Filing Analysis
Snail, Inc. entered into two service agreements with Suzhou Snail Digital Technology Co., Ltd., a company controlled by the CEO and a Director of Snail, Inc. The agreements involve technical production and game testing services totaling $1,116,000 over one year.
🚩 Red Flags
- Related-party transactions involving the CEO (Hai Shi) and a Director (Ying Zhou).
- Significant conflict of interest as the CEO's company is providing services to Snail, Inc.
- Family relationship between the CEO and a Board Director involved in the counterparty entity.
📋 Key Facts
- Entered into Short Drama Production Business Agreement with Suzhou Snail for SaltyTV platform; total value $864,000 (Aug 1, 2026 - July 31, 2027).
- Entered into Game Testing Service Agreement with Suzhou Snail; total value $252,000 (Aug 1, 2026 - July 31, 2027).
- CEO Hai Shi is the founder and Chairman of Suzhou Snail.
- Director Ying Zhou is a Vice President and Director of Suzhou Snail; she is also the spouse of CEO Hai Shi.
- Payments for both contracts are structured in four quarterly installments starting September 30, 2026.
Snail, Inc. filed an 8-K to announce its quarterly financial results for the period ended June 30, 2026. The filing serves as a formal notification that a press release containing these results was issued on August 11, 2026.
📋 Key Facts
- The company released financial information for the quarter ended June 30, 2026.
- Results were announced via press release dated August 11, 2026.
- The filing is an Item 2.02 disclosure regarding Results of Operations and Financial Condition.
Snail, Inc. has received a delisting notice from Nasdaq due to failure to maintain the minimum $1.00 bid price and failure to meet continued listing standards (equity/market value). In response, the company is implementing a 1-for-5 reverse stock split effective July 2, 2026, to attempt to regain compliance.
🚩 Red Flags
- Delisting notice received from Nasdaq
- Failure to meet minimum bid price requirement ($1.00)
- Failure to meet continued listing standards (equity/market value/net income)
- Implementation of a reverse stock split (often viewed as a sign of distress)
- Ineligibility for a second 180-day compliance period due to failure to meet other listing standards
📋 Key Facts
- Nasdaq issued a Staff Determination on July 1, 2026, to delist Class A Common Stock per Rule 5810(c)(3)(A)(iii).
- Company failed the Minimum Bid Price Requirement ($1.00) and Continued Listing Standards (equity/market value/net income).
- Implementing a 1-for-5 reverse stock split effective July 2, 2026.
- Class A Common Stock shares will reduce from ~15.47M to ~3.09M; Class B from ~28.75M to ~5.75M.
- The company intends to request a hearing before the Nasdaq Hearings Panel to appeal the delisting decision.
Snail, Inc. has announced that its majority stockholders (holding 95% of voting power) have approved an amendment to the Certificate of Incorporation to effect a reverse stock split. The split will be within a range of 1-for-2 to 1-for-10, with the final ratio to be determined by the Board of Directors.
🚩 Red Flags
- Reverse stock splits are typically indicative of a need to artificially inflate share price to meet minimum exchange listing requirements (Nasdaq Capital Market).
- The wide range of the split (1-for-2 to 1-for-10) provides significant discretion to the Board, creating uncertainty for minority shareholders.
📋 Key Facts
- Reverse stock split ratio range is 1-for-2 to 1-for-10.
- Approved via written consent from Majority Stockholders Hai Shi and Ying Zhou on June 2, 2026.
- Majority Stockholders hold 95% of the voting power of Class A and Class B Common Stock.
- A preliminary Information Statement on Schedule 14C was filed on June 2, 2026.
- Implementation will occur no earlier than 20 days after the mailing of the definitive Information Statement.
Snail, Inc. filed an amended 8-K to correct typographical errors regarding the dates of its 2026 Annual Meeting of Stockholders. The filing reports the results of the meeting, including the election of eight directors and the ratification of BDO USA, P.C. as the independent auditor.
📋 Key Facts
- Annual Meeting of Stockholders held on May 27, 2026.
- Eight nominees for the Board of Directors were elected (Hai Shi, Jim Tsai, Heidy Chow, Peter Kang, Ying Zhou, Neil Foster, Sandra Pundmann, and Ryan Jamieson).
