[10-Q] Snail, Inc. Quarterly Earnings Report
Snail, Inc. (SNAL) reported Q3 2025 results with a sharp year-over-year decline in revenue and profitability. Revenue was $13,819,527 versus $22,530,372 a year ago, and the company recorded a net loss of $7,865,694 compared with net income of $233,161 in Q3 2024. Gross profit was $14,406 as cost of revenues nearly matched sales.
For the nine months ended September 30, 2025, revenue was $56,116,149 versus $58,252,751 last year, with a net loss of $26,375,362 versus net income of $707,318. Operating expenses rose, including general and administrative of $4,844,261 and research and development of $3,731,441 in Q3. The quarter also included an impairment of film assets of $336,134.
The balance sheet shifted to a stockholders’ equity (deficit) of $(21,075,846) from $4,169,162 at December 31, 2024, as total liabilities reached $72,138,991 against total assets of $51,063,145. Cash and cash equivalents increased to $12,284,675. Operating cash flow for the first nine months was $4,150,392, supported by higher current deferred revenue of $30,211,054 tied to yet-to-be-delivered content.
As of November 10, 2025, outstanding shares were 8,998,728 Class A and 28,748,580 Class B.
- Operating cash flow was $4,150,392 for the nine months ended September 30, 2025, and cash and equivalents rose to $12,284,675.
- Q3 revenue fell to $13,819,527 from $22,530,372 year over year.
- Net loss of $7,865,694 in Q3 2025 versus prior-year net income; nine-month net loss of $26,375,362.
- Stockholders’ equity turned to a deficit of $(21,075,846) with total liabilities at $72,138,991.
- Gross margin collapse: gross profit was $14,406 as cost of revenues nearly matched sales.
Insights
Large Q3 revenue drop, loss, and equity deficit signal stress.
Snail, Inc. posted Q3 revenue of
The nine‑month net loss reached
Key dependencies include delivery of deferred content and cost control. Share counts as of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| 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
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
Registrant’s
telephone number, including area code: +1
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange on which registered | ||
(Nasdaq Capital Market) |
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 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, smaller reporting company, or an emerging growth company. See the 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 | ☐ |
| ☒ | 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
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class of Common Stock | Outstanding Shares as of November 10, 2025 | |
| Class
A Common Stock, par value $ |
||
| Class
B Common Stock, par value $ |
SNAIL, INC. AND SUBSIDIARIES
Form 10-Q
For the Quarter Ended September 30, 2025
Table of Contents
| Page | ||
| Cautionary Statement | 1 | |
| PART I. FINANCIAL INFORMATION | ||
| Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 2 |
| Snail, Inc. and Subsidiaries Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024 | 2 | |
| Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended September 30, 2025 and 2024 | 3 | |
| Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024 | 4 | |
| Snail, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 | 5 | |
| Snail, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements | 6 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 32 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 48 |
| Item 4. | Controls and Procedures | 48 |
| PART II. OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 49 |
| Item 1A. | Risk Factors | 49 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 56 |
| Item 3. | Defaults Upon Senior Securities | 57 |
| Item 4. | Mine Safety Disclosures | 57 |
| Item 5. | Other Information | 57 |
| Item 6. | Exhibits | 57 |
| SIGNATURES | 58 | |
| i |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this Quarterly Report 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 Quarterly Report and include, but are not limited to, statements regarding our intent, belief or current expectations. These forward-looking statements include information about possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified described in “Part II, Item 1A. – Risk Factors,” of this Quarterly Report. The statements we make regarding the following matters are forward-looking by their nature:
| ● | our ability to re-establish profitable operations, raise additional capital or renegotiate our debt arrangements; | |
| ● | our growth prospects and strategies; | |
| ● | launching new games and additional functionality to games that are commercially successful; | |
| ● | our expectations regarding significant drivers of our future growth; | |
| ● | our failure to comply or regain compliance with the continued listing requirements of the Nasdaq Capital Market; | |
| ● | our ability to retain and increase our player base and develop new video games and enhance our existing games; | |
| ● | competition from companies in a number of industries, including other casual game developers and publishers and both large and small, public and private multimedia companies; | |
| ● | our ability to attract and retain a qualified management team and other team members while controlling our labor costs; | |
| ● | our relationships with third-party platforms such as Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, the Apple App Store, the Google Play Store, My Nintendo Store and the Amazon Appstore; | |
| ● | our ability to successfully enter new markets and manage our international expansion; | |
| ● | protecting and developing our brand and intellectual property portfolio; | |
| ● | costs associated with defending intellectual property infringement and other claims; | |
| ● | our future business development, results of operations and financial condition; | |
| ● | rulings by courts or other governmental authorities; | |
| ● | our Share Repurchase Program (as defined below), including expectations regarding the timing and manner of repurchases made under the Share Repurchase Program; | |
| ● | our plans to pursue and successfully integrate strategic acquisitions; | |
| ● | other risks and uncertainties described in this Quarterly Report, including those described in Item 1A of Part II, “Risk Factors”; | |
| ● | we may require additional capital to support our strategic digital asset initiative, and implementing such initiative may subject us to various licensing requirement and significant compliance costs; | |
| ● | any negative publicity regarding stablecoins or the broader digital asset industry may have an outsize negative effect on consumer confidence in our proposed proprietary stablecoins; and | |
| ● | assumptions underlying any of the foregoing. |
Further information on risks, uncertainties and other factors that could affect our financial results are included in our filings with the United States Securities and Exchange Commission (the “SEC”) from time to time, including in Item 1A of Part II, “Risk Factors,” of this Quarterly Report and other periodic reports on Form 10-K and 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 Quarterly Report are based on management’s beliefs and assumptions and on information currently available to us as of the date of this filing, and we do 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.
