Form 8-K

8-K — Snail, Inc.

Accession: 0001493152-26-031916

Filed: 2026-07-02

Period: 2026-07-01

CIK: 0001886894

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Material Modifications to Rights of Security Holders

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 1, 2026

Snail,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41556

88-4146991

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

12049

Jefferson Blvd

Culver

City, CA 90230

(Address

of principal executive offices) (Zip Code)

(310) 988-0643

(Registrant’s

telephone number, including area code)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Class

A Common Stock, $0.0001 par value per share

SNAL

The

Nasdaq Stock Market LLC

(The

Nasdaq Capital Market)

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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. ☒

Item

3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

July 1, 2026, Snail, Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications

Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to delist the Company’s

Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) from The Nasdaq Capital Market (the “Staff

Determination”). The Staff Determination was issued pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iii).

previously disclosed, on December 30, 2025, the Company received written notice from the Nasdaq Listing Qualifications Department that

for thirty (30) consecutive business days from November 11, 2025 through December 29, 2025, the Company’s Class A

Common Stock did not maintain a minimum closing bid price of $1.00 per share as required by Nasdaq Listing Rule 5550(a)(2) (the “Minimum

Bid Price Requirement”). At that time, the Company was afforded 180 calendar days, or until June 29, 2026, to regain compliance

with the Minimum Bid Price Requirement. Additionally, on March 26, 2026, Nasdaq staff notified the Company that it did not comply with

Listing Rule 5550(b), which requires a minimum $2,500,000 stockholders’ equity, $35,000,000 market value of listed securities,

or $500,000 net income from continuing operations (the “Continued Listing Standards”). The Staff Determination stated that

the Company has not regained compliance with the Minimum Bid Price Requirement and is not eligible for a second 180-day period because

the Company does not currently comply with the Continued Listing Standards.

The Company may request a

hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination, pursuant to the procedures set forth

in the Nasdaq Listing Rule 5800 Series. Unless the Company requests an appeal of the Staff Determination, the Company’s securities

will be scheduled for delisting from The Nasdaq Capital Market.

Accordingly,

the Company intends to timely request a hearing before the Panel to appeal the Staff

Determination. The hearing request will automatically stay any suspension or delisting action pending

the hearing and the expiration of any additional extension period granted by the Panel following the hearing. There can be no

assurance that the Company would be successful in any appeal or that it will be able to regain compliance with Nasdaq’s listing requirements

within the timeframe that may be provided by the Panel, or at all.

Item

3.03. Material Modification to Rights of Security Holders.

the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item

5.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

July 1, 2026, the Company announced that it will effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of

its Class A Common Stock and its Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”

and together with the Class A Common Stock, the “Common Stock”). On July 2, 2026, the Company filed an amendment

to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State

of the State of Delaware to effect the Reverse Stock Split, to be legally effective as of 11:59 p.m. Eastern Time on July 2, 2026 (the

“Effective Time”). The Class A Common Stock will begin trading on a split-adjusted basis when the Nasdaq Capital Market

opens on July 6, 2026.

previously disclosed, on June 2, 2026, a written consent was delivered to the Company’s Board of Directors from the holders

of 95% of the voting power of the Company’s issued and outstanding Common Stock (the “Majority Stockholders”), pursuant

to which the Majority Stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split with respect

to the Common Stock at a ratio of 1-for-2 to 1-for-10, with the ratio within such range to be determined at the discretion of the Board

of Directors. The Company’s Board of Directors subsequently approved the final ratio for the Reverse Stock Split of 1-for-5.

fractional shares will be issued in connection with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise

be entitled to a fractional share of Common Stock as a result of the Reverse Stock Split (after taking into account all fractional shares

of Common Stock otherwise issuable to such holder) shall be entitled to receive from the Company’s exchange agent, Equiniti Trust

Company, LLC, a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Stock Split

that would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Class A

Common Stock as reported on the Nasdaq Capital Market for the ten days preceding the Effective Time.

The

Reverse Stock Split will reduce the number of outstanding shares of Common Stock from approximately 15,468,890 shares of Class A

Common Stock and 28,748,580 shares of Class B Common Stock to approximately 3,093,778 shares of Class A Common Stock and

5,749,716 shares of Class B Common Stock. The ownership percentage of each stockholder will remain unchanged other than as

a result of fractional shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise of

outstanding warrants or options, or the conversion of outstanding convertible notes, as well as to the applicable exercise or conversion

price. There will be no change to the total number of authorized shares of Common Stock as set forth in the Certificate of Incorporation.