- BDO USA, P.C. was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Quorum was established with 96.8% of total voting power present or represented by proxy (291,710,391 votes).
- Voting structure consists of Class A (1 vote/share) and Class B (10 votes/share) common stock.
Snail, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 19, 2025 (sic), where stockholders elected eight directors and ratified the appointment of BDO USA, P.C. as the independent auditor for the fiscal year ending December 31, 2026.
📋 Key Facts
- Annual Meeting held on June 19, 2025 (Note: The filing date is May 28, 2026, suggesting a typo in the meeting date provided in the text)
- Eight directors were elected: Hai Shi, Jim Tsai, Heidy Chow, Peter Kang, Ying Zhou, Neil Foster, Sandra Pundmann, and Ryan Jamieson
- BDO USA, P.C. was ratified as the independent registered public accounting firm for fiscal year 2026
- Quorum was present with 96.8% of total voting power represented
- Class A Common Stock: 13,873,422 shares outstanding
- Class B Common Stock: 28,748,580 shares outstanding
Snail, Inc. received a deficiency letter from Nasdaq regarding failure to meet minimum net income, market value of listed securities, or stockholders' equity requirements. The company has been granted an extension until September 22, 2026, to regain compliance.
🚩 Red Flags
- Company failed multiple Nasdaq listing requirements simultaneously (income, equity, and market value).
- The proposed 'Compliance Plan' is vague and relies on 'potential equity financing and/or debt conversion arrangements', indicating a high risk of shareholder dilution.
📋 Key Facts
- Received deficiency letter from Nasdaq on March 26, 2026.
- Failed to meet the Net Income Requirement ($500,000 minimum net income from continuing operations in most recent fiscal year or two of last three).
- Failed to meet alternative standards: market value of listed securities (min $35 million) or stockholders' equity (min $2,500,000).
- Compliance Plan submitted on May 11, 2026, and accepted by Nasdaq on May 20, 2026.
- Deadline to evidence compliance is September 22, 2026.
- Failure to comply by the Q3 2026 report filing will result in delisting of Class A Common Stock.
Snail, Inc. has filed an amendment to its prospectus supplement to increase the capacity of its existing at-the-market (ATM) offering program by $3,660,000. This capacity increase is in addition to $4,367,863 of Class A Common Stock already sold under the program prior to this amendment.
🚩 Red Flags
- Potential dilution to existing shareholders from the additional $3,660,000 ATM capacity.
- The company has already utilized $4,367,863 of its ATM, indicating ongoing reliance on equity issuance for capital.
📋 Key Facts
- Snail, Inc. increased its ATM offering capacity by $3,660,000 of Class A Common Stock.
- Prior to this amendment, the company had already sold $4,367,863 of shares under the ATM program.
- The ATM program is conducted through sales agent H.C. Wainwright & Co. LLC under an agreement dated August 7, 2025.
- The company is under no obligation to issue any shares and will utilize the program at its discretion.
Snail, Inc. reported its financial results for the first quarter ended March 31, 2026, via a press release. The filing is a routine quarterly update on the company's operations and financial condition.
📋 Key Facts
- The report was filed on May 13, 2026, covering the fiscal quarter ended March 31, 2026.
- The disclosure was made under Item 2.02 (Results of Operations and Financial Condition).
- A press release detailing the financial results was included as Exhibit 99.1.
Snail, Inc. entered into two significant material agreements with entities controlled by its CEO, Hai Shi, and his spouse, Ying Zhou. These include an amendment to the ARK1 license agreement reducing monthly fees and a new $1.966 million outsourcing agreement for game development.
🚩 Red Flags
- Extensive related-party transactions: Both the licensor (SDE Inc.) and the development partner (Suzhou Snail) are controlled by the CEO and/or his spouse.
- High royalty burden: The company pays up to 60% of revenue for 'ARK: Survival Evolved' to a related party.
- Concentration risk: The company's core franchise (ARK) is dependent on licenses from an entity controlled by the CEO's spouse.
📋 Key Facts
- Amendment No. 3 with SDE Inc. (controlled by CEO's spouse) reduces monthly licensing fees from $2 million to $1.5 million effective April 1, 2026.