| 1 |
PART I
Item 1. Condensed Consolidated Financial Statement (Unaudited)
Snail, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024
| September 30, 2025 | December 31, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Accounts receivable – related party | — | |||||||
| Accounts receivable | — | |||||||
| Loan and interest receivable – related party | ||||||||
| Prepaid expenses – related party | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Prepaid taxes | ||||||||
| Total current assets | ||||||||
| Restricted cash and cash equivalents | ||||||||
| Accounts receivable – related party, net of current portion | — | |||||||
| Prepaid expenses – related party, net of current portion | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Deferred income taxes | ||||||||
| Other noncurrent assets, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES, NONCONTROLLING INTERESTS AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accounts payable – related parties | ||||||||
| Accounts payable | ||||||||
| Accrued expenses and other liabilities | ||||||||
| Interest payable – related parties | ||||||||
| Revolving loan | ||||||||
| Convertible notes at fair value | — | |||||||
| Current portion of long-term promissory note | ||||||||
| Current portion of deferred revenue | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Accrued expenses | ||||||||
| Deferred revenue, net of current portion | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | - | |||||||
| Stockholders’ Equity: | ||||||||
| Class A common stock, $ | ||||||||
| Class B common stock, $ | ||||||||
| Common stock, value | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Treasury stock at cost ( | ( | ) | ( | ) | ||||
| Total Snail, Inc. equity (deficit) | ( | ) | ||||||
| Noncontrolling interests | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities, noncontrolling interests and stockholders’ equity | $ | $ | ||||||
See accompanying notes to condensed consolidated financial statements (unaudited)
| 2 |
Snail, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine months Ended September 30, 2025 and 2024
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Depreciation – property and equipment | ||||||||||||||||
| Impairment of film assets | — | — | ||||||||||||||
| Total operating expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ( | ) | ||||||||||||
| Other income (expense): | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest income - related parties | ||||||||||||||||
| Interest income | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income | ||||||||||||||||
| Foreign currency transaction loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense), net | ( | ) | ||||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ||||||||||||
| (Benefit from) Provision for income taxes | ( | ) | ||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Net loss attributable to non-controlling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) attributable to Snail, Inc. | ( | ) | ( | ) | ||||||||||||
| Comprehensive income (loss) statement: | ||||||||||||||||
| Net income (loss) | ( | ) | ( | ) | ||||||||||||
| Other comprehensive income (loss) related to foreign currency translation adjustments, net of tax | ||||||||||||||||
| Other comprehensive income (loss) related to credit adjustments, net of tax | — | — | ||||||||||||||
| Total comprehensive income (loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) attributable to Class A common stockholders: | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) attributable to Class B common stockholders: | ||||||||||||||||
| Net loss attributable to common stockholders: | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (loss) per share attributable to Class A common stockholders: | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (loss) per share attributable to Class B common stockholders: | ||||||||||||||||
| Basic | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted-average shares used to compute income (loss) per share attributable to Class A common stockholders: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
| Weighted-average shares used to compute income (loss) per share attributable to Class B common stockholders: | ||||||||||||||||
| Weighted-average shares used to compute loss per share attributable to common stockholders: | ||||||||||||||||
| Basic | ||||||||||||||||
| Diluted | ||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited)
| 3 |
Snail, Inc. and Subsidiaries
Condensed Consolidated Statements of Equity for the Three and Nine Months Ended September 30, 2025 and 2024
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Shares | Amount | (Deficit) | interests | (Deficit) | |||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Additional Paid-In- | Accumulated Other Comprehensive | Accumulated | Treasury Stock | Snail, Inc. Equity | Non controlling | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Shares | Amount | (Deficit) | interests | (Deficit) | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Exercise of warrants | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes to common stock | ||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible notes to common stock, shares | ||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable | ||||||||||||||||||||||||||||||||||||||||||||||||
| Conversion of notes payable, shares | ||||||||||||||||||||||||||||||||||||||||||||||||
| Stock based compensation related to restricted stock units | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for service | ||||||||||||||||||||||||||||||||||||||||||||||||
| Common stock issued for service, shares | ||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Fair value changes of convertible notes | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Stock based compensation related to restricted stock units | - | - | - | - | ( | ) | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
| Common stock issued for service | - | - | ( | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Conversion of convertible notes to common stock | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Stock based compensation related to restricted stock units | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for service | - | - | ( | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Fair value changes of convertible notes | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Shares | Amount | (Deficit) | interests | (Deficit) | |||||||||||||||||||||||||||||||||||||
Class A Common Stock | Class B Common Stock | Additional Paid-In- | Accumulated Other Comprehensive | Accumulated | Treasury Stock | Snail, Inc. Equity | Non controlling | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Loss | Deficit | Shares | Amount | (Deficit) | interests | (Deficit) | |||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Conversion of notes payable | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||||
| Stock based compensation related to restricted stock units | - | - | - | - | ( | ) | - | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
| Common stock issued for service | - | - | ( | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | ( | ) | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Stock based compensation related to restricted stock units | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for service | - | - | ( | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | ( | ) | - | - | - | ( | ) | - | ( | ) | |||||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Stock based compensation related to restricted stock units | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Common stock issued for service | - | - | ( | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation | - | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||||||||||||
| Net income (loss) | - | - | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements (unaudited)
| 4 |
Snail, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows for the Nine months ended September 30, 2025 and 2024
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||||||
| Amortization - intangible assets | ||||||||
| Amortization – film assets | — | |||||||
| Amortization - loan origination fees and debt discounts | ( | ) | ||||||
| Accretion – convertible notes | — | |||||||
| Loss on change in fair value of convertible notes | — | |||||||
| Gain on change in fair value of warrant liabilities | ( | ) | — | |||||
| Depreciation - property and equipment | ||||||||
| Impairment of film assets | — | |||||||
| Gain on remeasurement of previously held equity interest | ( | ) | — | |||||
| Stock-based compensation expense (income) | ( | ) | ||||||
| Deferred taxes, net | ( | ) | ||||||
| Changes in assets and liabilities, net of business acquisitions: | ||||||||
| Accounts receivable | ||||||||
| Accounts receivable - related party | ||||||||
| Prepaid expenses - related party | ( | ) | ( | ) | ||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Prepaid taxes | ( | ) | ||||||
| Other noncurrent assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accounts payable - related parties | ( | ) | ( | ) | ||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Loan and interest receivable - related party | ( | ) | ( | ) | ||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Deferred revenue | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Acquisition of software | ( | ) | — | |||||
| Acquisition of software licenses | ( | ) | — | |||||
| Investments in software | ( | ) | — | |||||
| Net cash paid for acquisition of Matrioshka | ( | ) | — | |||||
| Acquisition of fixed assets | ( | ) | — | |||||
| Net cash used in investing activities | ( | ) | — | |||||
| Cash flows from financing activities: | ||||||||
| Repayments on promissory note | ( | ) | ( | ) | ||||
| Repayments on notes payable | ( | ) | ( | ) | ||||
| Repayments on convertible notes | ( | ) | ( | ) | ||||
| Repayments on revolving loan | — | ( | ) | |||||
| Borrowings on term loan | — | |||||||
| Cash proceeds from exercise of warrants | — | |||||||
| Proceeds from issuance of convertible notes | — | |||||||
| Payments of capitalized offering costs | — | ( | ) | |||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
| Effect of foreign currency translation on cash and cash equivalents | ||||||||
| Net increase (decrease) in cash and cash equivalents, and restricted cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, and restricted cash and cash equivalents - beginning of the period | ||||||||
| Cash and cash equivalents, and restricted cash and cash equivalents – end of the period | $ | $ | ||||||
| Supplemental disclosures of cash flow information | ||||||||
| Cash paid during the period for: | ||||||||
| Interest | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Noncash transactions during the period for: | ||||||||
| Debt converted to equity | $ | $ | ( | ) | ||||
| Right-of-use assets obtained in exchange for lease liability | $ | ( | ) | $ | ( | ) | ||
| Liabilities converted to equity upon exercise of warrants | $ | $ | — | |||||
| Acquisition of film licenses in accounts payable | $ | $ | — | |||||
| Acquisition of software and software licenses in accounts payable and accrued expenses | $ | $ | — | |||||
| Change in fair value of notes recorded in accumulated other comprehensive income | $ | $ | — | |||||
| Net assets acquired in a business combination | $ | $ | — | |||||
See accompanying notes to condensed consolidated financial statements (unaudited)
| 5 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 1 – PRESENTATION AND NATURE OF OPERATIONS
Snail, Inc. was incorporated under the laws of Delaware in January 2022. The terms “Snail, Inc,” “Snail Games,” “our” and the “Company” are used to refer collectively to Snail, Inc. and its subsidiaries. The Company’s fiscal year end is December 31. The Company was formed for the purpose of completing an initial public offering (“IPO”) and related transactions to carry on the business of Snail Games USA Inc. and its subsidiaries. Snail Games USA Inc. was founded in 2009 as a wholly owned subsidiary of Suzhou Snail Digital Technology Co., Ltd. (“Suzhou Snail”) located in Suzhou, China and is the operating entity that continues post IPO. Snail Games USA Inc. is devoted to researching, developing, marketing, publishing, and distributing games, content and support that can be played on a variety of platforms including game consoles, PCs, mobile phones and tablets.
