	-	~~Unobservable inputs for the asset or liability only used when there is little, if any, market activity for the asset or liability at the measurement date.~~

~~This hierarchy requires management to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.~~

The carrying amounts of the Company’s financial instruments, such as accounts receivable, accounts payable and accrued liabilities approximate fair value due to the short-term nature of these instruments. The Company’s convertible debt, bridge notes and loans payable approximate fair value due to their short-term nature and market rate of interest.

The sponsor warrants are carried at fair value as of September 30, 2021 and December 31, 2020. The sponsor warrants are valued using level 3 inputs. The fair value of the sponsor warrants is estimated using the Black-Scholes option pricing method. Significant level 3 inputs used to calculate the fair value of the sponsor warrants include the share price on the valuation date, expected volatility, expected term and the risk-free interest rate.

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~The following is a roll forward of the Company’s Level 3 instruments:~~

Balance, December 31, 2020 $ 3,000
Change in fair value of sponsor warrants 36,300
Balance, March 31, 2021 39,300
Change in fair value of sponsor warrants (25,300 )
Balance, June 30, 2021 14,000
Change in fair value of sponsor warrants (9,900 )
Balance, September 30, 2021 $ 4,100

~~The key inputs into the Black-Scholes model at the relevant measurement dates were as follows:~~

September 30, December 31,
Input 2021 2020
Risk-free rate 0.53 % 0.27 %
Remaining term in years 2.86 3.61
Expected volatility 46.0 % 42.0 %
Exercise price $ 11.50 $ 11.50
Fair value of common stock $ 1.77 $ 1.58

Revenue Recognition

To determine the proper revenue recognition method, the Company evaluates each of its contractual arrangements to identify its performance obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. The majority of the Company’s contracts have a single performance obligation because the promise to transfer the individual good or service is not separately identifiable from other promises within the contract and is therefore not distinct. Some of the Company’s contracts have multiple performance obligations, primarily related to the provision of multiple goods or services. For contracts with more than one performance obligation, the Company allocates the total transaction price in an amount based on the estimated relative standalone selling prices underlying each performance obligation.

~~Revenue recognized~~The Company recognizes revenue from continuing operations ~~during the three and nine months ended September 30, 2021 and 2020 was~~primarily from the following sources:

In-person revenue

The Company’s in-person revenue is comprised of event revenue, sponsorship revenue, merchandising revenue and other revenue. Event revenue is generated through Allied Esports events held at the Company’s esports properties. Event revenues recognized from the rental of the Allied Esports arena and gaming trucks are recognized at ~~the~~a point in time when the event occurs. In-person revenue also includes revenue from ticket sales, admission fees and food and beverage sales for events held at the Company’s esports properties. Ticket revenue is recognized at the completion of the applicable event. Point of sale revenues, such as food and beverage, gaming and merchandising revenues, are recognized when control of the related goods are transferred to the customer.

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

The Company also generates sponsorship revenues for naming rights for, and rental of, the Company’s arena and gaming trucks. Sponsorship revenues from naming rights of the Company’s ~~Las Vegas~~ esports arena and from sponsorship arrangements are recognized on a straight-line basis over the contractual term of the agreement. The Company records deferred revenue to the extent that payment has been received for services that have yet to be performed.

In-person revenue was comprised of the following for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Event revenue $ 1,002,452 $ 126,289 $ 1,420,364 $ 412,361
Sponsorship revenue 161,825 314,924 535,355 1,305,014
Food and beverage revenue 129,549 34,427 300,357 266,726
Ticket and gaming revenue 159,533 118,996 357,488 270,247
Merchandising revenue 2,508 678 14,117 19,065
Other revenue - 618 100 722
Total in-person revenue $ 1,455,867 $ 595,932 $ 2,627,781 $ 2,274,135

~~Multiplatform content revenue~~

The Company’s multiplatform content revenue is comprised of distribution revenue. Distribution revenue is generated primarily through the development, promotion, and execution of Esports Tournaments covering multiple, Company-approved game titles. The Company recognizes distribution revenue pursuant to the terms of each individual contract with the customer and records deferred revenue to the extent the Company received a payment for services that have yet to be performed or products that have yet to be delivered. The Company recorded multiplatform content revenue of $229,961 and $383,684, respectively, for the three and nine months ended September 30, 2021, and $951 for the three and 9 months ended September 30, 2020.

~~The following table summarizes our revenue recognized in our condensed consolidated statements of operations:~~

	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2021		2020		2021		2020		2022		2021		2022		2021

Revenues Recognized at a Point in Time:
Event revenue	$	1,002,452	$	126,289	$	1,420,364	$	412,361	$	664,547	$	307,470	$	1,201,144	$	417,911
Distribution revenue		229,961		951		383,684		951
Sponsorship revenue										156,250		129,237		1,482,500		373,531
Food and beverage revenue		129,549		34,427		300,357		266,726		158,342		100,104		359,660		170,808
Ticket and gaming revenue		159,533		118,996		357,488		270,247		133,372		129,311		251,151		197,955
Sponsorship revenue		-		2,502		-		2,502
Merchandising revenue		2,508		678		14,117		19,065		16,860		4,664		37,982		11,609
Other revenue		-		618		100		722		-		100		-		100
Total Revenues Recognized at a Point in Time		1,524,003		284,461		2,476,110		972,574

Revenues Recognized Over a Period of Time:
Sponsorship revenue		161,825		312,422		535,355		1,302,512
Total Revenues Recognized Over a Period of Time		161,825		312,422		535,355		1,302,512
Total Revenues	$	1,685,828	$	596,883	$	3,011,465	$	2,275,086
Total in-person revenue									$	1,129,371	$	670,886	$	3,332,437	$	1,171,914

ALLIED ESPORTS ENTERTAINMENT, INC

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~(unaudited)~~

Multiplatform revenue

Multiplatform revenue was comprised of the following for the three and six months ended June 30, 2022 and 2021:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

NFT revenue	$	27,690	$	-	$	236,448	$	-
Distribution revenue		773		153,723		1,003		153,723
Total multiplatform revenue	$	28,463	$	153,723	$	237,451	$	153,723

The Company’s NFT revenue was generated from the sale of non-fungible tokens (NFTs). The Company’s NFTs exist on the Ethereum Blockchain under the Company’s EPICBEAST brand, a digital art collection of 1,958 unique beasts inspired by past and present e-sport games. The Company uses the NFT exchange, OpenSea, to facilitate its sales of NFTs. The Company, through OpenSea, has custody and control of the NFT prior to the delivery to the customer and records revenue at a point in time when the NFT is delivered to the customer and the customer pays. The Company has no obligations for returns, refunds or warranty after the NFT sale.

The Company also earns a royalty of up to 10% of the sale price when an NFT is resold by its owner in a secondary market transaction. The Company recognizes this royalty as revenue when the sale is consummated.

The Company’s distribution revenue is generated primarily through the distribution of content to online channels. Any advertising revenue earned by online channels is shared with the Company. The Company recognizes online advertising revenue at the point in time when the advertisements are placed in the video content.

Revenue recognition

The following table summarizes our revenue recognized under ASC 606 in our condensed consolidated statements of operations:

	For the Three Months Ended				For the Six Months Ended
	June 30,				June 30,
	2022		2021		2022		2021

Revenues Recognized at a Point in Time:
Event revenue	$	664,547	$	307,470	$	1,201,144	$	417,911
NFT revenue		27,690		-		236,448		-
Food and beverage revenue		158,342		100,104		359,660		170,808
Ticket and gaming revenue		133,372		129,311		251,151		197,955
Merchandising revenue		16,860		4,664		37,982		11,609
Distribution revenue		773		153,723		1,003		153,723
Other revenue		-		100		-		100
Total Revenues Recognized at a Point in Time		1,001,584		695,372		2,087,388		952,106

Revenues Recognized Over a Period of Time:
Sponsorship revenue		156,250		129,237		1,482,500		373,531
Total Revenues Recognized Over a Period of Time		156,250		129,237		1,482,500		373,531
Total Revenues	$	1,157,834	$	824,609	$	3,569,888	$	1,325,637

ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

The timing of the Company’s revenue recognition may differ from the timing of payment by its customers. A receivable is recorded when revenue is recognized prior to payment and the Company has an unconditional right to payment. Alternatively, when payment precedes the provision of the related services, the Company records deferred revenue until the performance obligations are satisfied. As of June 30, 2022 and December 31, 2021, the Company had contract liabilities of $705,776 and $141,825, respectively, which is included in deferred revenue on the condensed consolidated balance sheet.

~~Concentration Risks~~Digital Assets

The Company purchases Ether cryptocurrency and accepts Ether as a form of payment for NFT sales. The Company accounts for digital assets held as the result of the purchase or receipt of Ether, as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other. The Company has ownership of and control over the digital assets and the Company may use third-party custodial services to secure them. The digital assets are initially recorded at cost and are subsequently remeasured, net of any impairment losses incurred since the date of acquisition.

The Company determines the fair value of its digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement, based on quoted prices on the active exchange(s) that the Company has determined is the principal market for Ether (Level 1 inputs). The Company performs an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that the Company’s digital assets are impaired. In determining if an impairment has occurred, the Company considers the lowest market price quoted on an active exchange since acquiring the respective digital asset. If the then current carrying value of a digital asset exceeds the fair value, an Impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value of such assets.

The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented net of any impairment losses for the same digital assets held. In determining the gain or loss to be recognized upon sale, the Company calculates the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. Impairment losses and gains or losses on sales are recognized within operating expenses in our condensed consolidated statements of operations and comprehensive loss. The Company recorded an impairment loss of $164,411 for the three and six months ended June 30, 2022.

The following table sets forth changes in our digital assets:

Balance, December 31, 2021	$	-
Purchases		41,026
Received from customers		228,245
Expenses paid using digital assets		(41,026	)
Impairment loss		(164,411	)
Balance, June 30, 2022	$	63,834

ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Concentration Risks

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed Federal Deposit Insurance Corporation (“FDIC”) insured limits. The Company has not experienced any losses in such accounts, periodically evaluates the creditworthiness of the financial institutions and has determined the credit exposure to be negligible.

During the three months ended ~~September~~June 30, 2022 and 2021, 7% and ~~2020, 1% and 18%~~5%, respectively, of the Company’s revenues from continuing operations were from customers in foreign countries. During the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, 4% and ~~2020, 3% and 14%~~7%, respectively, of the Company’s revenues from continuing operations were from customers in foreign countries.

During the three months ended ~~September~~June 30, ~~2021,~~2022, the Company’s 2three largest customers accounted for ~~32%~~21%, 13% and ~~14%~~12% of the Company’s consolidated revenues from continuing operations. During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, the Company’s 4 largest ~~customers~~customer accounted for ~~22%, 15%, 13% and 11%~~28% of the Company’s consolidated revenues from continuing operations. During the three months ended ~~September~~June 30, ~~2020,~~2021, the Company’s 3two largest customers accounted for ~~46%, 15%,~~18% and ~~11%~~14% of the Company’s consolidated revenues from continuing operations. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company’s 2two largest customers accounted for ~~53%~~22% and ~~18%~~17% of the Company’s consolidated revenues from continuing operations.

Foreign Currency Translation

The Company’s reporting currency is the United States Dollar. The functional currencies of the Company’s operating subsidiaries are their local currencies (United States Dollar and Euro). Euro-denominated assets and liabilities are translated into the United States Dollar using the exchange rate at the balance sheet date ~~(1.1589~~(1.0449 and ~~1.2264,~~1.1342, at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively), and revenue and expense accounts are translated using the weighted average exchange rate in effect for the period ~~(1.1790~~(1.0653 and ~~1.1243~~1.2050 for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively). Resulting translation adjustments are made directly to accumulated other comprehensive ~~(loss)~~ income. Losses of $735 and $660 arising from exchange rate fluctuations on transactions denominated in a currency other than the reporting currency for the six months ended June 30, 2022 and 2021, respectively, are recognized in operating results in the accompanying condensed consolidated statements of operations. The Company engages in foreign currency denominated transactions with customers and suppliers, as well as between subsidiaries with different functional currencies.