- The monthly licensing fee obligation is set to cease upon the public release of the sequel 'ARK 2'.
- Royalties remain at 25% of revenue for 'ARK: Survival Ascended' and 60% for 'ARK: Survival Evolved'.
- A new Software Development Outsourcing Agreement was signed with Suzhou Snail (controlled by CEO and spouse) for 'Project Aether'.
- The Company will pay Suzhou Snail $1.966 million in four quarterly installments of $491,500 starting in Q2 2026.
- The Company retains all intellectual property and copyrights for 'Project Aether'.
Snail, Inc. received a deficiency letter from Nasdaq on March 26, 2026, for failing to meet the minimum net income requirement of $500,000. The company also failed to meet alternative listing standards regarding market value and stockholders' equity, and has until May 11, 2026, to submit a plan to regain compliance.
🚩 Red Flags
- Failure to meet all three primary Nasdaq continued listing pathways (Net Income, Market Value, and Equity).
- Reported net losses in two of the last three fiscal years (2023 and 2025).
- Potential for significant shareholder dilution through equity financing to meet the stockholders' equity requirement.
📋 Key Facts
- Received Nasdaq deficiency letter on March 26, 2026, regarding the Net Income Requirement.
- Failed to maintain $500,000 in net income from continuing operations in the most recent fiscal year or two of the last three.
- Reported net losses from continuing operations in fiscal years 2023 and 2025.
- Failed alternative Nasdaq listing standards: Market value of listed securities (minimum $35 million) and stockholders' equity (minimum $2.5 million).
- The company has 45 calendar days (until May 11, 2026) to submit a compliance plan to Nasdaq.
- Management is considering equity and/or debt financing arrangements to regain compliance.
Snail, Inc. issued a press release on March 19, 2026, announcing its financial results for the fiscal year ended December 31, 2025. The filing serves as a standard disclosure of the company's annual performance and includes the full press release as an exhibit.
📋 Key Facts
- The report date and earliest event reported is March 19, 2026.
- Financial results cover the fiscal year ended December 31, 2025.
- The disclosure was made under Item 2.02 (Results of Operations and Financial Condition).
- The company maintains its status as an emerging growth company.
Snail, Inc. received a notice from Nasdaq stating it failed to maintain a minimum bid price of $1.00 for 30 consecutive business days (Nov 11, 2025 – Dec 29, 2025). The company has been granted a 180-day compliance period ending June 29, 2026.
🚩 Red Flags
- Delisting notice from Nasdaq
- Potential for a mandatory reverse stock split to maintain listing
- Failure to maintain minimum $1.00 bid price indicates significant downward pressure on share price
📋 Key Facts
- Nasdaq notice received on December 30, 2025.
- Failure to meet Minimum Bid Price Requirement (Rule 5550(a)(2)) for 30 consecutive business days.
- Compliance period lasts 180 calendar days, expiring June 29, 2026.
- Compliance can be achieved if the stock closes at or above $1.00 for 10 consecutive business days during the period.
- The company explicitly mentioned considering a reverse stock split to regain compliance.
Snail, Inc. entered into a $1,000,000 convertible promissory note offering with an accredited investor on November 26, 2025. The deal includes a 10% original issuance discount (OID) and features a floating conversion price for a portion of the note, which may lead to significant dilution.
🚩 Red Flags
- Floating conversion price (the 'ratchet' feature) on a portion of the note, which is highly dilutive to existing shareholders.
- Significant dilution potential: The company must reserve at least 1.5x the shares issuable upon full conversion.
- High default penalty: Unpaid amounts after default are subject to a 120% multiplier of principal plus interest.
- Use of OID (Original Issue Discount) often indicates high-cost capital for micro-cap companies.
📋 Key Facts
- Total principal amount of the unsecured convertible promissory note is $1,000,000.
- The Note includes a 10% original issuance discount (OID).
- Interest rate is 5% on the principal amount when due; default interest is the lesser of 10% or the legal maximum.
- Conversion price for $288,750 of the note is the lesser of $5.00 or 92% of the 5-day VWAP (floating conversion feature).
- The Company must reserve shares equal to at least 1.5x the number of shares issuable upon full conversion.