Basis of Presentation and Consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC and generally accepted accounting principles as promulgated in the United States of America (“U.S. GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by U.S. GAAP have been condensed or omitted if they substantially duplicate disclosures contained in our annual audited consolidated financial statements. Additionally, the year-end condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by U.S. GAAP. Accordingly, the unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 26, 2025. The condensed consolidated results of operations for any interim period are not necessarily indicative of the results to be expected for the full year or for any other future annual or interim period.
In the opinion of management, all adjustments considered necessary for the fair presentation of the Company’s financial position and its results of operations in accordance with U.S. GAAP (consisting of normal recurring adjustments) have been included in the accompanying unaudited condensed consolidated financial statements.
| 6 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The condensed consolidated financial statements include the accounts of Snail, Inc. and the following subsidiaries:
SCHEDULE OF SUBSIDIARIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENTS
| Equity % | ||||
| Subsidiary Name | Owned | |||
| Snail Games USA Inc. | % | |||
| Snail Innovation Institute | % | |||
| Frostkeep Studios, Inc. | % | |||
| Eminence Corp | % | |||
| Wandering Wizard, LLC | % | |||
| Donkey Crew, LLC | % | |||
| Interactive Films, LLC | % | |||
| Project AWK Productions, LLC | % | |||
| BTBX.IO, LLC | % | |||
| Matrioshka Games, LLC | % | |||
| Snail Coins, LLC | % | |||
| Snail Coins (BVI), Ltd | % | |||
| Egofold, LLC | % | |||
| Rustic Roost, LLC | % | |||
The Company incorporated new wholly owned subsidiaries to facilitate future business operations and strategic initiatives. Snail Coins, LLC was incorporated on August 7th, 2025; Snail Coins (BVI), Ltd was incorporated on September 8th, 2025; and Egofold, LLC was incorporated on August 8th, 2025. All intercompany accounts, transactions, and profits have been eliminated upon consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and the accompanying notes. Such estimates include revenue recognition, see Note 2 – Revenue Recognition, provisions for credit losses, deferred income tax assets and associated valuation allowances, deferred revenue, stock-based compensation, the fair value of warrants and convertible debt. These estimates generally involve complex issues and require management to make judgments, involve analysis of historical and future trends that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from estimates.
Segment Reporting
The
Company has
| 7 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Revenue Recognition
The Company’s revenue is generated from the publishing of software games sold digitally and through physical discs (e.g., packaged goods), the publishing of separate downloadable content that are new feature releases to existing digital full-game downloads that are sold digitally, and in-app purchases of virtual goods used by players of its free-to-play mobile games. When control of the promised products and services is transferred to the end users, the Company recognizes revenue in the amount that reflects the consideration received in exchange for these products and services. Revenue from delivery of products is recognized at a point in time when the intellectual property is made available to the third party platform. Revenue from delivery of products is recognized at a point in time when the end consumers purchase the games, and the control of the license is transferred to them.
The Company determines the standalone selling price for its technical support performance obligation using the cost-plus-margin approach in accordance with ASC 606, Revenue from Contracts with Customers. The Company determines the proportion of total technical support activity attributable to its games based on historical data. The Company then uses the per-unit cost determination to allocate technical support costs over an estimated service period of five years, the expected life of the user. The resulting per-unit cost is increased by a reasonable margin percentage to arrive at the per unit price of our technical support obligations.
The Company is a publisher of games and sells to its customers including Microsoft’s Xbox Live, Sony’s PlayStation Network, Valve’s Steam, Epic Games Store, My Nintendo Store and retail distributors. The Company assesses whether it acts as principal or agent in each transaction, considering factors such as contractual terms, primary responsibility for fulfilling the promise to deliver the product, and discretion in pricing. The Company serves as the principal for the publisher of games in its arrangement with a related party, SDE Inc. (“SDE”), recognizing revenue on a gross basis. Under this arrangement, the Company licenses intellectual property rights from SDE.
The virtual goods that the Company sells to players of our free-to-play mobile-games, include virtual currency or in-game purchases of additional game play functionality. For virtual goods, the satisfaction of our performance obligation is dependent on the nature of the virtual good purchased and as a result, the Company categorizes its virtual goods as follows:
| ● | Consumable: consumable virtual items represent items that can be consumed by a specific player action. Consumable virtual items do not result in a direct benefit that the player keeps or provide the player any continuing benefit following consumption, and they often enable a player to perform an in-game action immediately. For the sale of consumable virtual items, the Company recognizes revenue ratably over the estimated service period, or as items are consumed, as applicable to the game (i.e., over time). | |
| ● | Durable: durable virtual items represent items that are accessible to the player over an extended period of time. The Company recognizes revenue from the sale of durable virtual items ratably over the estimated service period for the applicable game (i.e., over time), which represents our best estimate of the average life of the durable virtual item or the life of the user. |
For the ARK: Survival Ascended and Lost Colony Expansion Pass games that were sold in a bundle with downloadable content (“DLC”) that have not yet been launched and been reported in deferred revenue in the condensed consolidated balance sheets, the Company has used the adjusted market assessment approach per Accounting Standards Codification (“ASC”) 606-10-32-34 to assign a value for the Company’s remaining performance obligations. The Company uses the following reasonably available information in developing the standalone selling prices of the performance obligations:
| ● | Reasonably available data points, including third party or industry pricing, and contractually stated prices. | |
| ● | Market conditions such as market demand, competition, market constraints, awareness of the product and market trends. | |
| ● | Entity-specific factors including pricing strategies and objectives, market share and pricing practices for bundled arrangements. |
The
Company recognizes revenue using the following five steps as provided by ASC Topic 606 Revenue from Contracts with Customers:
1) identify the contract(s) with the customer; 2) identify the performance obligations in each contract; 3) determine the transaction
price; 4) allocate the transaction price to the performance obligations; and 5) recognize revenue when, or as, the entity satisfies a
performance obligation. The Company’s terms and conditions vary by customers and typically provide payment terms of net
| 8 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Contract Balance
The Company records deferred revenue when cash payments are received or due in advance of its performance, even if amounts are non-refundable.