Subsequent Events

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the condensed consolidated financial ~~statements, except as disclosed.~~

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~Discontinued Operations~~statements.

The assets and liabilities of WPT are classified as “discontinued operations” as of December 31, 2020 and are reflected in the accompanying condensed consolidated balance sheets as “Assets of discontinued operations” and “Liabilities of discontinued operations,” respectively. Discontinued Operations

The results of operations of WPT for the three and six months ended June 30, 2021 are included in “Income ~~(loss)~~ from discontinued operations, net of tax provision” in the accompanying condensed consolidated statements of ~~operations and comprehensive loss. For comparative purposes, all prior periods presented have been reclassified to reflect the classifications on a consistent basis.~~operations.

ALLIED ESPORTS ENTERTAINMENT, INC AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

Reclassifications

Certain prior year balances have been reclassified in order to conform to the current year presentation. These reclassifications ~~have~~had no effect on previously reported results of operations or loss per share.

Recently ~~Issued~~Adopted Accounting Pronouncements

On May 3, 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. ~~The Company is evaluating this new standard.~~

~~Recently Adopted Accounting Pronouncements~~

In March 2019, the FASB issued ASU 2019-02, which aligns the accounting for production costs of episodic television series with the accounting for production costs of films. In addition, ASU 2019-02 modifies certain aspects of the capitalization, impairment, presentation and disclosure requirements in Accounting Standards Codification (“ASC”) 926-20 and the impairment, presentation and disclosure requirements in ASC 920-350. This ASU must be adopted on a prospective basis and is effective for annual periods beginning after December 15, 2020, including interim periods within those years, with early adoption permitted. This standard was adopted on January 1, ~~2021~~2022 and did not have a material impact on the Company’s condensed consolidated financial ~~statements or disclosures.~~

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 effective for January 1, 2021 and its adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.statements.

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~Note 3 – Sale of WPT~~

~~Transaction~~

During the first quarter of 2021, AESE entered into the SPA to sell the equity interests of its subsidiaries that own and operate its WPT business (the “Sale Transaction”), subject to shareholder and regulatory approvals, for a total base purchase price of $105 million. This base purchase price was adjusted to reflect the amount of CSI’s cash (less cash required to satisfy employee payment obligations), indebtedness and accrued and unpaid transaction expenses as of the closing of the Sale Transaction. The WPT business has been recast as discontinued operations, and the assets and liabilities of WPT are classified as assets and liabilities of discontinued operations. See Note 1 – Business Organization and Nature of Operations.

In reaching its decision to enter into the SPA, the Company’s Board of Directors, in consultation with management as well as its financial and legal advisors, considered a number of factors, including the risks and challenges facing the WPT business in the future as compared to the opportunities available to the WPT business in the future, and the availability of strategic alternatives. After careful consideration, the Board of Directors unanimously approved the SPA.

On July 12, 2021, the Company consummated the sale of the WPT business. Immediately prior to the Sale Transaction, WPT forgave $9,370,261 of amounts due from affiliates, which was recorded as an equity transaction on the stand-alone books of WPT and its affiliates and did not have an effect on the consolidated financial statements. The Company recorded a gain on the sale of the WPT business in the amount of $80,429,729, as follows:

Cash consideration for sale of WPT ⁽¹⁾ $ 106,155,004

Less: book value of assets sold:
Cash 3,579,988
Accounts receivable 2,999,352
Restricted cash 100,000
Prepaid expenses and other assets 264,385
Property and equipment, net 1,429,706
Goodwill 4,083,621
Intangible assets, net 10,986,463
Deposits 79,500
Deferred production costs 12,684,054
Net book value of assets sold 36,207,069

Add: Liabilities assumed by buyer
Accounts payable 487,579
Accrued expenses and other liabilities 5,567,072
Deferred revenue 1,807,176
Deferred rent 2,619,967
Total liabilities assumed 10,481,794
Gain on Sale of WPT $ 80,429,729

~~(1)~~

~~Subject to post-closing adjustments.~~

Management has determined that there are no current federal or state income taxes payable in connection with the sale of WPT, after considering the Company’s tax basis in the stock of WPT, as well as the Company’s projected tax losses for the 2021 tax year. Further, if needed, the Company has net operating loss carryforwards that are available to offset any tax liability.

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~About WPT~~

WPT is an internationally televised gaming and entertainment company with brand presence in land-based tournaments, television, online and mobile applications. WPT has been involved in the sport of poker since 2002 and created a television show based on a series of high-stakes poker tournaments. WPT also operates ClubWPT.com, a subscription-based site that offers its members inside access to the WPT content database, as well as sweepstakes-based poker product that allows members to play for real cash and prizes. WPT also participates in strategic brand licensing, partnership, and sponsorship opportunities.

~~Results of Discontinued Operations~~

~~Net income from discontinued operations details are as follows:~~

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2021⁽¹⁾ 2020 2021⁽¹⁾ 2020

Revenues $ 839,005 $ 5,291,419 $ 13,017,362 $ 14,240,556
Operating costs and expenses 3,990,745 4,798,588 14,805,920 13,613,988
(Loss) income from operations (3,151,740 ) 492,831 (1,788,558 ) 626,568
Gain on sale of WPT 80,429,729 - 80,429,729 -
Other (expense) income, net - (1,693 ) 689,525 4,110
Net income from discontinued operations, before tax 77,277,989 491,138 79,330,696 630,678
Income tax - - - -
Income from discontinued operations, net of tax provision $ 77,277,989 $ 491,138 $ 79,330,696 $ 630,678

~~(1)~~

~~Through the date of the Sale Transaction on July 12, 2021.~~

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

Note 43 – Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

September 30, December 31,
2021 2020
Compensation expense $ 1,608,732 $ 1,010,734
⁽¹⁾
Current portion of deferred rent 190,719 148,919
Event costs 1,668 26,926
Legal and professional fees 701,546 307,135
Warrant liabilities 4,100 3,000
Unclaimed player prizes 12,272 45,171
Other accrued expenses 288,341 445,132
Other current liabilities 12,727 -
$ 2,820,105 $ 1,987,017

~~(1)~~

Accrued compensation expense as of December 31, 2020 includes approximately $571,000 payable to the employees of the Company’s continuing operations for their 2020 services. The Company paid such compensation from the proceeds of the Sale Transaction.

~~Note 5 – Convertible Debt and Convertible Debt, Related Party~~

~~As of December 31, 2020, the Company’s convertible debt consisted of the following:~~

December 31, 2020
Gross
Principal
Amount Debt
Discount Convertible
Debt,
Net of
Debt Discount
Convertible debt $ 1,000,000 $ - $ 1,000,000
Convertible debt, related party 1,000,000 - 1,000,000
Senior secured convertible notes 581,818 (3,646 ) 578,172
Total 2,581,818 (3,646 ) 2,578,172
Less: current portion (2,000,000 ) - (2,000,000 )
Convertible debt, non-current $ 581,818 $ (3,646 ) $ 578,172

~~As of September 30, 2021, the Company repaid all convertible debt. See below for details.~~

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~Convertible Debt and Convertible Debt, Related Party~~

The Company recorded interest expense of $2,959 and $62,424 related to the Convertible Bridge Notes during the three and nine months ended September 30, 2021, respectively, and recorded interest expense of $32,919 and $1,255,497 (including amortization of debt discount of $2,693 and $154,500, respectively) during the three and nine months ended September 30, 2020. The Company repaid in full the Convertible Bridge Notes from the proceeds of the Sale Transaction (see Note 3 – Sale of WPT). There was no balance outstanding on the convertible debt and all related debt discount has been fully amortized as of September 30, 2021.

The Company recorded interest expense of $2,958 and $62,425 related to a Convertible Bridge Note owed to a related party (the “Related Party Convertible Debt”) during the three and nine months ended September 30, 2021, respectively, and recorded interest expense of $32,919 and $130,052 (including amortization of debt discount of $2,693 and $11,885, respectively) during the three and nine months ended September 30, 2020. The Company repaid the Related Party Convertible Debt in full the from the proceeds of the Sale Transaction (see Note 3 – Sale of WPT). There was no balance outstanding on the Related Party Convertible Debt and all related debt discount has been fully amortized as of September 30, 2021.

~~Senior Secured Convertible Notes~~

During January 2021, the Company issued 529,383 shares of its common stock, as Monthly Redemption Payments in satisfaction of an aggregate amount of $581,818 of principal and $93,091 of interest payable owed on the Senior Notes as well as $146,958 of non-cash interest accrued on the Senior Notes. Of the 529,383 shares issued, 132,346 shares were issued in connection with accelerated Monthly Redemption Payments in the aggregate amount of $168,727 (representing $145,454 and $23,273 of principal and interest, respectively). The Company recorded additional non-cash interest expense in the amount of $0 and $46,110 in connection with Monthly Redemption Payments during the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, all principal and interest owed in connection with the Senior Notes has been repaid in full.

~~Note 6 – Bridge Note Payable~~

The Company recorded interest expense of $5,136 and $89,643, respectively, during the three and nine months ended September 30, 2021, and recorded interest expense of $17,742 and $17,742, respectively, during the three and nine months ended September 30, 2020, in connection with the Bridge Note. The Company repaid the Bridge Note in full from the proceeds of the Sale Transaction. See Note 3 - Sale of WPT.

~~Note 7 – Loans Payable~~

During May 2020, the Company’s continuing operations received aggregate cash proceeds of $907,129 pursuant to two loans (the “PPP Loans”) provided in connection with the Paycheck Protection Program (“PPP”) under the CARES Act. The PPP Loans bore interest at 0.98% per annum. Monthly amortized principal and interest payments were scheduled to begin in July 2021 and the notes were scheduled to mature in April 2022. While the PPP Loans currently have two-year maturities, the amended law permits the borrower to request five-year maturities from its lenders. The Company received full forgiveness of the PPP Loans in August 2021.

The Company recorded interest expense of $756 and $5,163 related to the PPP Loans for the three and nine months ended September 30, 2021 and $3,936 and $6,626, respectively, for the three and nine months ended September 30, 2020, respectively.

	June 30,			December 31,
	2022			2021
Compensation expense	$	2,422,079		$	2,202,621
Current portion of deferred rent		203,212			198,504
Event costs		15,003			8,874
Legal and professional fees		21,470			368,691
Warrant liabilities		70,000			3,200
Other accrued expenses		39,214			172,858
Other current liabilities		31,431			11,497
Total	$	2,802,409		$	2,966,245
Less: non current portion of accrued compensation expense		(83,333	)		-
Accrued expenses and other current liabilities	$	2,719,076		$	2,966,245

ALLIED ESPORTS ENTERTAINMENT, INC

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~(unaudited)~~

Note 84 – Commitments and Contingencies

Litigations, Claims, and Assessments

The Company is involved in various disputes, claims, liens and litigation matters arising out of the normal course of business. While the outcome of these disputes, claims, liens and litigation matters cannot be predicted with certainty, after consulting with legal counsel, management does not believe that the ~~ultimate~~ outcome of these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows.

~~Principal Shareholder Matter~~Resignation of Chief Executive Officer

During August 2021, the Company received a $2.3 million expense reimbursement request from a principal shareholder. The principal shareholder alleges that former officers of the Company verbally agreed to reimburse certain costs of the principal shareholder that were incurred in connection with specified Company transactions. The Company is evaluating the approval, authorization, nature and reasonableness of the costs related to this matter and is in discussions with the principal shareholder. The Company has not recorded an accrual as of September 30, 2021.