- A Registration Rights Agreement requires the company to file an S-1 or S-3 within 90 days and have it effective within 120 days.
Snail, Inc. filed an 8-K to announce its financial results for the third fiscal quarter ended September 30, 2025. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Reporting period: Third fiscal quarter ended September 30, 2025.
- Filing date: November 12, 2025.
- The company is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Snail, Inc. entered into a $2.2 million convertible promissory note offering with an accredited investor on October 24, 2025. The deal includes a significant 10% original issuance discount (OID) and features a floating conversion price for a portion of the debt, which may lead to immediate dilution.
🚩 Red Flags
- Significant dilution risk due to floating conversion price (Full Ratchet/Variable Price feature)
- High cost of capital indicated by the 10% Original Issuance Discount (OID)
- Default penalty is severe: 120% of principal plus accrued interest
- The company is an 'emerging growth company' seeking external financing, often indicative of cash constraints
📋 Key Facts
- Aggregate principal amount of Note: $2,200,000
- Purchase price: $2,000,000 (due to 10% Original Issuance Discount)
- Maturity date: 12 months from issuance (October 2026)
- Interest rate: 5% one-time charge on principal; default interest up to 10% or max legal limit
- Conversion Price: $5.00, but for $577,500 of the Note, price is the lesser of $5.00 or 92% of the 5-day VWAP (floating conversion feature)
- The company must reserve shares equal to at least 3,275,046 shares or 1.5x the full conversion amount
- Includes a Registration Rights Agreement requiring an S-1/S-3 filing within 90-120 days
Snail, Inc. announced amendments to the employment/offer letters for its CEO, CFO, and SVP of Business Development, primarily involving increases to their annual base salaries effective October 6, 2025.
🚩 Red Flags
- Salary increases for top executives in a micro-cap environment can sometimes signal cash flow concerns or attempts to retain talent amidst instability, though no direct evidence of distress is provided here.
📋 Key Facts
- Effective October 6, 2025, Hai Shi (CEO) will receive an annual base salary of $440,000.
- Effective October 6, 2025, Heidy Chow (CFO) will receive an annual base salary of $418,000.
- Effective October 6, 2025, Peter Kang (SVP, Business Development and Operations) will receive an annual base salary of $330,000.
Snail, Inc. announced that Xuedong (Tony) Tian will not be renewing his offer letter to serve as Co-Chief Executive Officer, effective September 30, 2025. Consequently, founder Hai Shi has been appointed as the sole Chief Executive Officer of Snail Games and its affiliates, effective October 1, 2025.
🚩 Red Flags
- Transition from Co-CEO structure to sole CEO suggests a shift in management control or internal strategic realignment.
- The departure of a Co-CEO can sometimes signal friction or differing strategic visions within the executive team.
📋 Key Facts
- Xuedong (Tony) Tian's term as Co-CEO was set to end on September 30, 2025; both parties mutually agreed not to extend the term.
- Hai Shi has been appointed as the sole Chief Executive Officer effective October 1, 2025.
- Hai Shi currently serves as Founder, Chairman of the Board, and Chief Strategy Officer.
- The departure follows a period where Hai Shi and Tony Tian served as Co-CEOs starting April 15, 2024.
Snail, Inc. filed an 8-K to announce the release of its financial results for the second fiscal quarter ended June 30, 2025.
📋 Key Facts
- Report date: August 19, 2025
- Reporting period: Second fiscal quarter ended June 30, 2025
- The filing is a standard announcement of quarterly earnings results via press release (Exhibit 99.1).
Snail, Inc. entered into an At The Market (ATM) offering agreement with H.C. Wainwright & Co., LLC to sell Class A Common Stock up to an aggregate market value of $4.5 million. Additionally, the company announced it is exploring a strategic digital asset initiative involving a proprietary USD-backed stablecoin.
🚩 Red Flags
- ATM offerings are often used by micro-cap companies to raise immediate working capital, which can lead to shareholder dilution.
- The proposed stablecoin initiative carries significant regulatory, compliance, and cybersecurity risks.
- Potential for high compliance costs if required to obtain money transmitter or banking licenses.
📋 Key Facts
- Entered into ATM Sales Agreement with H.C. Wainwright & Co., LLC on August 7, 2025.