Deferred revenue is comprised of the transaction price allocable to the Company’s performance obligation on technical support and the sale of virtual goods available for in-app purchase, and payments received from customers prior to launching the games on the platforms. The Company recognizes revenues from the sale of virtual goods ratably over their estimated service period. The Company’s estimated service period for players of our mobile games is generally 30 to 100 days from the date of purchase.
The
Company has a long-term title license agreement with a platform which makes ARK 1 available on the platform in perpetuity, and
puts ARK II on the platform for three years upon release. The Company deferred $
In
July 2023, the Company entered into a distribution agreement with its retail distribution partner for the distribution of ARK: Survival
Ascended and ARK II. The initial term is two years and will renew each subsequent year unless it is cancelled. As of September
30, 2025, the Company has deferred $
Estimated Service Period
For certain performance obligations satisfied over time, the Company has determined that the estimated service period is the time period in which an average user plays our software games (“user life”) which most faithfully depicts the timing of satisfying our performance obligation. The Company considers a variety of data points when determining and subsequently reassessing the estimated service period for players of our software games. Primarily, the Company reviews the weighted average number of days between players’ first and last day playing online or the subscription trend for mobile games. The Company also considers publicly available online trends.
The Company believes this provides a reasonable depiction of the transfer of our game related services to our players, as it is the best representation of the period during which our players play our software games. Future usage patterns may differ from historical usage patterns, and therefore the estimated service period may change in the future. The estimated service periods for players of our current software games are generally between 30 and 100 days depending on the software games.
Shipping, Handling and Value Added Taxes (“VAT”)
The distributor is responsible for the shipping of the game discs to retail stores and incurring the shipping and VAT costs. The Company is paid the net sales amount after deducting shipping costs, VAT and other related expenses by the distributor.
| 9 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Cost of Revenues
Cost of revenues include software license royalty fees, merchant fees, server and database center costs, game licenses, engine fees and amortization costs. Cost of revenues for the three and nine months ended September 30, 2025 and 2024 were comprised of the following:
SCHEDULE OF COST OF REVENUES
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Software license royalties – related parties | $ | $ | $ | $ | ||||||||||||
| Software license royalties | ||||||||||||||||
| Licensing fees – related party | ||||||||||||||||
| License and amortization | ||||||||||||||||
| Merchant fees | ||||||||||||||||
| Engine fees | ||||||||||||||||
| Internet, server and data center | ||||||||||||||||
| Other | ||||||||||||||||
| Total: | $ | $ | $ | $ | ||||||||||||
General and Administrative Costs
General
and administrative costs include rent, salaries, stock-based compensation, legal and professional expenses, expenses related to being
a publicly traded company, administrative internet and server, contractor costs, insurance expense, licenses and permits, other taxes
and travel expenses. These costs are expensed as they are incurred. Stock based compensation expense, included in general and administrative
costs, of $
Advertising and Marketing Costs
The Company expenses advertising and marketing costs as incurred.
Research and Development
Research
and development costs are expensed as incurred. Research and development costs include travel, payroll, and other general expenses specific
to research and development activities. Stock-based compensation expense, included in research and development costs, of $
Non-controlling Interests
Non-controlling interests on the condensed consolidated balance sheets and condensed consolidated statements of operations and comprehensive income (loss) include the equity allocated to non-controlling interest holders. As of September 30, 2025 and December 31, 2024, there were non-controlling interests with the following subsidiaries:
SCHEDULE OF EQUITY INTEREST AND NON CONTROLLING INTEREST IN SUBSIDIARIES
| Subsidiary Name | Equity % Owned | Non-Controlling % | ||||||
| Snail Innovative Institute | % | % | ||||||
| BTBX.IO, LLC | % | % | ||||||
| Donkey Crew, LLC | % | % | ||||||
Cash and Cash Equivalents and Restricted Cash and Cash Equivalents
Cash is available for use in current operations or other activities such as capital expenditures and business combinations. Restricted cash and cash equivalents are time deposits, that are currently provided as a standby letter of credit to landlords. The Company’s policy for determining whether an item is treated as cash, or a cash equivalent, is based on its original maturity, liquidity, and risk profile. Investments with maturities of three months or less, are highly liquid and have insignificant risk are considered to be cash equivalents.
| 10 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Accounts Receivable
The Company generally records a receivable related to revenue when it has an unconditional right to invoice and receive payment. Accounts receivable are carried at original invoice amount less an allowance made for credit losses. The Company uses a combination of quantitative and qualitative risk factors to estimate the allowance, including an analysis of the customers’ creditworthiness, historical experience, age of current accounts receivable balances, changes in financial condition or payment terms of our customers, and reasonable forecasts of the collectability of the accounts receivable. The Company evaluates the allowance for credit losses on a periodic basis and adjusts it as necessary based on the risk factors mentioned above. Any increase in the provision for credit losses is recorded as a charge to general and administrative expense in the current period. Any amounts deemed uncollectible are written off against the allowance for credit losses. Management judgment is required to estimate our allowance for credit losses in any accounting period. The amount and timing of our credit losses and cash collection could change significantly because of a change in any of the risk factors mentioned above. There were no credit losses recognized during the three and nine months ended September 30, 2025 and 2024.
Film Costs, net
The
Company capitalizes costs to produce short videos in accordance with Financial Accounting Standards Board (“FASB”) ASC
Topic 926, including direct production costs, production overhead, interest, acquisition costs and development costs. The Company
will account for each episodic series as a unit for which capitalized film costs will be amortized by the Company using the
individual-film forecast-computation method. Each reporting period the Company will reassess its estimate of ultimate revenues used
to determine the amortization rate for each episodic series. If the estimate is revised, the Company will account for the change
prospectively. The Company will then remeasure the amortization based on the portion of ultimate revenues that have been recognized
and that are yet to be recognized. Unamortized film costs shall be tested for impairment whenever events or changes in circumstances
indicate that fair value of the film may be less than its unamortized film costs. If the fair value of an episodic series is less
than its unamortized film costs, the Company will write off the excess amount. The Company groups its film and content rights by
monetization strategy. As of September 30, 2025 and December 31, 2024, $
The
Company recognized an impairment of $
Software Development Costs and Licenses
We account for software products intended to be sold, leased or otherwise marketed in accordance with ASC 985. Accordingly, we capitalize costs incurred for internally developed titles and payments made to third-party software developers under development agreements as software. These software development costs may include payroll, materials, and other costs directly related to development activities subsequent to establishing technological feasibility of the software. Significant management judgments are made in the assessment of when technological feasibility is established. Technological feasibility is evaluated on a product-by-product basis. Prior to establishing technological feasibility of a product, we record any costs incurred by their-party developers as research and development expenses.