~~Operating Leases~~

On November 5, 2020, Allied Esports entered into an amendment of its lease of event space in Las Vegas Nevada (the “Amended Las Vegas Lease”), pursuant to which (i) $299,250 of deferred minimum monthly rent and additional rent due under the lease for the period from April 1, 2020 through June 3, 2020 must be paid in its entirety by December 31, 2021; (ii) the monthly rent to be paid for the period from June 25, 2020 through December 31, 2020 (the “Rent Relief Period) was reduced to an amount equal to 20% of gross sales (excluding food sales) at the event space (the “Percentage Rent”), (iii) the initial term of the lease was extended for two additional months until May 31, 2023, and (iv) the option period to extend the lease was extended to between April 1, 2022 and September 30, 2022. Pursuant to the Amended Las Vegas Lease, if the aggregate Percentage Rent during the Rent Relief Period is less than $194,000, Allied Esports must pay the shortfall no later than December 31, 2021. The Company met the minimum aggregate Percentage Rent each month during the Rent Relief Period. The Company and the landlord of the event space agreed to extend the Rent Relief Period through the second quarter of 2021.

The Company’s aggregate incurred rent expense in the amount of $364,085 and $449,191 during the three months ended September 30, 2021 and 2020, respectively, and $1,111,138 and $1,381,817 during the nine months ended September 30, 2021 and 2020, respectively. Of the aggregate rent incurred during the three months ended September 30, 2021 and 2020, $317,550 and $353,887, respectively, was included within in-person costs and $46,535 and $95,304, respectively, was included in general and administrative expenses on the condensed consolidated statements of operations. Of the aggregate rent incurred during the nine months ended September 30, 2021 and 2020, $891,977 and $1,068,440, respectively, was included within in-person costs and $219,161 and $313,377, respectively, was included in general and administrative expenses on the condensed consolidated statements of operations.

AESE is currently the guarantor of WPT’s lease of Irvine, California office space (the “Irvine Lease”). The lease expires on October 1, 2033. Current base rent pursuant to the Irvine Lease is $41,027 per month, increasing to $58,495 per month over the term of the lease.

AESE is currently the guarantor of WPT’s lease of Los Angeles, California office space (the “LA Lease”). The lease expires on November 30, 2031. Current base rent pursuant to the LA Lease is $38,533.50 per month, increasing to $51,785.80 per month over the term on the lease.

~~The Company and the purchaser of WPT are working toward releasing the Company as a guarantor on the Irvine and LA leases as part of the Sale Transaction. See Note 3 – Sale of WPT.~~

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~Resignation of Chief Executive Officer~~

On ~~July 13, 2021, Frank Ng~~February 18, 2022, Libing (Claire) Wu resigned as Chief Executive Officer and General Counsel of the ~~Company, effective immediately.~~Company. In connection with ~~his~~her resignation, the Company entered into a ~~Release and~~ Separation Agreement and Release with ~~Mr. Ng~~Ms. Wu (the ~~“Separation Agreement”~~“Release”) pursuant to which, among other things, ~~Mr. Ng has agreed to provide reasonable assistance to~~Ms. Wu released the Company ~~(when, as and if requested) in connection with the Company’s Esports division, Mr. Ng released~~from any and all claims heshe may have against the Company ~~and its subsidiaries~~ (subject to certain exclusions), and the Company agreed to provide ~~Mr. Ng~~Ms. Wu with certain separation benefits, including ~~$400,000 (gross)~~$750,000 in severance ~~pay~~ payable over ~~a twelve-month~~an 18-month period and was expensed immediately, accelerated the vesting of ~~225,000~~200,000 unvested stock options previously granted to ~~Mr. Ng~~Ms. Wu pursuant to an Option Agreement dated effective ~~November 21, 2019,~~July 13, 2021, extended the exercise period to exercise such options to July 13, 2031, respectively, and accelerated the vesting of ~~all unvested~~80,000 shares of restricted stock previously granted to ~~Mr. Ng~~Ms. Wu pursuant to an Executive Restricted Stock Agreement dated ~~August 7, 2020.~~July 13, 2021. As no future substantive services will be performed by Ms. Wu, the Company recognized stock-based compensation expense of $0 and $258,979 related to the modification of these awards in the three and six months ended June 30, 2022. At June 30, 2022, $500,000 and $83,333 of current and non-current accrued expenses, respectively, is included on the balance sheet. The Release also contains a customary non-disparagement provision.

~~In addition, the Separation Agreement provides for an amendment to the terms~~Board of ~~the restricted stock units previously granted to Mr. Ng. See Note 9 – Stockholders’ Equity, Restricted Stock Units.~~

~~Appointment of Chief Executive Officer, President and General Counsel~~Directors

On ~~July 13, 2021,~~February 18, 2022, Jerry Lewin resigned as a Class C Director of the Company. In appreciation of Mr. Lewin’s services to the Company ~~appointed Libing (Claire) Wu~~ as ~~its Chief Executive Officer, President~~a director, Chair of the Compensation Committee and ~~General Counsel.~~a member of the Audit Committee, the Company paid to Mr. Lewin $25,000, accelerated the vesting of 40,000 unvested stock options previously granted to Mr. Lewin pursuant to an option agreement dated effective May 6, 2021, and extended the exercise period of such options to May 6, 2031. The Company ~~entered into an employment agreement (the “CEO Agreement”) with Ms. Wu that provides for, among other things, payment to Ms. Wu~~recognized stock-based compensation expense of ~~an annual base salary equal to $500,000, subject to certain cost-of-living adjustments.~~

~~Ms. Wu is also eligible to receive an annual incentive bonus of up to 60% of her annual salary, determined at the discretion of the Board of Directors~~$0 and ~~subject~~$32,909 related to the ~~attainment~~modification of ~~certain Board objectives. In addition, Ms. Wu received a $200,000 bonus payable upon~~these awards for the ~~commencement of her employment. Also, upon commencement of her employment, Ms. Wu was granted 80,000 shares of restricted common stock, subject to transfer~~three and ~~forfeiture restrictions until the shares vest on August 16,~~six months ended June 30, 2022, and ten-year stock options to purchase up to 200,000 shares of the Company’s common stock at an exercise price of $2.21 per share that are scheduled to vest in four equal annual installments commencing on the one-year anniversary of the grant date.

respectively.

The CEO Agreement expires automatically on the five-year anniversary of the effective date. However, the CEO Agreement may be extended for additional periods of up to one year by the parties’ mutual written agreement at least thirty days prior to expiration of the current term. The CEO Agreement can be terminated by the Company or by Ms. Wu prior to expiration.

In the event the CEO Agreement is terminated without cause (as described in the CEO Agreement) by the Company, or by Ms. Wu for good reason (as described in the CEO Agreement), Ms. Wu is entitled to receive severance from the Company equal to eighteen months of base salary, then in effect at the time of termination, payable over an eighteen-month period in equal installments on the Company’s regular pay dates, less applicable taxes and withholdings. Ms. Wu shall also receive any accrued, but unused vacation pay.

ALLIED ESPORTS ENTERTAINMENT, INC

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~(unaudited)~~

~~Board of Directors~~

On March 29, 2021, the Company’s Board of Directors (“Board”) increased the size of its Board from 10 directors to 11 directors. Yangyang Li was appointed as a Class A Director to fill the vacancy created by the Board’s increase in the size of the Board.

Ho Min Kim and Maya Rogers resigned from the Company’s Board of Directors (“Board”) on May 5, 2021. In connection with Ms. Rogers’ and Mr. Kim’s resignations, the Board permitted the accelerated vesting of 10,000 outstanding options previously issued to each person for their director services scheduled to vest on September 19, 2021 and extended the exercise period to exercise 20,000 vested outstanding options issued to each person to September 19, 2029. Given the foregoing resignations, the Board elected Libing (Claire) Wu as a Class C Director, and Jingsheng Lu as a Class B Director, to serve in the vacancies created by the resignations of Mr. Kim and Ms. Rogers, effective May 6, 2021.

On May 3, 2021, Frank Ng resigned from the Board of Directors (the “Board”). In connection with Mr Ng’s resignation, the Board permitted the accelerated vesting of 10,000 outstanding options previously issued to Mr. Ng for his director services scheduled to vest on September 19, 2021 and extended the exercise period to exercise 20,000 vested outstanding options issued to Mr. Ng to September 19, 2029. The Company appointed Jerry Lewin to serve as a Class C director on the Board and fill the vacancy on the Board created as a result of Mr. Ng’s resignation.

On August 12, 2021, Tae Hyung Steve Kim resigned from the Board. On August 13, 2021, the Company appointed Alexander Misch to serve as a Class B Director on the Board and fill the vacancy on the Board created as a result of Mr. Kim’s resignation. On November 5, 2021, Mr. Misch resigned from the Board. On November 11, 2021, the Company appointed Guanzhou (Jerry) Qin to serve as a Class B Director on the Board and fill the vacancy on the Board created as a result of Mr. Misch’s resignation.

On July 6, 2021, the Board approved the following compensation for non-executive directors: (i) annual $30,000 fee for director services; (ii) annual $10,000 fee for non-chair committee services (capped at $10,000 per director); and (iii) annual $15,000 fee for committee chairs (capped at $15,000 per director). The Company has the option to pay such amounts in cash or stock from the Company’s incentive plan (valued at the closing price of AESE common stock on the trading day immediately prior to issuance), with the current fees payable in cash. The fees are payable monthly by the Company.

Note 95 – Stockholders’ Equity

~~2019 Equity Incentive Plan~~

On August 13, 2021, the Board approved an amendment to the 2019 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock authorized under the Plan from 3,463,305 shares to 7,800,000 shares, subject to the approval of the Company’s stockholders. On November 11, 2021, the Board approved revising the number of shares of common stock authorized under the Plan to be 3,763,305 shares, subject to the approval of the Company’s stockholders. As of September 30, 2021 there were 233,444 shares available under the plan.

~~Common Stock~~

On January 4, 2021, the Company issued to its non-executive directors an aggregate of 126,584 shares of common stock from its 2019 Equity Incentive Plan for their director services to the Company. The Company recognized stock-based compensation of $200,000 in connection with the issuance of these shares.

Stock Options

~~On May 6, 2021,~~During the ~~Company~~six months ended June 30, 2022, no options were granted, ten-year stock options to purchase an aggregate of 160,000 shares of common stock to its directors. The shares vest in equal annual installments over four years and have an exercise price of $2.48 per share, which represents the Company’s closing stock price on the day prior to the date of grant. The options had an aggregate grant date fair value of $145,777 and are being amortized into expense over the vesting period.exercised, expired, or forfeited.

On July 13, 2021, the Company granted ten-year stock options to purchase an aggregate of 200,000 shares of common stock to Ms. Wu. The shares vest in equal annual installments over four years and have an exercise price of $2.21 per share, which represents the Company’s closing stock price on the day prior to the date of grant. The options had an aggregate grant date fair value of $202,910 and are amortized over the vesting period.

~~ALLIED ESPORTS ENTERTAINMENT, INC~~

~~Notes to Condensed Consolidated Financial Statements~~

~~(unaudited)~~

~~The grant date value of the options granted were calculated using the Black-Scholes option pricing model, with the following assumptions used:~~

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2021 2020 2021 2020
Risk free interest rate 1.01 % 0.55% - 0.69 % 1.01% - 1.58 % 0.55% - 0.69 %
Expected term (years) 6.25 6.25 6.25 6.25
Expected volatility 46 % 38 % 40% - 46 % 38 %
Expected dividends 0.00 % 0.00 % 0.00 % 0.00 %
~~A summary of the option activity during the nine months ended September 30, 2021 is presented below:~~
Weighted Weighted
Average Average
Number of Exercise Remaining Intrinsic
Options Price Term (Yrs) Value

Outstanding, January 1, 2021 2,430,000 $ 4.15
Granted 360,000 2.33
Exercised - -
Expired - -
Forfeited (225,000 ) 4.51
Outstanding, September 30, 2021 2,565,000 $ 3.88 6.76 $ -

Exercisable, September 30, 2021 1,360,000 $ 4.09 4.79 $ -
~~Options outstanding and exercisable as of September 30, 2021 are as follows:~~
Options Outstanding Options Exercisable
Weighted
Outstanding Average Exercisable
Exercise Number of Remaining Life Number of
Price Options In Years Options
$ 2.11 80,000 8.75 20,000
$ 2.17 120,000 8.85 120,000
$ 2.21 200,000 - -
$ 2.48 160,000 - -
$ 4.09 1,725,000 3.74 1,050,000
$ 5.66 280,000 7.97 170,000
               2,565,000 4.79 1,360,000
In connection with the Sale Transaction, options for the purchase of an aggregate 340,000 common shares held by two officers of WPT became fully vested upon the consummation of the sale of WPT, pursuant to the original terms of the options agreements, and they were modified to permit exercise of the options for the remainder of the current option term. Further, options for the purchase of 187,500 common shares became vested upon the consummation of the sale of WPT and they were modified to permit exercise for a one-year period following the closing of the Sale Transaction. The Company recognized stock-based compensation expense included in discontinued operations, of approximately $156,000 related to the modification of these awards.

