Welcome to our dedicated page for Snail SEC filings (Ticker: SNAL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Snail, Inc. filings document a public interactive entertainment company with game publishing, development and licensing activities centered on Snail Games USA. Its regulatory disclosures include financial results, registration statements, securities offerings, executive compensation arrangements, annual proxy matters and Nasdaq continued-listing compliance notices.
Material-event reports describe agreements tied to the ARK franchise, including the exclusive worldwide license for ARK: Survival Evolved and ARK: Survival Ascended, as well as financing arrangements involving convertible securities. Proxy filings cover board elections, auditor ratification and stockholder meeting procedures, while offering and periodic disclosures address capital structure, related-party arrangements, risk factors and corporate governance.
Snail, Inc. reported that Nasdaq has issued a staff determination to delist its Class A common stock from the Nasdaq Capital Market after the company failed to meet the $1.00 minimum bid price requirement and certain continued listing standards. Snail plans to request a hearing before a Nasdaq panel, which would temporarily stay any suspension or delisting.
The company also approved and implemented a 1-for-5 reverse stock split of its Class A and Class B common stock, effective at 11:59 p.m. Eastern Time on July 2, 2026, with split-adjusted trading beginning July 6, 2026. The reverse split will reduce outstanding shares of Class A stock from about 15.47 million to about 3.09 million and Class B stock from about 28.75 million to about 5.75 million, while leaving each holder’s ownership percentage largely unchanged except for cash paid in lieu of fractional shares. Snail states that the reverse split is intended to help regain compliance with Nasdaq’s minimum bid price requirement.
Snail, Inc. disclosed that holders of approximately 95% of its voting power approved an amendment to its certificate of incorporation to permit a reverse stock split at a ratio in the range 1-for-2 to 1-for-10, to be selected at the Board’s discretion. The action was taken by written consent and, under Section 14(c), would become effective on or about July 2, 2026 (about 20 days after mailing).
The Reverse Stock Split would apply uniformly to Class A and Class B Common Stock, would not change authorized shares (500,000,000 Class A; 100,000,000 Class B) but would reduce issued and outstanding shares proportionally, create additional authorized-but-unissued shares, and permit cash payments in lieu of fractional shares based on the ten-day average Nasdaq closing price preceding the Effective Time. The Board may abandon or defer the Split and must implement it within one year of stockholder approval.
Snail, Inc. received written consent from two majority stockholders holding 95% of the voting power to approve an amendment authorizing a reverse stock split of its common stock. The split ratio may range from 1-for-2 to 1-for-10, with the exact ratio to be set later by the Board of Directors.
The Board also has discretion to abandon the amendment. A preliminary information statement on Schedule 14C has been filed, and a definitive version will be mailed to stockholders of record as of June 2, 2026. The reverse split may be implemented no earlier than 20 days after that mailing.
Snail, Inc. informed holders that the Majority Stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s Class A and Class B Common Stock at a ratio in the range of 1-for-2 to 1-for-10. The approval was obtained by written consent of holders representing approximately 95 of the voting power as of the record date, June 2, 2026. The Board has sole discretion to select a final ratio within the stated range, to abandon the amendment, and to file the Certificate of Amendment; if implemented, the Reverse Stock Split becomes effective upon filing with the Delaware Secretary of State. The corporate action will become effective on or about approximately 20 calendar days after mailing the Information Statement. The filing notes the Company received a Nasdaq notice for failure to meet the $1.00 minimum bid price and that the Board may elect a Reverse Stock Split to attempt to regain compliance prior to June 29, 2026. As of the Record Date the filing discloses 16,269,210 shares of Class A Common Stock authorized, with 16,269,210 issued and 14,918,935 outstanding, and 28,748,580 shares of Class B Common Stock issued and outstanding.
Snail, Inc. director and 10% owner Zhou Ying reported an indirect acquisition of Class A Common Stock through SDE, Inc. On this Form 4, an entity controlled by Zhou, SDE, Inc., received 1,100 shares of Class A Common Stock at a reported price of $0.91 per share in a grant, award, or other acquisition transaction. Following this transaction, SDE, Inc. held 6,300 Class A shares indirectly for Zhou. The filing also lists substantial indirect holdings of Class B Common Stock held by Zhou’s spouse and by Amethyst Fortune Development Limited, which is controlled by Zhou, providing context on her overall ownership position.
Snail, Inc. filed an amended current report to correct dates and present final voting results from its 2026 Annual Meeting of Stockholders. The company uses a dual‑class structure, with Class A common stock carrying one vote per share and Class B common stock carrying ten votes per share.
As of the April 15, 2026 record date, 13,873,422 Class A shares and 28,748,580 Class B shares were outstanding and entitled to vote. Holders representing 291,710,391 votes, or 96.8% of total voting power, were present or represented by proxy, establishing a quorum.
Stockholders elected eight directors, including Hai Shi and Jim Tsai, each receiving about 288 million votes for and minimal withheld votes, with broker non‑votes reported for each nominee. They also ratified BDO USA, P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 291,440,661 votes for, 204,581 against, and 65,149 abstentions.
Snail, Inc. held its 2026 Annual Meeting of Stockholders, where all eight director nominees were elected and the independent auditor was ratified. Stockholders representing 291,710,391 votes, or 96.8% of total voting power, were present or represented by proxy, providing a strong quorum.
Each director nominee received over 287.9 million votes in favor, with minimal votes withheld and 3,622,465 broker non-votes for each seat. Stockholders also ratified the appointment of BDO USA, P.C. as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 291,440,661 votes for, 204,581 against, and 65,149 abstentions.
Snail, Inc. director and ten percent owner Zhou Ying reported indirect acquisitions and holdings of company stock. Two Form 4 entries show grants or awards of Class A Common Stock to SDE Inc., an entity controlled by Zhou Ying, totaling 4,000 shares at $0.93 per share on one date and 700 shares at $0.95 per share on another date, with updated indirect Class A holdings reported after each grant. The filing also reports large indirect holdings of Class B Common Stock held by a spouse and by Amethyst Fortune Development Limited, an entity controlled by Zhou Ying, indicating significant voting or economic exposure through related parties.
Snail, Inc. has received an extension from Nasdaq to regain compliance with its continued listing standards after previously failing to meet required financial thresholds. Nasdaq requires at least $500,000 in net income from continuing operations in the most recent year or two of the last three, or alternatives based on market value or equity.
The company reported net income from continuing operations only in 2024, with net losses in 2023 and 2025, and it also did not meet Nasdaq’s market value or minimum stockholders’ equity standards. Nasdaq accepted Snail’s compliance plan and granted until September 22, 2026 to evidence compliance or face potential delisting of its Class A common stock.
Snail expects to implement its plan, which may involve equity financing and/or debt conversion or similar transactions, but there is no assurance it will successfully regain compliance. For now, the Class A common stock continues to trade on The Nasdaq Capital Market while the company works to satisfy all continued listing requirements.
Snail, Inc. expanded its existing at-the-market stock offering program by filing an amendment that increases available capacity to $3,660,000 of Class A common shares. This sits on top of Class A shares previously sold for an aggregate sales price of $4,367,863 under the same program.
The company is not obligated to sell any additional shares and will choose whether to use the ATM based on market conditions and strategic priorities. The program continues under an offering agreement with H.C. Wainwright & Co. as sales agent, and a legal opinion from Blank Rome LLP covers the validity of any issued shares.