The Company also enters into agreements with third-party developers that require us to make payments for game development. In exchange for our payments, we receive exclusive licensing and publishing rights to the game titles. These agreements typically include a tiered royalty share between the Company and the developer, net of any shared costs. These agreements are commonly entered into after completing the technical design document, viewing a game play demonstration and verifying they conform with game design documentation. The developers are often experienced with an established track record of past development projects, we monitor the software development process, and establish technological feasibility. We also enter into agreements with third-party developers after completing the technical design documentation and therefore record the design costs leading up to a signed development contract as research and development expense. Accordingly, we may be able to establish technological feasibility of a title early in the development cycle. After technological feasibility is established, we capitalize these software development costs as software licenses.
During
the nine months ended September 30, 2025, the Company capitalized $
Fair Value Measurements
The Company follows FASB ASC Topic 820, Fair Value Measurements. ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.
ASC 820 establishes a hierarchy of valuation inputs based on the extent to which the inputs are observable in the marketplace. Observable inputs reflect market data obtained from sources independent of the reporting entity and unobservable inputs reflect the entity’s own assumptions about how market participants would value an asset or liability based on the best information available. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.
The following describes the hierarchy of inputs used to measure fair value and the primary valuation methodologies used by the Company for financial instruments measured at fair value.
The three levels of inputs are as follows:
| ● | Level 1: Quoted prices in active markets for identical assets or liabilities that the Company has an ability to access as of the measurement date. | |
| ● | Level 2: Inputs that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the same term of the assets or liabilities. | |
| ● | Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
| 11 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
A
financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant
to the fair value measurement. Our financial instruments include cash and cash equivalents, restricted cash and cash equivalents, short-term
financial instruments, short-term loans, accounts receivable and accounts payable. The carrying values of receivables, payables, and
other amounts arising out of the normal course of business approximate their fair value due to their short maturities or economic substance.
The carrying amount of the Company’s short-term and long-term borrowings, which are considered level 2 liabilities, approximate
their fair value based on current rates and terms available to the Company for similar debt. The fair value of the Company’s promissory
note has a fixed rate until June 2026, then a floating rate that approximates the Wall Street Journal Prime Rate plus
The Company also has liability classified warrants measured at fair value on a recurring basis. During the nine months ended September 30, 2025, the Company transitioned its valuation methodology from a Monte Carlo simulation model to a Black-Scholes option-pricing model. The Company had historically valued the warrants using a Monte Carlo simulation due to certain anti dilutive features that are no longer expected to occur. The change represents a change in accounting estimate and is applied prospectively. See Note 17 – Equity for the fair value disclosures related to the Company’s convertible notes, and the Company’s warrant liability and derivative instruments. The Company does not have any other assets or liabilities measured at fair value on a recurring or non-recurring basis as of September 30, 2025 and December 31, 2024.
The following table presents the Company’s convertible notes, convertible notes warrants, and equity line of credit warrants measured at fair value and classified within the fair value hierarchy as of September 30, 2025 and December 31, 2024:
SCHEDULE OF FAIR VALUE AND CLASSIFIED WITHIN THE FAIR VALUE HIERARCHY
| Fair value measured as of September 30, 2025 | ||||||||||||||||
| Total fair value | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Convertible notes | $ | $ | — | $ | — | $ | ||||||||||
| Convertible notes warrants | — | — | ||||||||||||||
| Equity line of credit warrants | — | — | ||||||||||||||
| Total: | $ | $ | — | $ | — | $ | ||||||||||
| Fair value measured as of December 31, 2024 | ||||||||||||||||
| Total fair value | Quoted prices in active markets (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | |||||||||||||
| Convertible notes warrants | $ | $ | — | $ | — | $ | ||||||||||
| Equity line of credit warrants | — | — | ||||||||||||||
| Total: | $ | $ | — | $ | — | $ | ||||||||||
Amortizable Intangibles and Other Long-lived Assets
The Company’s long-lived assets and other assets consisting of property and equipment and purchased intangible assets, are reviewed for impairment in accordance with the guidance of FASB Topic ASC 360, Property and Equipment. Intangible assets subject to amortization are carried at cost less accumulated amortization and amortized over the estimated useful life in proportion to the economic benefits received. The Company evaluates the recoverability of definite-lived intangible assets and other long-lived assets in accordance with ASC Subtopic 360-10, which generally requires the assessment of these assets for recoverability when events or circumstances indicate a potential impairment exists. The Company considers certain events and circumstances in determining whether the carrying value of identifiable intangible assets and other long-lived assets, other than indefinite lived intangible assets, may not be recoverable including, but not limited to: significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. If the Company determines that the carrying value may not be recoverable, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of the asset group to determine whether an impairment exists. If an impairment is indicated based on a comparison of the asset groups’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the asset group exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. There can be no assurance, however, that market conditions will not change or demand for the Company’s products under development will continue. Either of these could result in future impairment of long-lived assets. Actual useful lives and cash flows could be different from those estimated by management which could have a material effect on our consolidated reporting results and financial positions.
Income Taxes
Income taxes are provided for the tax effects of transactions reported in the condensed consolidated financial statements and consisted of taxes currently due and deferred taxes. Deferred taxes are recognized for the differences between the basis of assets and liabilities for financial statement and income tax purposes.
The Company follows FASB Topic ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns.
Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates, applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
FASB
ASC 740-10-25 provides criteria for the recognition, measurement, presentation, and disclosure of uncertain tax positions. The Company
must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained
on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the consolidated
financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized
upon ultimate resolution. The Company recognizes liabilities for uncertain tax positions pursuant to FASB ASC 740-10-25. Such amounts
are included in the long-term accrued expenses on the accompanying condensed consolidated balance sheets in the amount of $
| 12 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Concentration of Credit Risk, Significant Customers and Vendors
The
Company maintains cash balances at several major financial institutions. While the Company attempts to limit credit exposure with any
single institution, balances often exceed insurable amounts. As of September 30, 2025 and December 31, 2024, the Company had deposits
of $
The
Company extends credit to various digital resellers and partners. Collection of trade receivables may be affected by changes in economic
or other industry conditions and may, accordingly, impact our overall credit risk. The Company does not require collateral or other security
to support financial instruments subject to credit risk. The Company performs ongoing credit evaluations of customers and maintains reserves
for potentially uncollectible accounts. The Company has four customers as of September 30, 2025 and December 31, 2024, who accounted
for approximately
As
of September 30, 2025, the Company had two vendors who accounted for approximately
The
Company had one vendor, SDE, a related party, that accounted for
Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, to improve the transparency of income tax disclosures requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The amendments in the update requires that public business entities, on an annual basis, disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update are effective for annual periods beginning after December 15, 2024. The Company is evaluating the impact of adopting the new standard.