~~ALLIED ESPORTS ENTERTAINMENT, INC~~
~~Notes to Condensed Consolidated Financial Statements~~
~~(unaudited)~~
For the three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company recorded ~~$613,070~~$153,093 and ~~$312,117,~~$226,698, respectively, of stock-based compensation expense related to stock options issued as compensation, of which ~~$633,197~~$0 and ~~$55,063,~~$56,917, respectively, was included in net income of discontinued operations on the accompanying condensed consolidated statements of operations. During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the Company recorded ~~$1,122,767~~$472,044 and ~~$766,279,~~$509,697, respectively, of stock-based compensation expense related to stock options issued as compensation, of which ~~$746,410~~$0 and ~~$156,695,~~$113,213, respectively, was included in net income of discontinued operations on the accompanying condensed consolidated statement of operations. As of ~~September~~June 30, ~~2021,~~2022, there was ~~$1,191,826~~$748,737 of unrecognized stock-based compensation expense related to the stock options that will be recognized over the weighted average remaining vesting period of ~~2.56~~1.84 years.

Restricted Common Stock
A summary of the non-vested restricted common stock activity during the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 is presented below:

Weighted
Number of Average
Restricted Grant Date
Stock Fair Value
Non-vested balance, January 1, 2021 199,143 $ 2.03
Granted 80,000 2.00
Vested (174,143 ) 1.69
Forfeited (25,000 ) 2.17
Non-vested balance, September 30, 2021 80,000 $ 2.00
In connection with the Sale Transaction, 11,521 restricted shares of common stock held by an officer of WPT became fully vested upon the upon the consummation of the sale of WPT. The Company recorded a credit to stock-based compensation expense included in discontinued operations, of $15,466 related to the modification of these awards.
Weighted

Number of
Average

Restricted
Grant Date

Stock Fair Value
Non-vested balance, January 1, 2022 80,000 $ 2.00
Vested (80,000 ) 2.00
Non-vested balance, June 30, 2022 - $ -

For the three and six months ended ~~September~~June 30, ~~2021 and 2020,~~2022, the Company recorded ~~$58,923~~$0 and ~~$265,050,~~$82,345, respectively, of stock-based compensation expense related to restricted stock. For the three and six months ended June 30, 2021, the Company recorded $80,925 and $160,931, respectively, of stock-based compensation expense related to restricted stock ~~issued as compensation~~ of which ~~$(12,425)~~$13,712 and $13,836, respectively, was included in net income of discontinued operations on the accompanying condensed consolidated statements of operations. During the nine months ended September 30, 2021 and 2020, the Company recorded $219,853 and $496,361, respectively, of stock-based compensation expense related to restricted stock issued as compensation of which $14,848 and $26,302,$27,273, respectively, was included in net income of discontinued operations on the accompanying condensed consolidated statements of operations. As of ~~September~~June 30, ~~2021, there was $140,274 of unrecognized stock-based compensation expense related to~~2022, all restricted ~~stock that will be recognized over the weighted average remaining vesting period of 0.9 years.~~
~~Restricted Stock Units~~
On January 19, 2021, the Company entered into a Restricted Stock Unit Agreement with its then Chief Executive Officer (“CEO”), pursuant to which the CEO received restricted stock units having a stated value equal to $1,000,000. The restricted stock units represent the right to receive $1,000,000, contingent upon the closing of the Sale Transaction, which is payable upon the earlier of the two-year anniversary of the closing date of the Sale Transaction (provided that the CEO remains continuously employed by the Company through such date), or the termination of the CEO’s employment without cause after the closing of the Sale Transaction (as defined in his employment agreement) (as applicable, the “Vesting Date”). At the time of payment, the Company may elect to pay the $1,000,000 award in cash or in shares of common stock valued at the fair market value of our common stock on the Vesting Date, or any combination thereof. All issuances of common stock will be issued from the 2019 Equity Incentive Plan. If payments or benefits provided or to be provided by the Company or its affiliates to the CEO pursuant to the agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) that would be subject to the excise tax imposed under Section 4999 of the Code (collectively, the “Excise Tax”), payments to be made under the agreement will be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. Pursuant to the Separation Agreement, the Vesting Date was amended to be the earlier of (i) the sale of substantially all of the assets or equity interests comprising the Company’s esports business, or (ii) the two-year anniversary of the sale of CSI (provided that the CEO provides consulting services (when, as and if requested) to the Company through such date). The Company recorded a charge to stock-based compensation and a corresponding credit to accrued compensation expense in the amount of $100,000 and $300,000 for the three and nine months ended September 30, 2021, respectively, representing the amortization of this award. See Note 8 – Commitments and Contingencies – Resignation of Chief Executive Officer.fully vested.

~~Note 10 – Subsequent Events~~
On November 11, 2021, the Board approved the grant of ten-year stock options for the purchase of 150,000 shares of common stock to certain directors of the Company. The shares vest in equal annual installments over four years, subject to an earlier vesting upon the closing of an acquisition of another company; however, the options may not be exercised in full or in part until the Company’s shareholders have approved an increase in the number of shares authorized under the Company’s 2019 Stock Incentive Plan sufficient to permit the issuance of the shares underlying such options.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Statements

The following discussion and analysis of the results of operations and financial condition of Allied Esports Entertainment Inc. (the “Company”) as of ~~September~~June 30, ~~2021~~2022 and for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 should be read in conjunction with our financial statements and the notes to those financial statements that are included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis should be read in conjunction with the Company’s audited financial statements and related disclosures as of December 31, ~~2020~~2021 and for the year then ended, which are included in the Company’s Form 10-K (the “Annual Report”) filed with the Securities and Exchange Commission (“SEC”) on ~~April 13, 2021.~~May 26, 2022. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations to “us”, “we”, “our” and similar terms refer to the ~~Company.~~Company and its subsidiaries. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains statements that are forward-looking. These statements are based on current expectations and assumptions that are subject to risk, uncertainties and other factors. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Actual results could differ materially because of the factors discussed in “Risk Factors” in our Annual Report, and other factors that we may not know. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements above, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

The Company

~~Allied Esports Entertainment Inc., (“AESE” or “the Company”),~~The Company operates a premier public esports and entertainment company, consisting of the Allied Esports ~~business and, formerly,~~business. AESE also operated the World Poker Tour ~~business.~~business until AESE sold such business on July 12, 2021.
Allied Esports

Gaming is one of the largest and fastest growing markets in the entertainment sector, with an estimated 2.56 billion gamers playing esports globally, and esports is the major driver of this growth. Esports, short for “electronic sports,” is a general label that comprises a diverse offering of competitive electronic games that gamers play against each other. ItAccording to Newzoo (a global leader in providing market data and insights into gaming, esports and mobile device industries), it is projected that by ~~2023, 646~~2026, 640.8 million people will be watching esports globally, and that global esports revenue will grow to approximately ~~$1.5~~$1.8 billion.

The esports gaming industry is relatively new and is challenging. Competition is rapidly developing. Allied Esports’ business relies upon its ability to grow and garner an active gamer community, and successfully monetize this community through tournament fees, live event ticket sales, and advertising and sponsorships utilizing a three-pillar approach, which includes:
● in-person experiences;
● developing multiplatform content; and
● providing interactive services.
Its growth also depends, in part, on its ability to respond to technological evolution, shifts in gamer trends and demands, introductions of new games, game publisher intellectual property right practices, and industry standards and practices. While change in this industry may be inevitable, Allied Esports will try to adapt its business model as needed to accommodate change and remain on the forefront of its competitors, by collaborating with its strategic investors, including certain affiliates of Simon Property Group, Inc., a global leader in the ownership of premier shopping, dining, entertainment, and mixed-use destinations (“Simon”), and with certain affiliates of Brookfield Property Partners, one of the world’s premier real estate companies. competitors.

Allied Esports’ business plan requires significant capital expenditures, and it expects its operating expenses to increase significantly as it continues to expand its marketing efforts and operations in existing and new geographies and vertical markets (including its online esports tournament and gaming subscription platform it intends to develop). A key element of Allied Esports’ growth strategy is to extend its brand by opening additional flagship arenas throughout the world and by licensing the Allied Esports brand to third party esports arena operators, which it believes will provide attractive returns on investment.

~~COVID-19 Pandemic.~~ The magnitude and duration of the COVID19 pandemic has had a significant adverse effect on the Company. As a global entertainment company that hosts numerous live events with spectators and participants in destination cities, such outbreak has caused people to avoid traveling to and attending our events. Allied Esports and WPT businesses have cancelled or postponed live events, and until Allied Esports’ flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada reopened on June 25, 2020 these businesses were operating online only. Truck events in Europe have been slow to return but the arena is currently running at full capacity for daily play and weekly tournaments. and, given the positive effects of vaccines on the US and global populations along with relaxed restrictions on travel and social gatherings, we expect that such impacts will be less significant on our future operations and liquidity.
Results of Operations
Continuing Operations

Our continuing operations consist of our esports gaming operations, which take place at global competitive esports properties designed to connect players and fans via a network of connected arenas. We offer esports fans state-of-the-art facilities to compete against other players in esports competitions, host live events with esports superstars that potentially stream to millions of viewers worldwide, produce and distribute esports content with at our on-site production facilities and studios. At our flagship arena in Las Vegas, Nevada, we provide an attractive facility for hosting corporate events, tournaments, game launches orand other events. Additionally, Allied Esports has two mobile esports arenas, which are 18-wheel semi-trailers that convert into first class esports arenas and competition stages with full content production capabilities and interactive talent studios.

Discontinued Operations

~~WPT~~The World Poker Tour (“WPT”) is an internationally televised gaming and entertainment ~~company~~ with brand presence in land-based poker tournaments, television, online and ~~mobile applications. WPT has been involved~~mobile. Leading innovation in the sport of poker since 2002, ~~and created~~WPT helped ignite the global poker boom with the creation of a unique television show based on a series of high-stakes poker tournaments. WPT also operates ClubWPT.com, a subscription-based site that offers its members inside access to the WPT content database, as well as sweepstakes-based poker product that allows members to play for real cash and prizes. WPT also participates in strategic brand licensing, partnership, and sponsorship opportunities.
On July 12, 2021, we consummated the sale of the WPT business for ~~$106.2~~$106.0 million. ~~The Company recorded a gain on the sale of WPT as follows:~~
Cash consideration for sale of WPT ⁽¹⁾ $ 106,155,004

Less:  book value of assets sold:
Cash 3,579,988
Accounts receivable 2,999,352
Restricted cash 100,000
Prepaid expenses and other assets 264,385
Property and equipment, net 1,429,706
Goodwill 4,083,621
Intangible assets, net 10,986,463
Deposits 79,500
Deferred production costs 12,684,054
Net book value of assets sold 36,207,069

Add: Liabilities assumed by buyer
Accounts payable 487,579
Accrued expenses and other liabilities 5,567,072
Deferred revenue 1,807,176
Deferred rent 2,619,967
Total liabilities assumed 10,481,794

Gain on Sale of WPT $ 80,429,729
⁽¹⁾ ~~Subject to post-closing adjustments.~~
We have determined that there are no current federal or state income taxes payable in connection with the sale of WPT, after considering our tax basis in the stock of WPT, as well as our projected tax losses for the 2021 tax year. Further, if needed, there are net operating loss carryforwards available to offset any tax liability.
As a result of the sale of WPT, the WPT business has been recast as discontinued operations.