After

the Reverse Stock Split, the trading symbol on the Nasdaq Capital Market for the Class A Common Stock will continue to be “SNAL.”

The new CUSIP number for the Common Stock following the Reverse Stock Split will be 83301J308.

The

description of the amendment to the Certificate of Incorporation set forth above does not purport to be complete and is qualified in

its entirety by the full text of such amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by

reference.

Item

8.01. Other Events.

The

Reverse Stock Split is intended to support the Company’s effort to regain compliance with the minimum bid price requirement for

maintaining the listing of its Class A Common Stock on the Nasdaq Capital Market, and to make the bid price more attractive to a

broader group of institutional and retail investors. The Nasdaq Capital Market requires, among other things, that a listed company’s

common stock maintain a minimum bid price of at least $1.00 per share (the “Minimum Bid Price Requirement”). However, there

can be no assurance that the Reverse Stock Split will have the desired effect of sufficiently raising the bid price of the Class A

Common Stock for the required period or that Nasdaq will not delist our Class A Common Stock due to our failure to achieve compliance

with the Minimum Bid Price Requirement by June 29, 2026.

addition, on July 1, 2026, the Company issued a press release relating to the Reverse Stock Split described in this Current Report

on Form 8-K. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibit

Description

3.1

Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Snail, Inc., dated July 2, 2026

99.1

Press Release, dated July 1, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

SNAIL,

INC.

Date:

July 2, 2026

By:

/s/

Hai Shi

Name:

Hai

Shi

Title:

Chief

Executive Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit

3.1

Certificate

of Amendment of the

Amended and Restated Certificate of Incorporation of

Snail, Inc.

(Pursuant

to Section 242 of the General Corporation Law of the State of Delaware)

Snail,

Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation

Law of the State of Delaware (the “General Corporation Law”), hereby certifies as follows:

1. The

Board of Directors of the Corporation has duly adopted a resolution pursuant to Section 242

of the General Corporation Law setting forth a proposed amendment to the Amended and Restated

Certificate of Incorporation of the Corporation, as amended (the “Certificate of Incorporation”),

and declaring said amendment to be advisable. The requisite stockholders of the Corporation

have duly approved said proposed amendment in accordance with Sections 242 and 228 of the

General Corporation Law. The amendment amends the Certificate of Incorporation as follows:

Article

IV of the Certificate of Incorporation is hereby amended to add the following Section (E):

“Upon

this Certificate of Amendment to the Certificate of Incorporation becoming effective pursuant to the General Corporation Law of the State

of Delaware (the “Effective Time”), all shares of the Corporation’s Common Stock, including Class A Common Stock and

Class B Common Stock, issued and outstanding immediately prior to the Effective Time and the shares of Common Stock issued and held in

the treasury of the Corporation immediately prior to the Effective Time shall be reclassified as and combined into a smaller number of

shares such that at a ratio of five (5) shares of issued and outstanding Common Stock of a given class immediately prior to the Effective

Time are automatically combined into one (1) validly issued, fully paid and nonassessable share of Common Stock of the same class (the

“Reverse Stock Split”). Notwithstanding the immediately preceding sentence, no fractional shares shall be issued and, in

lieu thereof, any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and

combination following the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such

holder) shall be entitled to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before

the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest multiplied by the average closing

sales price of the Class A Common Stock as reported on the Nasdaq Capital Market for the ten (10) days preceding the Effective Time.

Each

stock certificate or book-entry position that, immediately prior to the Effective Time, represented shares of Common Stock that were

issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the

necessity of presenting the same for exchange, represent that number of whole shares of Common Stock after the Effective Time into which

the shares of Common Stock formerly represented by such certificate or book-entry position shall have been reclassified and combined

(as well as the right to receive cash in lieu of fractional shares of Common Stock after the Effective Time).”

2. This

Certificate of Amendment shall be effective at 11:59 PM Eastern Time on July 2, 2026.

WITNESS WHEREOF, this Corporation has caused this Certificate of Amendment of the Amended and Restated Certificate of Incorporation,

as amended, to be signed by its Chief Financial Officer this 1st day of July, 2026.

Snail,

Inc.