In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, to improve the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses in commonly presented expense captions. The amendments in this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, though early adoption is permitted. The Company is evaluating the impact of adopting the new standard.
In November 2024, the FASB issued ASU 2024-04, Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in this update are effective for annual periods beginning after December 15, 2025, and interim reporting periods within show annual periods. Early adoption is permitted for all entities that have adopted the amendments in update 2020-06. The Company is evaluating the impact of adopting the new standard.
In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, provides a practical expedient for measuring expected credit losses on current receivables and contract assets. The amendments in this update are effected for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is evaluating the impact of adopting the new standard.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): streamlines guidance for internal-use software costs by removing development stage references, incorporating website development costs, and clarifying when capitalization should begin. The amendments in this update are effected for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. The Company is evaluating the impact of adopting the new standard.
| 13 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Employee Savings Plans
The
Company maintains a 401(k) for its United States based employees. The plan is offered to all eligible employees to make voluntary contributions.
Employer contributions to the plan are reported under general and administrative costs in the amounts of $
Stock-Based Compensation
The
Company recognizes compensation cost for stock-based awards to employees based on the awards’ estimated grant-date fair value using
a straight-line approach over the service period for which such awards are expected to vest. The Company accounts for forfeitures as
they occur. The Company granted
The
Company’s 2022 Omnibus Incentive Plan (the “2022 Plan”) became effective upon the consummation of the IPO. The 2022
Omnibus Incentive allows us to grant options to purchase our common stock and to grant stock options, stock appreciation rights, restricted
stock, restricted stock units and performance awards and other cash-based awards and other stock-based awards to our employees, officers,
and directors, up to a maximum of
Restricted Stock Units
The Company granted restricted stock units under our 2022 Omnibus Incentive Plan to employees during the initial public offering and grants restricted stock units under the plan to directors over certain periods. Restricted stock units are unfunded, unsecured rights to receive common stock upon the satisfaction of certain vesting criteria. Upon vesting, a number of shares of common stock equivalent to the number of restricted stock units is typically issued net of required tax withholding requirements, if any. Restricted stock units are subject to forfeiture and transfer restrictions.
Warrants
The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own shares of Class A common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.
For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Warrant liabilities are presented within accrued expenses and other liabilities on the condensed consolidated balance sheets. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations. Each of the outstanding warrants is convertible on a one-for-one basis into the Company’s common stock and are fully exercisable as of September 30, 2025. A summary of our outstanding warrants as of September 30, 2025 is included below:
SUMMARY OF OUTSTANDING WARRANTS
| Number Outstanding | Exercise Price | Class | Expiration Date | |||||||||
| Equity line of credit warrants | $ | Liability | ||||||||||
| Convertible notes warrants | Liability | |||||||||||
| Underwriters warrants | Equity | |||||||||||
| Total warrants: | ||||||||||||
A summary of our outstanding warrants as of December 31, 2024 is included below:
| Number Outstanding | Exercise Price | Class | Expiration Date | |||||||||
| Equity line of credit warrants | $ | Liability | ||||||||||
| Convertible notes warrants | Liability | |||||||||||
| Underwriters warrants | Equity | |||||||||||
| Total warrants: | ||||||||||||
Share Repurchase Program
On
November 10, 2022, the Company’s board of directors authorized a share repurchase program under which the Company may repurchase
up to $
| 14 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Earnings (loss) Per Share
Earnings (loss) per share (“EPS”) is calculated by dividing the net income (loss) that is applicable to the common stockholders for the period by the weighted average number of shares of common stock during that period. The computation of diluted EPS for the period assumes the potential dilutive effect of potential common shares, which includes common shares, consisting of (a) unvested restricted stock units and warrants using the treasury stock method, and (b) convertible debt using the if-converted method. The Company issues two classes of common stock with differing voting rights, and as such, reports EPS using the dual class method. For more information see Note 16 – Income (Loss) Per Share.
Dividend Restrictions
Our ability to pay cash dividends is currently restricted by the terms of our credit facilities.
NOTE 3 – REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of revenue
Timing of recognition
The Company recognizes revenue at a point in time for performance obligations that are met at the time of sale or at the time of a release. The Company recognizes revenue over a period based on the estimated service period of the product and additional performance obligations met over time for technical support. Net revenue by timing of recognition during the three and nine months ended September 30, 2025 and 2024 were as follows:
SCHEDULE OF DISAGGREGATION OF REVENUE
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Over time | $ | $ | $ | $ | ||||||||||||
| Point in time | ||||||||||||||||
| Total revenue from contracts with customers: | $ | $ | $ | $ | ||||||||||||
Geography
The Company attributes net revenue to geographic regions based on customer location. Net revenue by geographic region for the three and nine months ended September 30, 2025 and 2024 were as follows:
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||
| International | ||||||||||||||||
| Total revenue from contracts with customers: | $ | $ | $ | $ | ||||||||||||
Platform
Net revenue by platform for the three and nine months ended September 30, 2025 and 2024 were as follows:
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Console | $ | $ | $ | $ | ||||||||||||
| PC | ||||||||||||||||
| Mobile | ||||||||||||||||
| Other | ||||||||||||||||
| Total revenue from contracts with customers: | $ | $ | $ | $ | ||||||||||||
Our net revenues through our current period top four platform providers as a proportion of our total net revenue for the three and nine months ended September 30, 2025 and 2024 were as follows:
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Platform 1 | $ | $ | $ | $ | ||||||||||||
| Platform 2 | ||||||||||||||||
| Platform 3 | ||||||||||||||||
| Platform 4 | ||||||||||||||||
| All other revenue | ||||||||||||||||
| Total revenue from contracts with customers: | $ | $ | $ | $ | ||||||||||||
| 15 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Distribution channel
Our products are delivered through digital online services (digital download, online platforms, and cloud streaming), mobile, and retail distribution and other. Net revenue by distribution channel for the three and nine months ended September 30, 2025 and 2024 was as follows:
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Digital | $ | $ | $ | $ | ||||||||||||
| Mobile | ||||||||||||||||
| Physical retail and other | ||||||||||||||||
| Total revenue from contracts with customers: | $ | $ | $ | $ | ||||||||||||
Other Revenues
As
discussed in Note 15, the Company recognized the $
Deferred Revenue
The
Company records deferred revenue when payments are due or received in advance of the fulfilment of our associated performance obligations;
reductions to deferred revenue balance were primarily due to the recognition of revenue upon fulfilment of its performance obligations,
which were in the ordinary course of business. As of September 30, 2025, the balance of deferred revenue was $
SCHEDULE OF DEFERRED REVENUE
| 2025 | 2024 | |||||||
| Deferred revenue, beginning balance in advance of revenue recognition billing | $ | $ | ||||||
| Revenue recognized | ( | ) | ( | ) | ||||
| Revenue deferred | ||||||||
| Deferred revenue, ending balance | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Deferred revenue, long term | $ | $ | ||||||
NOTE 4 – CASH AND CASH EQUIVALENTS, AND RESTRICTED CASH AND CASH EQUIVALENTS
Cash
equivalents are valued using quoted market prices or other readily available market information. The Company has restricted cash and
cash equivalents of $
SUMMARY OF COMPONENTS OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS
| 2025 | 2024 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash and cash equivalents | ||||||||
| Cash and cash equivalents, and restricted cash and cash equivalents | $ | $ | ||||||
NOTE 5 – ACCOUNTS RECEIVABLE (PAYABLE) – RELATED PARTY
Accounts
receivable — related party represents receivables in the ordinary course of business attributable to certain mobile game revenues
that, for administrative reasons, were collected by a related party and that the related party has not yet remitted back to the Company.