Results of Operations for the Three Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

For the
Three Months Ended
For the
Three Months Ended
September 30, Increase June 30, Favorable
(in thousands) 2021 2020 (Decrease) 2022 2021 (Unfavorable)

Revenues:
In-person $ 1,456 $ 596 $ 860 $ 1,129 $ 671 $ 458
Multiplatform content 230 1 229 29 154 (125 )
Total Revenues 1,686 597 1,089 1,158 825 333
Costs and Expenses:
In-person (exclusive of depreciation and amortization) 1,250 640 610 1,079 655 (424 )
Multiplatform content (exclusive of depreciation and amortization) 87 - 87 43 127 84
Online operating expenses 37 35 2
Selling and marketing expenses 88 53 35 62 85 23
General and administrative expenses 3,197 2,270 927 2,621 3,339 718
Stock-based compensation 151 508 (357 )
Depreciation and amortization 806 906 (100 ) 809 808 (1 )
Impairment of digital assets 164 - (164 )
Total Costs and Expenses 4,778 5,014 236
Loss From Operations (3,930 ) (3,815 ) 115 (3,620 ) (4,189 ) 569
Gain on forgiveness of PPP loans and interest 912 - 912
Other income (expense), net 55 (3 ) 58
Extinguishment loss on acceleration of debt redemption - (1,734 ) (1,734 )
Interest expense (12 ) (1,488 ) (1,476 )
Other expense, net (73 ) (40 ) (33 )
Interest income (expense), net 4 (104 ) 108
Loss from continuing operations (2,975 ) (7,040 ) (4,065 ) (3,689 ) (4,333 ) 644
Income from discontinued operations, net of tax provision - 1,393 (1,393 )
(Loss) income from discontinued operations before sale of WPT (3,152 ) 491 (3,643 )
Gain on sale of WPT 80,430 - 80,430
Income from discontinued operations 77,278 491 76,787
Net income (loss) $ 74,303 $ (6,549 ) $ 80,852
Net Loss $ (3,689 ) $ (2,940 ) $ (749 )

Revenues

In-person ~~experience~~ revenues increased by approximately ~~$860 thousand,~~$0.5 million, or ~~144%~~68%, to approximately ~~$1.5~~$1.1 million for the three months ended ~~September~~June 30, ~~2021~~2022, from approximately ~~$596 thousand~~$0.7 million for the three months ended ~~September~~June 30, ~~2020.~~2021. The increase of in-person ~~experience~~ revenues was driven by a ~~$876 thousand~~$0.2 million increase in ~~event~~truck revenue from an agreement with NASCAR entered into in 2022, and a ~~$95 thousand~~$0.3 million increase in rental and food and beverage revenue ~~and a $40.5 thousand increase in ticket and gaming revenue. These increases are a direct result~~primarily attributable to the removal of ~~the~~ COVID-19 pandemic ~~in 2020 and removal of~~related capacity restrictions at the Company’s HyperX Esports Arena in ~~the arena for the three months ended September 30,~~Las Vegas on June 1, 2021. These increases were offset by a $153 thousand decrease in sponsorship revenue due to decreases in event sponsorships and truck event sponsorships in Europe, as such events have not yet fully picked up again as a result of the COVID-19 pandemic.

Multiplatform content revenue ~~increased~~decreased by approximately ~~$229~~$125 thousand to approximately ~~$230~~$29 thousand for the three months ended ~~September~~June 30, ~~2021~~2022, from $1$154 thousand for the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~increase~~decrease of multiplatform revenues was driven by a new contract entered into in the second quarter of ~~2021.~~

~~Costs and expenses~~
In-person costs (exclusive of depreciation and amortization) increased by approximately $610 thousand, or 95%, to approximately $1,250 thousand for the three months ended September 30, 2021 from approximately $640 thousand for the three months ended September 30, 2020. The increase of in-person costs is primarily related to the continuation of events in 2021 that were postponed or canceled in 2020 due to the COVID-19 pandemic.
Multiplatform content costs (exclusive of depreciation and amortization) increased by approximately $87 thousand for the three months ended September 30, 2021 from $0 for the three months ended September 30, 2020. The increase of multiplatform content costs was driven by a new contract entered into in the second quarter of 2021.
Online operating expenses increased by approximately $2 thousand, or 6%, to approximately $37 thousand for the three months ended September 30, 2021, from $35 thousand for the three months ended September 30, 2020.
Selling and marketing expenses increased by approximately $35 thousand, or 66%, to approximately $88 thousand for the three months ended September 30, 2021 from approximately $53 thousand for the three months ended September 30, 2020. The increase in selling and marketing expenses was driven by the continuation of events in 2021 that were canceled in 2020 due to the COVID-19 pandemic.
General and administrative expenses increased by approximately $0.9 million, or 41%, to approximately $3.2 million for the three months ended September 30, 2021, from approximately $2.3 million for the three months ended September 30, 2020. During the three months ended September 30, 2021, we incurred approximately $0.4 million in severance costs upon the termination of employment of our former Chief Executive Officer (“CEO”) and approximately $0.2 million in connection with a signing bonus upon the engagement of our new CEO. Compensation and other operating expenses also increased during the three months ended September 30, 2021 as a result of the Company’s increase in salaries in November 2020 after being reduced in March 2020 due to Covid-19.
Stock-based compensation was $151 thousand for the three months ended September 30, 2021, compared to $508 thousand for the three months ended September 30, 2020. The decrease was a result of the forfeiture of awards for employees who resigned from the Company.
Depreciation and amortization decreased by approximately $100 thousand, or 11%, to approximately $806 thousand for the three months ended September 30, 2021, from approximately $906 thousand for the three months ended September 30, 2020.
~~Gain on forgiveness of PPP loans and interest~~
~~We recognized a gain on the full forgiveness of the PPP loans and related interest of approximately $912 thousand during the three months ended September 30, 2021.~~
~~Other income (expense)~~
We recognized other income of approximately $55 thousand during the three months ended September 30, 2021 compared to $(3) thousand of other expense recorded for the three months ended September 30, 2020, an increase of $58 thousand. The increase was due to an insurance payment received for a claim submitted for damaged equipment.
~~Extinguishment loss on acceleration of debt redemption~~
Extinguishment loss on acceleration of debt redemption of approximately $1.7 million during the three months ended September 30, 2020, resulted from the acceleration of monthly payments on the Senior Secured notes that were issued in June 2020. There was no extinguishment loss recorded for the three months ended September 30, 2021.

~~Interest expense~~
Interest expense was approximately $12 thousand for the three months ended September 30, 2021 compared to $1.5 million for the three months ended September 30, 2020, a decrease of $1.5 million, or 99%. The decrease is a result of the decrease in the principal balance of notes payable and convertible notes outstanding during the period.
~~Results of Discontinued Operations~~
~~We recognized income from discontinued operations, net of tax, of approximately $77.3 million and $0.5 million during the three months ended September 30,~~ 2021 and 2020, respectively, representing an increase of $76.8 million. The income from discontinued operations of $77.3 million for the three months ended September 30, 2021 is comprised of a gain on the sale of the WPT business of approximately $80.4 million offset by an operational loss of $3.1 million. The operational loss includes a $0.7 million loss from business activities for the 12-day period ended July 12, 2021, plus non-recurring items that include approximately $1.0 million of bonus expensedid not exist in connection with the sale of WPT, approximately $1.1 million in legal and professional fees in connection with the sale of WPT, and approximately $0.3 million of accelerated stock-based compensation upon the sale of WPT.
~~Results of Operations for the Nine Months Ended September 30, 2021 and 2020~~
For the
Nine Months Ended
September 30, Increase
(in thousands) 2021 2020 (Decrease)

Revenues:
In-person $ 2,627 $ 2,274 $ 353
Multiplatform content 384 1 383
Total Revenues 3,011 2,275 736
Costs and Expenses:
In-person (exclusive of depreciation and amortization) 2,443 2,135 308
Multiplatform content (exclusive of depreciation and amortization) 214 - 214
Online operating expenses 134 149 (15 )
Selling and marketing expenses 216 185 31
General and administrative expenses 8,444 8,039 405
Stock-based compensation 1,081 4,730 (3,649 )
Depreciation and amortization 2,496 2,715 (219 )
Impairment of investment in ESA - 1,139 (1,139 )
Loss From Operations (12,017 ) (16,817 ) (4,800 )
Gain on forgiveness of PPP loans and interest 912 - 912
Other income (expense), net 69 (5 ) 74
Conversion inducement expense - (5,248 ) (5,248 )
Extinguishment loss on acceleration of debt redemption - (1,734 ) (1,734 )
Interest expense (269 ) (3,033 ) (2,764 )
Loss from continuing operations (11,305 ) (26,837 ) (15,532 )
Income from discontinued operations, net of tax provision
(Loss) Income from discontinued operations before sale of WPT (1,099 ) 631 (1,730 )
Gain on sale of WPT 80,430 - 80,430
Income from discontinued operations 79,331 631 78,700
Net income (loss) $ 68,026 $ (26,206 ) $ 94,232

~~Revenues~~
In-person experience revenues increased by approximately $353 thousand or 16%, to approximately $2.6 million for the nine months ended September 30, 2021 from approximately $2.3 million for the nine months ended September 30, 2020. The increase of in-person experience revenues was driven by (a) a $1.0 million increase in event revenue, (b) an $87.2 thousand increase in ticket and gaming revenue, and a $33.6 thousand increase in food and beverage revenue, partially offset by a $770 thousand decrease in sponsorship and truck event revenues in Europe. The year over year-to-date revenue increases in the United States are primarily attributable to the removal of COVID-19 capacity restrictions at the Company’s HyperX Esports Arena in Las Vegas. The Company’s truck events in Europe are still negatively impacted by the COVID-19 pandemic, resulting in decreases in sponsorship and other revenues from these events.
Multiplatform content revenue increased by approximately $383 thousand to approximately $384 thousand for the nine months ended September 30, 2021 from $1 thousand for the nine months ended September 30, 2020. The increase of multiplatform revenues was driven by a new contract entered into in the second quarter of 2021.2022.

Costs and expenses

In-person costs (exclusive of depreciation and amortization) increased by approximately ~~$308 thousand~~$0.4 million, or 65%, to approximately ~~$2,443 thousand~~$1.1 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022, from ~~$2,135 thousand~~approximately $0.7 million for the ~~nine~~three months ended ~~September~~June 30, ~~2020. The increase in-person~~2021. In-person costs ~~is primarily related to~~increased in-line with the ~~increase of in-person~~increased revenues ~~as a result of the removal of COVID-19 capacity restrictions during 2021.~~described above.

Multiplatform ~~content~~ costs (exclusive of depreciation and amortization) ~~increased~~decreased by approximately ~~$214~~$84 thousand for the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022, from ~~$0 for the nine months ended September 30, 2020. The increase of multiplatform content costs was driven by a new contract entered into in the second quarter of 2021.~~
~~Online operating expenses decreased by approximately $15 thousand, or 10%, to approximately $134~~$127 thousand for the ~~nine~~three months ended ~~September~~June 30, ~~2021, from approximately $149 thousand for~~2021. The decrease in multiplatform costs corresponds to the ~~nine months ended September 30, 2020.~~decrease in revenue as discussed above.