- The offering allows for the sale of Class A Common Stock up to an aggregate market value of $4,500,000.
- Sales agent commission is set at a fixed rate of up to 3.0% of gross proceeds.
- Company will reimburse Wainwright for legal fees not to exceed $50,000 and $3,500 per Representation Date.
- The company is evaluating the feasibility of introducing its own proprietary USD-backed stablecoin.
Snail, Inc. reported the results of its 2025 Annual Meeting of Stockholders and announced equity compensation grants to three independent directors. The meeting resulted in the election of eight directors and the ratification of BDO USA, P.C. as the company's independent auditor.
📋 Key Facts
- The 2025 Annual Meeting was held on June 19, 2025, with a quorum representing 93.3% of outstanding common stock.
- Eight directors were elected to one-year terms expiring in 2026: Hai Shi, Jim Tsai, Heidy Chow, Peter Kang, Ying Zhou, Neil Foster, Sandra Pundmann, and Ryan Jamieson.
- BDO USA, P.C. was ratified as the independent registered public accounting firm for fiscal year ending December 31, 2025.
- Three non-employee directors (Neil Foster, Sandra Pundmann, and Ryan Jamieson) were granted Restricted Stock Units (RSUs) on June 20, 2025.
- The RSUs were issued based on a closing price of $1.35 per share as of the grant date.
Snail, Inc. filed an 8-K to announce its financial results for the first fiscal quarter ended March 31, 2025. The filing serves as a formal announcement of the earnings release via press release.
📋 Key Facts
- Reporting period: First fiscal quarter ended March 31, 2025.
- Filing date: May 14, 2025.
- The company is an 'emerging growth company' as defined by the SEC.
- Financial results were released via press release (Exhibit 99.1).
Snail, Inc. filed an 8-K to announce its financial results for the fiscal year ended December 31, 2024. The filing serves as a formal announcement of the press release containing these results.
📋 Key Facts
- Report date: March 26, 2025
- Reporting period: Fiscal year ended December 31, 2024
- The company is an emerging growth company as defined by the SEC.
Snail, Inc. entered into agreements to issue $3.3 million in unsecured convertible promissory notes with two accredited investors. The offering includes a 10% original issuance discount and features a floating conversion price for a portion of the notes, which may lead to significant dilution.
🚩 Red Flags
- Death Spiral Provision: A portion of the notes converts at a discount to the market price (92% of VWAP), which is highly dilutive and can trigger downward pressure on the stock price.
- High OID/Interest: The 10% original issuance discount and additional interest charges represent expensive capital.
- Significant Dilution Risk: The company must reserve shares equal to at least 1.5x the conversion amount, indicating substantial potential dilution for existing shareholders.
- Default Penalty: An event of default triggers a penalty payment of 120% of principal plus accrued interest.
📋 Key Facts
- Total principal amount of Notes: $3,300,000 (two notes: $2.2M and $1.1M).
- Investors paid a total of $3,000,000 for the $3.3M in notes (10% OID).
- Notes carry a 5% one-time interest charge due at maturity.
- Maturity date is 12 months from issuance (February 2026).
- Conversion price: $5.00 per share, but a portion ($866,250 of principal) converts at the lesser of $5.00 or 92% of the 5-day VWAP.
- Majority Stockholders provided written consent on Feb 20, 2025, to waive Nasdaq Rule 5635(d) requirements regarding share issuance limits.
Snail, Inc. filed an 8-K to announce the release of its financial results for the third fiscal quarter ended September 30, 2024.
📋 Key Facts
- Reporting period: Third fiscal quarter ended September 30, 2024.
- Filing date: November 13, 2024.
- The filing serves as a placeholder for the press release containing detailed financial results (Exhibit 99.1).
Snail, Inc. has successfully regained compliance with Nasdaq's Minimum Bid Price Requirement after meeting the $1.00 per share threshold for ten consecutive business days.
🚩 Red Flags
- Historical non-compliance with minimum bid price requirements (previously disclosed in June 2024).
📋 Key Facts
- Nasdaq notified the company on October 18, 2024, that it has regained compliance with Listing Rule 5550(a)(2).