Accounts receivable — related party is non-interest bearing and due on demand. The related party, SDE Inc. (“SDE”),
is
SCHEDULE OF ACCOUNTS RECEIVABLE (PAYABLE) - RELATED PARTY
| 2025 | 2024 | |||||||
| Accounts receivable – related party | $ | $ | ||||||
| Less: accounts payable – related party | ( | ) | ( | ) | ||||
| Net accounts (payable) receivable - related party | ( | ) | ||||||
| Less: accounts receivable – related party, net of current portion | — | ( | ) | |||||
| Net accounts (payable) receivable - related party, current | $ | ( | ) | $ | ||||
| 16 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 6 – PREPAID EXPENSES - RELATED PARTY
On
March 10, 2023, the Company amended its exclusive software license agreement with SDE relating to the ARK franchise. For DLC’s
the Company plans to release during the term of the agreement, the Company has the option to pay the $
During
the nine months ended September 30, 2025, the Company made $
SCHEDULE OF PREPAID EXPENSES - RELATED PARTY
| 2025 | 2024 | |||||||
| Prepaid royalties | $ | $ | ||||||
| Prepaid licenses | ||||||||
| Other prepaids | ||||||||
| Prepaid expenses - related party, ending balance | ||||||||
| Less: short-term portion | ( | ) | ( | ) | ||||
| Total prepaid expenses - related party, long-term | $ | $ | ||||||
The amount classified as short-term, as of September 30, 2025, includes prepaid royalties for ARK: Survival Ascended DLC’s which have not yet been released and various operational software licenses obtained through SDE.
NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
In
October 2024, the Company entered into a collaborative arrangement for the development and publishing of a new title with a third
party developer. In accordance with the agreement, the Company will pay $
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS
| 2025 | 2024 | |||||||
| Other receivables | $ | $ | ||||||
| Deferred offering costs | ||||||||
| Other prepaids | ||||||||
| Other current assets | ||||||||
| Total prepaid expenses and other current assets | $ | $ | ||||||
| 17 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 8 – PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following as of September 30, 2025 and December 31, 2024:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT, NET
| 2025 | 2024 | |||||||
| Building | $ | $ | ||||||
| Land | ||||||||
| Building improvements | ||||||||
| Leasehold improvements | ||||||||
| Autos and trucks | ||||||||
| Computer and equipment | ||||||||
| Furniture and fixtures | ||||||||
| Property and equipment | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
Depreciation
expense was $
NOTE 9 – INTANGIBLE ASSETS
Intangible assets consist of game licenses, game software underlying intellectual property rights, internally developed software, game trademarks and other branding items. The Company amortizes the intangible assets over its useful life.
The following tables reflect all the intangible assets presented on the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024:
SCHEDULE OF INTANGIBLE ASSETS
| September 30, 2025 | ||||||||||||||||||
| Gross | Weighted | |||||||||||||||||
| Carrying | Accumulated | Impairment | Net Book | Average | ||||||||||||||
| Amount | Amortization | Loss | Value | Useful Life | ||||||||||||||
| Software and license rights from related parties | $ | $ | ( | ) | $ | — | $ | — | ||||||||||
| License rights | ( | ) | — | |||||||||||||||
| Software | ( | ) | — | |||||||||||||||
| Trademark | ( | ) | — | — | ||||||||||||||
| In-progress patent | — | — | ||||||||||||||||
| Total: | $ | $ | ( | ) | $ | — | $ | |||||||||||
| December 31, 2024 | ||||||||||||||||||
| Gross | Weighted | |||||||||||||||||
| Carrying | Accumulated | Impairment | Net Book | Average | ||||||||||||||
| Amount | Amortization | Loss | Value | Useful Life | ||||||||||||||
| Software and license rights from related parties | $ | $ | ( | ) | $ | — | $ | |||||||||||
| License rights | ( | ) | — | |||||||||||||||
| Software | ( | ) | — | — | ||||||||||||||
| Trademark | ( | ) | — | |||||||||||||||
| In-progress patent | — | — | ||||||||||||||||
| Total: | $ | $ | ( | ) | $ | — | $ | |||||||||||
Amortization
expense was $
SCHEDULE OF FUTURE AMORTIZATION EXPENSE OF INTANGIBLE ASSETS
| Years ending December 31, | Amount | |||
| Remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Total | $ | |||
| 18 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 10 – ACCOUNTS PAYABLE — RELATED PARTIES
Accounts
payable due to related parties represents payables in the ordinary course of business primarily for purchases of game distribution licenses,
research and development costs and also the royalties due to Suzhou Snail. In July 2024, the Company entered into another software development,
publishing and distribution agreement with Suzhou Snail. Under the terms of the agreements Suzhou Snail will develop a game for distribution
by the Company and the Company will make $
As of September 30, 2025, the Company had an accounts payable - related party balance for payments made on behalf of Suzhou Snail for licensing, legal and marketing costs prior to the Company’s IPO. The Company also has accounts receivable – related party balance due from Suzhou for royalties collected on behalf of the Company prior to its IPO. The accounts receivable – Suzhou are due on demand. The Company has the legal right to offset amounts payable to the related party, including royalties and research and development fees, against the related party accounts receivable. The offset right is determinable, mutual and enforceable under applicable law. The Company intends to exercise this right to offset in future periods.