Selling and marketing expenses ~~increased~~decreased by approximately ~~$31~~$23 thousand, or ~~17%~~27%, to approximately ~~$216~~$62 thousand for the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022, from approximately ~~$185~~$85 thousand for the ~~nine~~three months ended ~~September~~June 30, ~~2020.~~2021. The decrease in selling and marketing expenses was driven by higher expenses in the first half of 2021 as the Company increased marketing efforts to increase awareness of the HyperX Esports Arena in Las Vegas opening to full capacity.

General and administrative expenses ~~increased~~decreased by approximately ~~$0.4~~$0.7 million, or 5%22%, to approximately ~~$8.4~~$2.6 million for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, from approximately ~~$8.0~~$3.3 million for the ~~nine~~three months ended ~~September~~June 30, ~~2020. During~~2021. The decrease in general and administrative expenses resulted from higher expenses during the ~~nine months ended September 30,~~first quarter of 2021 ~~we incurred approximately~~resulting from $0.4 million ~~in severance~~higher professional fees leading up to the sale of WPT, $0.2 million higher payroll costs ~~upon the termination of employment of our former Chief Executive Officer (“CEO”).~~
Stock-based compensation was $1.1 million for the nine months ended September 30, 2021, compared to $4.7 million for the nine months ended September 30, 2020. The decrease included a $3.6 million stock-based compensation expense in 2020 related to ~~the return of cash held~~higher corporate payroll and $0.1 million higher in escrow associated with an escrow agreement with Simon Properties that occurred during the nine months ended September 30, 2020, which was offset by an increase for new awards that were issued in the second half of 2020other general and ~~2021.~~administrative expenses.

Depreciation and amortization ~~decreased~~increased by approximately ~~$219~~$1 thousand, or 8%0.12%, to approximately ~~$2.5 million~~$809 thousand for the ~~nine~~three months ended ~~September~~June 30, ~~2021,~~2022, from approximately ~~$2.7 million~~$808 thousand for the ~~nine~~three months ended ~~September 30, 2020.~~
~~The Company recorded an impairment of its investment in ESA of approximately $1.1 million during the nine months ended September 30, 2020 compared to $0 during the nine months ended September~~June 30, 2021.

~~Gain on forgiveness of PPP loans and interest~~
We recognized ~~a gain on the full forgiveness~~an impairment in digital assets of ~~the PPP loans and related interest of approximately $912 thousand during the nine months ended September 30, 2021.~~
~~Other income (expense)~~
~~Other income (expense) increased by approximately $74 thousand to approximately $69~~$164 thousand for the ~~nine~~three months ended ~~September~~June 30, ~~2021 from approximately $(5) thousand~~2022, compared to $0 for the ~~nine~~three months ended ~~September~~June 30, ~~2020.~~
~~Conversion inducement expense~~
~~Conversion inducement expense~~2021. The impairment loss is a result of ~~approximately $5.2 million during~~ the ~~nine~~market price on active exchanges going below the carrying value of the digital assets. The Company did not have any Ether or other digital assets on the books for the three months ended September 30, 2020 resulted from the reduction in the conversion price and the increase in interest payable to induce the conversion of certain convertible debt converted during the period. There was no conversion inducement expense recorded for the nine months ended SeptemberJune 30, 2021.

~~Extinguishment loss on acceleration of debt redemption~~Other expense
~~Extinguishment loss on acceleration of debt redemption~~We recognized other expense of approximately ~~$1.7 million~~$73 thousand during the ~~nine~~three months ended ~~September~~June 30, ~~2020, resulted from the from acceleration of monthly payments on the Senior Secured notes that were issued in June 2020. There was no extinguishment loss~~2022, compared to $40 thousand recorded for the ~~nine~~three months ended ~~September~~June 30, 2021. The increase is a result of the change in fair value of the warrant liability in the second quarter of 2022.
Interest ~~expense~~income (expense)

Interest ~~expense~~income was approximately ~~$269~~$4 thousand for the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022 compared to ~~$3.0 million~~$104 thousand of interest expense for the ~~nine~~three months ended ~~September~~June 30, ~~2020, a~~2021. The decrease ~~of $2.7 million, or 91%. The decrease~~in interest expense is a result of the decrease in the principal balance of notes payable and convertible notes outstanding during the period since these debt ~~balances~~instruments were repaid from the proceeds of the sale of WPT.

Results of Discontinued Operations

We recognized income from discontinued operations, net of tax, of ~~approximately $79.3~~$0 and $1.4 million ~~and $631 thousand~~ during the ~~nine~~three months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, respectively, representing an ~~increase~~decrease of ~~$78.7~~$1.4 million. The ~~improvement in results from discontinued operations~~decrease is ~~primarily~~ due to ~~a gain on~~ the sale of the WPT business on July 12, 2021.
Results of Operations for the Six Months Ended June 30, 2022 and 2021
For the
Six Months Ended
June 30, Favorable
(in thousands) 2022 2021 (Unfavorable)

Revenues:
In-person $ 3,332 $ 1,172 $ 2,160
Multiplatform content 237 154 83
Total Revenues 3,569 1,326 2,243
Costs and Expenses:
In-person (exclusive of depreciation and amortization) 2,890 1,193 (1,697 )
Multiplatform content (exclusive of depreciation and amortization) 64 127 63
Selling and marketing expenses 131 129 (2 )
General and administrative expenses 6,072 7,252 1,180
Depreciation and amortization 1,617 1,690 73
Impairment of digital assets 164 - (164 )
Total Costs and Expenses 10,938 10,391 (547 )
Loss From Operations (7,369 ) (9,065 ) 1,696
Other (expense) income, net (80 ) 15 (95 )
Interest income (expense), net 9 (257 ) 266
Loss from continuing operations (7,440 ) (9,307 ) 1,867
Income from discontinued operations, net of tax provision - 3,030 (3,030 )
Net Loss    $ (7,440 ) $ (6,277 ) $ (1,163 )
Revenues
In-person revenues increased by approximately ~~$80.4~~$2.2 million, or 184%, to approximately $3.3 million for the six months ended June 30, 2022, from approximately $1.2 million for the six months ended June 30, 2021. The increase of in-person revenues was driven by (a) a $1.1 million increase in sponsorship revenue from a new contract entered into in the first quarter of 2022, (b) a $0.8 million increase in studio and truck rental revenue, and (c) a $0.3 million increase in food and beverage and event revenue primarily attributable to the removal of COVID-19 pandemic-related capacity restrictions at the Company’s HyperX Esports Arena in Las Vegas on June 1, 2021.
Multiplatform revenue increased by approximately $83 thousand for the six months ended June 30, 2022, to approximately $237 thousand for the six months ended June 30, 2022, from $154 thousand for the six months ended June 30, 2021. The increase in multiplatform revenues is the result of NFT sales, which were sold for the first time beginning in March of 2022.
Costs and expenses
In-person costs (exclusive of depreciation and amortization) increased by approximately $1.7 million, or 142%, to approximately $2.9 million for the six months ended June 30, 2022, from approximately $1.2 million for the six months ended June 30, 2021. In-person costs increased in-line with the increased revenues described above.
Multiplatform costs (exclusive of depreciation and amortization) decreased by approximately $63 thousand, to approximately $64 thousand for the six months ended June 30, 2022, from $127 thousand for the six months ended June 30, 2021. The decrease in multiplatform costs corresponds to higher costs in the second quarter of 2021 resulting from a new contract that did not exist in 2022.

Selling and marketing expenses increased by approximately $2 thousand, or 2%, to approximately $131 thousand for the six months ended June 30, 2022, from approximately $129 thousand for the six months ended June 30, 2021. The small increase in selling and marketing expenses was driven by the increase in events for the six months ended June 30, 2022.
General and administrative expenses decreased by approximately $1.2 million, or 16%, to approximately $6.1 million for the six months ended June 30, 2022, from approximately $7.3 million for the six months ended June 30, 2021. The decrease in general and administrative expenses resulted from higher expenses during the first half of 2021 as follows: (i) $1.1 million in ~~addition~~legal and professional fees related to ~~an increase~~the sale of WPT; (ii) $0.5 million in ~~revenues~~stock-based compensation from ~~our subscription-based poker service~~the issuance of director grants and ~~other online products~~restricted stock units issued to the former CEO during the period, and (iii) $0.3 million in ~~response to the COVID-19 pandemic. This~~corporate payroll. The decrease of payroll expense from 2021 was ~~partially~~ offset by ~~bonus expense~~a $0.8 million increase in 2022 payroll expenses from a severance liability incurred in connection with the ~~Sale~~termination of ~~WPT in addition to the acceleration of stock-based compensation upon the sale of WPT.~~our former Chief Executive Officer (“CEO”).

Depreciation and amortization decreased by approximately $0.1 million, or 4%, to approximately $1.6 million for the six months ended June 30, 2022, from approximately $1.7 million for the six months ended June 30, 2021.
We recognized an impairment in digital assets of $164 thousand for the six months ended June 30, 2022, compared to $0 for the six months ended June 30, 2021. The impairment loss is a result of the market price on active exchanges going below the carrying value of the digital assets. The Company did not have any Ether or other digital assets on the books for the six months ended June 30, 2021.
Other (expense)income
We recognized other expense of approximately $80 thousand during the six months ended June 30, 2022, compared to $15 thousand of other income recorded for the six months ended June 30, 2021. Other expense consists primarily of changes in the fair value of the warrant liability.
Interest income (expense)
Interest income was approximately $9 thousand for the six months ended June 30, 2022, compared to $257 thousand of interest expense for the six months ended June 30, 2021. The decrease in interest expense is a result of the decrease in the principal balance of notes payable and convertible notes outstanding during the period, since these debt instruments were repaid from the proceeds of the sale of WPT.
Results of Discontinued Operations
We recognized income from discontinued operations, net of tax, of $0 and $3.0 million during the six months ended June 30, 2022 and 2021, respectively, representing a decrease of $3.0 million. The decrease is due to the sale of the WPT business on July 12, 2021.
Liquidity and Capital Resources

The following table summarizes our total current assets, current liabilities and working capital ~~from continuing operations~~ at ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively:

(in thousands) September 30,
2021 December 31,
2020
Current Assets $ 101,571 $ 6,605
Current Liabilities $ 3,516 $ 16,492
Working Capital Surplus (Deficiency) $ 98,055 $ (9,887 )
~~Our primary sources of liquidity and capital resources are cash on the balance sheet and funds raised through debt or equity financing.~~
(in thousands) June 30,
2022 December 31,
2021
Current Assets $ 87,185 $ 94,261
Current Liabilities $ 3,577 $ 5,249
Working Capital $ 83,608 $ 89,012

As of ~~September~~June 30, ~~2021,~~2022, we had cash of approximately ~~$95.2~~$86.5 million (not including $5 million of restricted cash) and working capital ~~from continuing operations~~ of approximately ~~$98.1~~$83.6 million. For the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, we incurred a net loss from continuing operations of approximately ~~$11.3~~$7.4 million and ~~$26.8~~$9.3 million, respectively, and had cash used in continuing operations of approximately ~~$(7.8)~~$6.4 million and ~~$(4.6)~~$2.7 million, respectively. Further, convertible debt and bridge note obligations in the aggregate gross principal amount of $3.4 million were scheduled to mature on February 23, 2022 but were paid upon the closing of the sale of WPT on July 12, 2021.