By: /s/

Heidy Chow

Name: Heidy

Chow

Title: Chief

Financial Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Snail

Announces Reverse Stock Split to Support Effort to Regain Compliance with Nasdaq’s Minimum Bid Price

CULVER

CITY, Calif., July 1, 2026 (GLOBE NEWSWIRE) — Snail, Inc. (Nasdaq: SNAL) (“Snail” or the “Company”), a

leading global independent developer and publisher of interactive digital entertainment, today announced that it will effect a 1-for-5

reverse stock split (the “Reverse Stock Split”) of its Class A Common Stock, par value $0.0001 per share (the “Class

A Common Stock”) and Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and together with

the Class A Common Stock, the “Common Stock”). The Reverse Stock Split will become effective at 11:59 p.m. Eastern Time on

July 2, 2026 (the “Effective Time”). The Company’s Class A Common Stock will continue to trade on the Nasdaq Capital

Market (“Nasdaq”) under the symbol “SNAL” and will begin trading on a split-adjusted basis when the Nasdaq opens

on July 6, 2026. The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 83301J308.

June 2, 2026, a written consent was delivered to the Company’s Board of Directors from the holders of 95% of the voting power of

the Company’s issued and outstanding Common Stock (the “Majority Stockholders”), pursuant to which the Majority Stockholders

approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate

of Incorporation”) to effect a reverse stock split with respect to the Common Stock at a ratio of 1-for-2 to 1-for-10, with the

ratio within such range to be determined at the discretion of the Board of Directors. The Company’s Board of Directors subsequently

approved the final ratio for the Reverse Stock Split of 1-for-5.

The

Reverse Stock Split will proportionally reduce the number of outstanding shares of Common Stock from approximately 15,468,890 shares

of Class A Common Stock and 28,748,580 shares of Class B Common Stock to approximately 3,093,778 shares of Class A Common Stock and 5,749,716

shares of Class B Common Stock. The ownership percentage of each stockholder will remain unchanged other than as a result of fractional

shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise of outstanding warrants

or options, or the conversion of outstanding convertible notes, as well as to the applicable exercise or conversion price. There will

be no change to the total number of authorized shares of Common Stock as set forth in the Certificate of Incorporation. Stockholders

whose shares are held in brokerage accounts should direct any questions concerning the Reverse Stock Split to their broker. All stockholders

of record may direct questions to the Company’s transfer agent, Equiniti Trust Company, LLC at 800-468-9716.

The

Reverse Stock Split is intended to support the Company’s effort to regain compliance with the minimum bid price requirement for

maintaining the listing of its Class A Common Stock on the Nasdaq Capital Market, and to make the bid price more attractive to a broader

group of institutional and retail investors. The Nasdaq Capital Market requires, among other things, that a listed company’s common

stock maintain a minimum bid price of at least $1.00 per share.

Any

person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following

the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled

to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the reverse split that would

otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as

reported on the Nasdaq for the ten days preceding the Effective Time.

Snail

Social Media: X | YouTube | Instagram | TikTok | Facebook

About

Snail, Inc.

Snail,

Inc. (Nasdaq: SNAL) is a leading global independent developer and publisher of interactive digital entertainment for consumers around

the world, with a premier portfolio of premium games designed for use on a variety of platforms, including consoles, PCs, and mobile

devices. For more information, please visit: https://snail.com/

Forward-Looking

Statements

This

press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this

press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,”

“expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,”

“estimate” and “potential,” or the negative of these terms or other similar expressions. Forward-looking statements

appear in a number of places in this press release and include, but are not limited to, statements regarding the Reverse Stock Split

allowing the Company to regain compliance with Nasdaq’s minimum bid price requirement, enabling the Company to attract a broader

universe of investors; and assumptions underlying any of the foregoing.

Further

information on risks, uncertainties and other factors that could affect Snail’s financial results and business include Snail’s

ability to strengthen its gaming portfolio’s visibility; Snail’s ability to expand and grow its franchise and increase its

revenue; Snail’s ability to retain its key employees or maintain its Nasdaq listing; and the risks that are included in its filings

with the Securities and Exchange Commission (the “SEC”) from time to time, including its annual reports on Form 10-K and

quarterly reports on Form 10-Q filed, or to be filed, with the SEC. You should not rely on these forward-looking statements, as actual

outcomes and results may differ materially from those expressed or implied in the forward-looking statements as a result of such risks

and uncertainties. All forward-looking statements in this press release are based on management’s beliefs and assumptions and on

information currently available to Snail, and Snail does not assume any obligation to update the forward-looking statements provided

to reflect events that occur or circumstances that exist after the date on which they were made.

Investor

Contact

John

Yi and Steven Shinmachi

Gateway Group, Inc.

949-574-3860

SNAL@gateway-grp.com

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-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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