- Compliance was achieved by meeting a minimum bid price of $1.00 or greater for ten consecutive business days (October 4, 2024, to October 17, 2024).
- The previous delisting notice/compliance period was set to expire on December 24, 2024.
- The matter regarding the Minimum Bid Price Requirement is now officially closed by Nasdaq Staff.
Snail, Inc. announced a change in the role of its Chief Operating Officer, Peter Kang. Effective September 16, 2024, Mr. Kang will transition from COO to Vice President, Director of Business Development and Operations.
📋 Key Facts
- Effective Date: September 16, 2024
- Peter Kang is stepping down as Chief Operating Officer (COO).
- New Role: Vice President, Director of Business Development and Operations.
- Mr. Kang will remain a member of the Company's Board of Directors.
Snail, Inc. filed an 8-K to announce the release of its financial results for the second fiscal quarter ended June 30, 2024.
📋 Key Facts
- Report date: August 13, 2024
- Reporting period: Second fiscal quarter ended June 30, 2024
- The filing serves as a placeholder for the earnings press release (Exhibit 99.1).
Snail, Inc. received a deficiency notice from Nasdaq because its stock price closed below $1.00 for 30 consecutive business days (May 10, 2024 – June 26, 2024). The company has until December 24, 2024, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice (non-compliance with minimum bid price rule).
- Potential for mandatory reverse stock split to meet listing requirements.
- Stock has failed to maintain $1.00 minimum for 30 consecutive business days.
📋 Key Facts
- Received deficiency letter from Nasdaq Listing Qualifications Department on June 27, 2024.
- Violation of Nasdaq Listing Rule 5550(a)(2) (Bid Price Rule).
- Compliance deadline for the initial 180-day period is December 24, 2024.
- To regain compliance in a second 180-day period, a reverse stock split may be required.
Snail, Inc. reported the results of its 2024 Annual Meeting of Stockholders held on June 24, 2024. The meeting resulted in the election of eight directors and the ratification of BDO USA, P.C. as the independent auditor for the fiscal year ending December 31, 2024.
📋 Key Facts
- The 2024 Annual Meeting was held on June 24, 2024.
- Eight directors were elected to the Board of Directors with terms expiring at the 2025 Annual Meeting: Hai Shi, Jim Tsai, Heidy Chow, Peter Kang, Ying Zhou, Neil Foster, Sandra Pundmann, and Ryan Jamieson.
- BDO USA, P.C. was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
- A quorum was established with 93.59% of outstanding common stock represented (34,403,049 shares).
- The voting structure includes Class A common stock (1 vote per share) and Class B common stock (10 votes per share).
Snail, Inc. filed an 8-K to announce its financial results for the first fiscal quarter ended March 31, 2024.
📋 Key Facts
- Report date: May 15, 2024
- Reporting period: First fiscal quarter ended March 31, 2024
- The filing includes a press release (Exhibit 99.1) detailing financial results.
- Company is an emerging growth company.
Snail, Inc. announced a leadership transition effective April 15, 2024, involving the resignation of CEO Jim S. Tsai and the appointment of Hai Shi and Xuedong (Tony) Tian as Co-Chief Executive Officers. The company is moving to a dual-CEO structure to manage day-to-day operations and growth.
🚩 Red Flags
- Sudden shift from a single CEO to a Co-CEO structure can sometimes indicate internal friction or strategic shifts, though the filing denies disagreement.
- The appointment of a new Co-CEO (Tian) with significant performance-based equity incentives suggests a push for rapid growth or restructuring.
📋 Key Facts
- Jim S. Tsai resigned as CEO effective April 15, 2024; he will remain on the Board of Directors and serve as a consultant through May 15, 2024.
- Hai Shi (Chairman/CSO) and Xuedong (Tony) Tian were appointed Co-Chief Executive Officers effective April 15, 2024.
- Heidy Chow (CFO) was appointed Chairperson of the Nominating and Corporate Governance Committee and a member of the Compensation Committee.
- Xuedong (Tony) Tian's compensation includes an annual base salary of $300,000 plus performance-based bonuses in cash and restricted stock.
- The company explicitly stated Tsai's resignation was not due to any disagreement regarding operations, policies, or accounting matters.