~~In March 2020,~~Cash requirements for our current liabilities include approximately $2.9 million for accounts payable and accrued expenses. The Company intends to meet these cash requirements from its current cash balance. As of June 30, 2022, the ~~World Health Organization declared~~Company had no material commitments for capital expenditures.
The global impact of the ~~outbreak of a novel coronavirus~~Covid-19 pandemic and its variants (“COVID-19”) ~~as a pandemic which~~ continues to ~~spread throughout~~evolve. While the United States. As a global entertainment company that hosts numerous live events with spectators and participants in destination cities, the outbreak has caused people to avoid traveling to and attending these events. Allied Esports’ has cancelled or postponed live events, and before the reopening of Allied Esports’ flagship gaming arena located at the Luxor Hotel in Las Vegas, Nevada on June 25, 2020, the business was operating online only. The arena is currently running at full capacity for daily play and weekly ~~tournaments. We continue~~tournaments, we are continuing to monitor the outbreak of COVID-19 and the related business and travel restrictions, and changes to behavior intended to reduce its spread, and the related impact on our operations, financial position and cash flows, as well as the impact on our employees. The magnitude and duration of the pandemic has had a significant adverse impact on our historical operations and liquidity. Given the positive effects of vaccines on the US and global populations along with relaxed restrictions on travel and social gatherings, we expect that such impacts will be less significant on our future operations and liquidity.

On July 12, 2021, we completed the sale of the WPT business for an aggregate purchase price of ~~$106.2~~$106.0 million. With the sale of the WPT business, we believe our current cash on hand is sufficient to meet our operating and capital requirements for at least the next twelve months from the date these financial statements are issued.

Cash Flows from Operating, Investing and Financing Activities

The table below summarizes cash flows from continuing operations for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020:~~2021:

Nine Months Ended Six Months Ended

September 30, June 30,
(in thousands) 2021 2020 2022 2021
Net cash provided by (used in)
Net cash (used in) provided by
Operating activities $ (7,846 ) $ (4,640 ) $ (6,349 ) $ (2,692 )
Investing activities $ 106,013 $ (5,541 ) $ (44 ) $ 9,884
Financing activities $ (3,421 ) $ 9,162 $ - $ -

Net Cash Used in Operating Activities
Net cash used in operating activities primarily represents the results of operations exclusive of non-cash expenses (including depreciation, amortization, deferred rent, and stock-based compensation) and the impact of changes in operating assets and liabilities.

Net cash used in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021 was approximately ~~$7.8~~$6.3 million and ~~$4.6~~$2.7 million, respectively, representing ~~an increase~~increased usage of ~~$3.2~~$3.6 million. During the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, the net cash used in operating activities was primarily attributable to the net loss from continuing operations of approximately ~~$11.3~~$7.4 million and ~~$26.8~~$9.3 million, respectively, adjusted for approximately ~~$3.0~~$2.1 million and ~~$17.0~~$2.8 million, respectively, of net non-cash expenses, and approximately ~~$0.5~~($1.0) million and ~~$5.2~~$3.8 million, respectively, of cash (used in) provided by changes in the levels of operating assets and liabilities.

Net Cash ~~Provided By~~ (Used in) Provided by Investing Activities

Net cash ~~provided by (used in)~~used in investing activities during the six months ended June 30, 2022 consisted primarily ~~relates to~~of approximately $3 thousand of cash used for the ~~purchase~~purchases of property and equipment and ~~other~~$41 thousand of cash used for the investment ~~activity.~~in digital assets.

Net cash provided by investing activities ~~during~~for the ~~nine~~six months ended ~~September~~June 30, 2021 consisted primarily of ~~approximately $106.2~~a $10.0 million ~~cash consideration~~deposit for the sale of ~~WPT, partially offset by approximately $142 thousand of cash used for the purchase of property and equipment.~~
Net cash used in investing activities for the nine months ended September 30, 2020 was approximately $5.5 million, which consisted primarily of approximately $3.7 million of cash used for the return of the Simon Investment, $1.5 million of cash used for our investment with TV Azteca as part of a Strategic Investment Agreement, and $0.3 million used for the purchases of property and equipment and intangible assets.WPT.

~~Net Cash (Used In) Provided By Financing Activities~~
Net cash (used in) provided by financing activities for the nine months ended September 30, 2021 was approximately $(3.4) million compared to approximately $9.2 million for the nine months ended September 30, 2020. Net cash used in financing activities during the nine months ended September 30, 2021 represented the repayments of bridge loans during the period. During the nine months ended September 30, 2020, we received approximately $9.0 million of proceeds from the issuance of convertible debt, $7.0 million of proceeds from the sale of our common stock and approximately $0.9 million of proceeds received from loans payable, partially offset by approximately $7.0 million of convertible debt repayments and $0.8 million of issuance costs paid.
~~Cash Flows from Discontinued Operations~~
~~Cash held by the WPT business of approximately $3.6 million was sold in connection with the sale of WPT. No cash was provided by, or used in, discontinued operations as of September 30, 2021.~~
~~Capital Expenditures~~
~~As of September 30, 2021, the Company has no material commitments for capital expenditures.~~
Off-Balance Sheet Arrangements

The Company does not engage in any off-balance sheet financing activities, nor does the Company have any interest in entities referred to as variable interest entities.

Critical Accounting Policies and Estimates

Refer to our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on ~~April 13, 2021~~May 26, 2022 and Note 2 to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q, for a discussion of our critical accounting policies and use of estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Effectiveness of Disclosure Controls and Procedures

Our management, under the direction of our Interim Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September~~June 30, ~~2021.~~2022. Based on this evaluation our management, including the Company’s Interim Chief Executive Officer and Chief Financial Officer, has concluded that the Company’s disclosure controls and procedures were not effective as of ~~September~~June 30, ~~2021~~2022 to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

Despite not conducting a formal assessment regarding internal control over financial reporting, management identified the following material weaknesses as of December 31, ~~2020,~~2021, which persist as of ~~September~~June 30, ~~2021:~~2022:

● inadequate ~~internal controls, including inadequate~~ segregation of duties ~~inadequate controls over the preparation~~resulting from limited accounting staff and ~~review of the consolidated financial statements, inadequate controls over the accounting for complex financial instruments (such as warrants), and untimely annual closings of the books;~~
● ~~inadequate controls and procedures as they relate to completeness of information reported by certain third parties that process transactions related to specific revenue streams;~~resources; and

● inadequate information technology general controls as it relates to user access and change management.

Management has ~~taken significant steps to enhance our internal control over financial reporting and plans~~begun to take action, including the engagement of additional ~~steps~~accounting personnel and compliance resources, to ~~remediate the~~address these material ~~weaknesses, including:~~
● ~~hiring new accounting personnel;~~
● ~~transitioning oversight of financial reporting to a principal financial officer; and~~
● engaging a national accounting advisory firm to assist with the documentation, evaluation, remediation and testing of our internal control over financial reporting based on the criteria established in Internal Control – Integrated Framework (2013) issued by COSO.
The material weakness over the controls and procedures as they relate to completeness of information reported by certain third parties that process transactions related to specific revenue streams was primarily associated with the operations of WPT which was sold by the Company on July 12, 2021.
~~Our management is committed to taking further action and implementing necessary enhancements or improvements.~~weaknesses. Notwithstanding the material weaknesses in internal control over financial reporting described above, our management has concluded that our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are fairly stated in all material respects in accordance with accounting principles generally accepted in the United States of America.

Changes in Internal Control Over Financial Reporting

~~There~~During the quarter ended June 30, 2022, there were no changes in our internal control over financial reporting ~~which occurred during our fiscal quarter ended September 30, 2021,~~ that have ~~materially~~ affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

As a “smaller reporting company”, we are not required to provide information required by this Item. However, investors are encouraged to review our current risk factors ~~are~~ set forth in our Annual Report on Form ~~10-K/A~~10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on ~~April 13, 2021.~~May 26, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

~~Earnings Release~~None.

On November 22, 2021, the Company issued a press release announcing its financial condition and results of operations for the three months ended September 30, 2021. A copy of the press release is furnished as Exhibit 99.1 and is incorporated by reference into this Item 5 in lieu of separately furnishing such press release under Item 2.02 of Form 8-K. This disclosure, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

ITEM 6. EXHIBITS.

Exhibit
Description
~~2.1~~ Stock Purchase Agreement dated January 19, 2021 by and among Allied Esports Entertainment, Inc., Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 19, 2021)
~~2.2~~ Amended and Restated Stock Purchase Agreement dated March 19, 2021 by and among Allied Esports Entertainment, Inc., Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 22, 2021
~~2.3~~ Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated March 29, 2021 by and among Allied Esports Entertainment, Inc., Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 30, 2021)
31.1* Section 302 Certification of Chief Executive Officer
31.2* Section 302 Certification of Chief Financial Officer
32.1* Section 906 Certification of Chief Executive Officer
32.2* Section 906 Certification of Chief Financial Officer
99.1* ~~Press Release issued November 22, 2021~~
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ALLIED ESPORTS ENTERTAINMENT, INC.

Dated: ~~November 22~~August 15, 2022~~, 2021~~ By: /s/ ~~Libing (Claire) Wu~~Lyle Berman
~~Libing (Claire) Wu,~~
Lyle Berman, Interim Chief Executive Officer, ~~General Counsel~~
Co-Chairman of the Board
(Principal Executive Officer)

Dated: ~~November 22, 2021~~August 15, 2022 By: /s/ Roy Anderson
Roy Anderson, Chief Financial Officer
(Principal Financial Officer)

3425

0001708341 aese:CommonStockSubscribedMember 2021-04-01 2021-06-30 iso4217:USD xbrli:shares

	For The Three and Nine Months Ended September 30, 2021
	Common Stock						Common Stock Subscribed				Additional Paid-in			Subscription		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares			Amount			Shares		Amount		Capital			Receivable		Income			Deficit			Equity
Balance - January 1, 2021		38,506,844		$	3,851			-	$	-	$	195,488,181			-	$	190,966		$	(162,277,414	)	$	33,405,584
Stock-based compensation:
Common stock		126,584			13			-		-		199,987			-		-			-			200,000
Restricted common stock		-			-			-		-		80,006			-		-			-			80,006
Stock options		-			-			-		-		282,999			-		-			-			282,999
Shares issued for redemption of debt and accrued interest		529,383			53			-		-		821,814			-		-			-			821,867
Net loss		-			-			-		-		-			-		-			(3,336,676	)		(3,336,676	)
Other comprehensive income		-			-			-		-		-			-		25,336			-			25,336
Balance - March 31, 2021		39,162,811			3,917			-		-		196,872,987			-		216,302			(165,614,090	)		31,479,116
Stock-based compensation:
Stock options		-			-			-		-		226,698			-		-			-			226,698
Restricted stock		-			-			-		-		80,925			-		-			-			80,925
Net loss		-			-			-		-		-			-		-			(2,940,080	)		(2,940,080	)
Other comprehensive income		-			-			-		-		-			-		32,584			-			32,584
Balance - June 30, 2021		39,162,811			3,917			-		-		197,180,610			-		248,886			(168,554,170	)		28,879,243
Stock-based compensation:
Stock options		-			-			-		-		613,070			-		-			-			613,070
Restricted stock		80,000			8			-		-		58,915			-		-			-			58,923

Shares withheld for employee payroll tax		(100,904	)		(10	)		-		-		(210,137	)		-		-			-			(210,147	)
Net income		-			-			-		-		-			-		-			74,302,594			74,302,594
Other comprehensive loss		-			-			-		-		-			-		(22,031	)		-			(22,031	)
Balance - September 30, 2021		39,141,907		$	3,915			-		-	$	197,642,458			-	$	226,855		$	(94,251,576	)	$	103,621,652

	For the Nine Months Ended
	September 30,
	2021			2020
Cash Flows From Operating Activities
Net income (loss)	$	68,025,838		$	(26,206,075	)
Adjustments to reconcile net loss to net cash used in operating activities:
Income from discontinued operations, net of tax provision		(79,330,696	)		(630,678	)
Stock-based compensation		1,081,362			4,729,643
Gain on forgiveness of PPP loans and interest		(912,475	)		-
Conversion inducement expense		-			5,247,531
Extinguishment loss on acceleration of debt redemption		-			1,733,768
Change in fair value of warrant liabilities		1,100			-
Amortization of debt discount		3,646			1,639,150
Non-cash interest expense		46,110			183,373
Expenses paid on behalf of WPT		-			(305,845	)
Depreciation and amortization		2,495,939			2,715,007
Impairment of investment in ESA		-			1,138,631
Deferred rent		268,574			(49,347	)
Changes in operating assets and liabilities:
Accounts receivable		(36,021	)		526,405
Prepaid expenses and other current assets		(108,257	)		(50,148	)
Deposits		-			7,963
Accounts payable		(556,041	)		264,945
Accrued expenses and other current liabilities		326,862			738,404
Accrued interest		(146,894	)		(770,658	)
Due to affiliates		697,551			4,229,090
Deferred revenue		297,086			219,263
Total Adjustments		(75,872,154	)		21,566,497
Net Cash Used In Operating Activities		(7,846,316	)		(4,639,578	)

Cash Flows From Investing Activities
Cash consideration for sale of WPT		106,155,004			-
Return of Simon investment		-			(3,650,000	)
Investment in TV Azteca		-			(1,500,000	)
Purchases of property and equipment		(141,923	)		(390,459	)
Purchases of intangible assets		-			(750	)
Net Cash Provided By (Used in) Investing Activities		106,013,081			(5,541,209	)

Cash Flows From Financing Activities
Proceeds from PPP loans payable		-			907,129
Proceeds from convertible debt		-			9,000,000
Proceeds from disgorgement of short swing profit		-			21,875
Issuance costs paid in connection with convertible debt		-			(766,961	)
Repayments of convertible debt		-			(7,000,000	)
Repayments of bridge loans		(3,421,096	)		-
Proceeds from sale of common stock		-			7,000,000
Net Cash (Used In) Provided By Financing Activities		(3,421,096	)		9,162,043

Balance, December 31, 2020	$	3,000
Change in fair value of sponsor warrants		36,300
Balance, March 31, 2021		39,300
Change in fair value of sponsor warrants		(25,300	)
Balance, June 30, 2021		14,000
Change in fair value of sponsor warrants		(9,900	)
Balance, September 30, 2021	$	4,100

Cash consideration for sale of WPT ⁽¹⁾	$	106,155,004

Less: book value of assets sold:
Cash		3,579,988
Accounts receivable		2,999,352
Restricted cash		100,000
Prepaid expenses and other assets		264,385
Property and equipment, net		1,429,706
Goodwill		4,083,621
Intangible assets, net		10,986,463
Deposits		79,500
Deferred production costs		12,684,054
Net book value of assets sold		36,207,069

Add: Liabilities assumed by buyer
Accounts payable		487,579
Accrued expenses and other liabilities		5,567,072
Deferred revenue		1,807,176
Deferred rent		2,619,967
Total liabilities assumed		10,481,794
Gain on Sale of WPT	$	80,429,729

	December 31, 2020
	Gross Principal Amount			Debt Discount			Convertible Debt, Net of Debt Discount
Convertible debt	$	1,000,000		$	-		$	1,000,000
Convertible debt, related party		1,000,000			-			1,000,000
Senior secured convertible notes		581,818			(3,646	)		578,172
Total		2,581,818			(3,646	)		2,578,172
Less: current portion		(2,000,000	)		-			(2,000,000	)
Convertible debt, non-current	$	581,818		$	(3,646	)	$	578,172

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2021			2020			2021			2020
Risk free interest rate		1.01	%		0.55% - 0.69	%		1.01% - 1.58	%		0.55% - 0.69	%
Expected term (years)		6.25			6.25			6.25			6.25
Expected volatility		46	%		38	%		40% - 46	%		38	%
Expected dividends		0.00	%		0.00	%		0.00	%		0.00	%

				Weighted		Weighted
				Average		Average
	Number of			Exercise		Remaining		Intrinsic
	Options			Price		Term (Yrs)		Value

Outstanding, January 1, 2021		2,430,000		$	4.15
Granted		360,000			2.33
Exercised		-			-
Expired		-			-
Forfeited		(225,000	)		4.51
Outstanding, September 30, 2021		2,565,000		$	3.88		6.76	$	-

Exercisable, September 30, 2021		1,360,000		$	4.09		4.79	$	-

Options Outstanding				Options Exercisable
				Weighted
		Outstanding		Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Options		In Years		Options
$	2.11		80,000		8.75		20,000
$	2.17		120,000		8.85		120,000
$	2.21		200,000		-		-
$	2.48		160,000		-		-
$	4.09		1,725,000		3.74		1,050,000
$	5.66		280,000		7.97		170,000
			2,565,000		4.79		1,360,000

Cash consideration for sale of WPT ⁽¹⁾	$	106,155,004

Less: book value of assets sold:
Cash		3,579,988
Accounts receivable		2,999,352
Restricted cash		100,000
Prepaid expenses and other assets		264,385
Property and equipment, net		1,429,706
Goodwill		4,083,621
Intangible assets, net		10,986,463
Deposits		79,500
Deferred production costs		12,684,054
Net book value of assets sold		36,207,069

Add: Liabilities assumed by buyer
Accounts payable		487,579
Accrued expenses and other liabilities		5,567,072
Deferred revenue		1,807,176
Deferred rent		2,619,967
Total liabilities assumed		10,481,794

Gain on Sale of WPT	$	80,429,729

										For the
										Three Months Ended
	For the Three Months Ended September 30,						Increase			June 30,						Favorable
(in thousands)	2021			2020			(Decrease)			2022			2021			(Unfavorable)

Revenues:
In-person	$	1,456		$	596		$	860		$	1,129		$	671		$	458
Multiplatform content		230			1			229			29			154			(125	)
Total Revenues		1,686			597			1,089			1,158			825			333
Costs and Expenses:
In-person (exclusive of depreciation and amortization)		1,250			640			610			1,079			655			(424	)
Multiplatform content (exclusive of depreciation and amortization)		87			-			87			43			127			84
Online operating expenses		37			35			2
Selling and marketing expenses		88			53			35			62			85			23
General and administrative expenses		3,197			2,270			927			2,621			3,339			718
Stock-based compensation		151			508			(357	)
Depreciation and amortization		806			906			(100	)		809			808			(1	)
Impairment of digital assets											164			-			(164	)
Total Costs and Expenses											4,778			5,014			236
Loss From Operations		(3,930	)		(3,815	)		115			(3,620	)		(4,189	)		569
Gain on forgiveness of PPP loans and interest		912			-			912
Other income (expense), net		55			(3	)		58
Extinguishment loss on acceleration of debt redemption		-			(1,734	)		(1,734	)
Interest expense		(12	)		(1,488	)		(1,476	)
Other expense, net											(73	)		(40	)		(33	)
Interest income (expense), net											4			(104	)		108
Loss from continuing operations		(2,975	)		(7,040	)		(4,065	)		(3,689	)		(4,333	)		644
Income from discontinued operations, net of tax provision											-			1,393			(1,393	)
(Loss) income from discontinued operations before sale of WPT		(3,152	)		491			(3,643	)
Gain on sale of WPT		80,430			-			80,430
Income from discontinued operations		77,278			491			76,787
Net income (loss)	$	74,303		$	(6,549	)	$	80,852
Net Loss										$	(3,689	)	$	(2,940	)	$	(749	)

	For the Nine Months Ended September 30,						Increase
(in thousands)	2021			2020			(Decrease)

Revenues:
In-person	$	2,627		$	2,274		$	353
Multiplatform content		384			1			383
Total Revenues		3,011			2,275			736
Costs and Expenses:
In-person (exclusive of depreciation and amortization)		2,443			2,135			308
Multiplatform content (exclusive of depreciation and amortization)		214			-			214
Online operating expenses		134			149			(15	)
Selling and marketing expenses		216			185			31
General and administrative expenses		8,444			8,039			405
Stock-based compensation		1,081			4,730			(3,649	)
Depreciation and amortization		2,496			2,715			(219	)
Impairment of investment in ESA		-			1,139			(1,139	)
Loss From Operations		(12,017	)		(16,817	)		(4,800	)
Gain on forgiveness of PPP loans and interest		912			-			912
Other income (expense), net		69			(5	)		74
Conversion inducement expense		-			(5,248	)		(5,248	)
Extinguishment loss on acceleration of debt redemption		-			(1,734	)		(1,734	)
Interest expense		(269	)		(3,033	)		(2,764	)
Loss from continuing operations		(11,305	)		(26,837	)		(15,532	)
Income from discontinued operations, net of tax provision
(Loss) Income from discontinued operations before sale of WPT		(1,099	)		631			(1,730	)
Gain on sale of WPT		80,430			-			80,430
Income from discontinued operations		79,331			631			78,700
Net income (loss)	$	68,026		$	(26,206	)	$	94,232

	For the
	Six Months Ended
	June 30,						Favorable
(in thousands)	2022			2021			(Unfavorable)

Revenues:
In-person	$	3,332		$	1,172		$	2,160
Multiplatform content		237			154			83
Total Revenues		3,569			1,326			2,243
Costs and Expenses:
In-person (exclusive of depreciation and amortization)		2,890			1,193			(1,697	)
Multiplatform content (exclusive of depreciation and amortization)		64			127			63
Selling and marketing expenses		131			129			(2	)
General and administrative expenses		6,072			7,252			1,180
Depreciation and amortization		1,617			1,690			73
Impairment of digital assets		164			-			(164	)
Total Costs and Expenses		10,938			10,391			(547	)
Loss From Operations		(7,369	)		(9,065	)		1,696
Other (expense) income, net		(80	)		15			(95	)
Interest income (expense), net		9			(257	)		266
Loss from continuing operations		(7,440	)		(9,307	)		1,867
Income from discontinued operations, net of tax provision		-			3,030			(3,030	)
Net Loss	$	(7,440	)	$	(6,277	)	$	(1,163	)

(in thousands)	September 30, 2021		December 31, 2020
Current Assets	$	101,571	$	6,605
Current Liabilities	$	3,516	$	16,492
Working Capital Surplus (Deficiency)	$	98,055	$	(9,887	)

(in thousands)	June 30, 2022		December 31, 2021
Current Assets	$	87,185	$	94,261
Current Liabilities	$	3,577	$	5,249
Working Capital	$	83,608	$	89,012

	Nine Months Ended						Six Months Ended
	September 30,						June 30,
(in thousands)	2021			2020			2022			2021
Net cash provided by (used in)
Net cash (used in) provided by
Operating activities	$	(7,846	)	$	(4,640	)	$	(6,349	)	$	(2,692	)
Investing activities	$	106,013		$	(5,541	)	$	(44	)	$	9,884
Financing activities	$	(3,421	)	$	9,162		$	-		$	-

Exhibit		Description
~~2.1~~		Stock Purchase Agreement dated January 19, 2021 by and among Allied Esports Entertainment, Inc., Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed January 19, 2021)
~~2.2~~		Amended and Restated Stock Purchase Agreement dated March 19, 2021 by and among Allied Esports Entertainment, Inc., Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 22, 2021
~~2.3~~		Amendment No. 1 to Amended and Restated Stock Purchase Agreement dated March 29, 2021 by and among Allied Esports Entertainment, Inc., Allied Esports Media, Inc., Club Services, Inc., and Element Partners, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed March 30, 2021)
31.1*		Section 302 Certification of Chief Executive Officer
31.2*		Section 302 Certification of Chief Financial Officer
32.1*		Section 906 Certification of Chief Executive Officer
32.2*		Section 906 Certification of Chief Financial Officer
99.1*		~~Press Release issued November 22, 2021~~
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

	ALLIED ESPORTS ENTERTAINMENT, INC.

Dated: ~~November 22~~August 15, 2022~~, 2021~~	By:	/s/ ~~Libing (Claire) Wu~~Lyle Berman
		~~Libing (Claire) Wu,~~ Lyle Berman, Interim Chief Executive Officer, ~~General Counsel~~ Co-Chairman of the Board (Principal Executive Officer)

Dated: ~~November 22, 2021~~August 15, 2022	By:	/s/ Roy Anderson
		Roy Anderson, Chief Financial Officer (Principal Financial Officer)