In
January 2025, the Company extended its outsource agreement with Suzhou Snail for the research and development of For the
Stars. In consideration, the Company will pay Suzhou Snail twelve equal monthly payments of $
SCHEDULE OF ACCOUNTS PAYABLE- RELATED PARTIES
| 2025 | 2024 | |||||||
| Accounts payable - Suzhou | $ | $ | ||||||
| Less: accounts receivable - Suzhou | ( | ) | ( | ) | ||||
| Accounts payable – SDE | — | |||||||
| Total accounts payable – related parties | $ | $ | ||||||
NOTE 11 – LOAN AND INTEREST RECEIVABLE — RELATED PARTY
In
February 2021, the Company loaned $
| 19 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 12 – REVOLVING LOAN, SHORT TERM NOTES AND LONG - TERM DEBT
SCHEDULE OF LONG TERM DEBT
| September 30, 2025 | December 31, 2024 | |||||||
| 2021 Revolving Loan - On June 21, 2023, the Company amended its revolving
loan agreement (“amended revolver”) and decreased the maximum balance from $ | $ | $ | ||||||
| 2021 Promissory Note – On June 17, 2021, the Company amended its loan agreement to reduce
the principal amount with a financial institution for 10 years, annual interest rate of | ||||||||
| 2025 Convertible Notes – On February 21, 2025, the Company issued convertible notes
at a | — | |||||||
| 2025 Term Loan – On June 10, 2025, the Company entered into a term
loan agreement with a principal balance of $ | — | |||||||
| Total debt | ||||||||
| Less: current portion of promissory note | ||||||||
| Less: revolving loan | ||||||||
| Less: current portion of term loan | — | |||||||
| Less: convertible notes at fair value | — | |||||||
| Total long-term debt | $ | — | $ | — | ||||
Total
interest expense for the above debt and revolver loan amounted to $
| 20 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The following table provides future minimum payments of its long-term debt based on contractual payments, as of September 30, 2025:
SCHEDULE OF FUTURE MINIMUM PAYMENTS OF LONG TERM DEBT
| Years ending December 31, | Amount | |||
| Remainder of 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Thereafter | ||||
| Long term debt | $ | |||
Convertible Debt
2023 Convertible Notes
In
August 2023, pursuant to a securities purchase agreement, the Company issued to two accredited investors (the convertible debt “Investors”)
convertible notes with an aggregate principal amount of $
The
2023 Convertible Notes carried an original issue discount of approximately
The
Company determined that the 2023 Convertible Notes included features that required bifurcation from the debt host and met the criteria
to be accounted for as a derivative liability that is accounted for at fair value. On the date of issuance, the compound derivative had
an estimated fair value that was not significant due to the remoteness of the events that would trigger the redemption features. The
derivative liability uses level 3 inputs, is to be measured at fair value each reporting date with change in fair value being reported
in other income. The change in fair value during the three and nine months ended September 30, 2025 was $
The
debt discount was amortized to interest expense over the maturity period using the effective interest method at a rate of
During
the nine months ended September 30, 2024, the Company repaid $
| 21 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
During
the year ended December 31, 2024, the Company repaid the balance of $
2025 Convertible Notes
In
February 2025, pursuant to a securities purchase agreement (the “SPA”), the Company issued to two accredited investors (the
“Investors”) convertible notes with an aggregate principal amount of $
Subject
to certain ownership limitations, all or portion of the then outstanding and unpaid principal and interest (the “conversion amount”)
of the 2025 Convertible Notes can be converted at the option of the holder at any time into shares of the Company’s Class A common,
at a conversion price of $
The
2025 Convertible Notes may be prepaid by the Company upon giving the Investors a ten-calendar day notice by paying an amount equal to
the outstanding balance.
The Convertible Notes include multiple features that would require bifurcation, analysis and to be revalued at each reporting date. Accordingly, the Company has elected to apply the fair value option to the 2025 Convertible Notes to simplify the reporting. The 2025 Convertible Notes were initially measured at fair value and are being re-measured at fair value at each subsequent reporting date. From the date of issuance through September 30, 2025, the change in fair value was as follows:
SCHEDULE OF CHANGE IN FAIR VALUE
| Fair value, at issuance | $ | |||
| Principal payments | ( | ) | ||
| Conversion to common stock | ( | ) | ||
| Change in fair value | ||||
| Fair value at September 30, 2025 | $ |
The
change in fair value of $
The Company used the binomial lattice framework to determine the fair value of each maturity payout. Accordingly, the valuation uses a range of level 3 inputs to evaluate each maturity payout individually. The range of level 3 inputs used on the issuance date and as of September 30, 2025 are as follows:
SCHEDULE OF FAIR VALUE THE RANGE OF LEVEL 3 INPUTS
| September 30, 2025 | February 21, 2025 | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | ||||||||
| Contractual term (year) | ||||||||
| Volatility | ||||||||
| Risk-free rate | ||||||||
The
weighted average volatility, risk-free rate and contractual term used in the valuation was
| 22 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 13 – INCOME TAXES
The Company is required to calculate its interim income tax provision using the estimated annual effective tax rate (“AETR”) method which involves the use of forecasted information, adjusted for the effect of discrete items arising in that quarter. Under the AETR method, the income tax provision is calculated by applying the estimated AETR for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding discrete items) for the reporting period. This could result in a higher or lower effective tax rate during a particular quarter, based upon the mix and timing of actual earnings or losses versus forecasted earnings for the full fiscal year. In each quarter, the Company updates its estimate of the annual effective tax rate, and if the estimated annual tax rate changes, a cumulative adjustment is made in that quarter.
The
Company recognized an income tax benefit of $
The Company reassessed the realizability of its U.S. deferred tax assets as of September 30, 2025. After considering all available positive and negative evidence—including cumulative losses in recent periods, operating results for the nine months ended September 30, 2025, and updated projections of future taxable income—the Company concluded that it remains more likely than not that its U.S. net deferred tax assets will not be realized. Accordingly, the full valuation allowance recorded in the second quarter of 2025 continues to be maintained. No additional valuation allowance adjustments were recorded during the third quarter of 2025.
In the Company’s ordinary course of business the Internal Revenue Service (“IRS”) and other taxing authorities may examine various years of the Company’s tax filings. The Company’s 2022 fiscal year is currently under examination by the IRS. During the examination the Company may receive proposed adjustments that could be material. There are currently no settlements that the Company believes will be more likely than not to require settlement and thus no liability has been accrued.
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing several changes to U.S. tax law. Among other provisions, the OBBBA allows taxpayers to immediately expense domestic research and experimental (“R&E”) expenditures beginning in 2025 and provides an election to accelerate amortization of any remaining unamortized domestic R&E costs over a one- or two-year period starting with the 2025 tax year. In accordance with ASC 740, Accounting for Income Taxes, the effects of the OBBBA were recognized in the Company’s financial statements for the quarter ended September 30, 2025. The enactment of the OBBBA reduced the Company’s forecasted U.S. current income tax expense for 2025; however, the changes did not result in any net impact to the Company’s U.S. deferred tax balances, as those deferred tax assets remain fully offset by a valuation allowance previously established in the second quarter of 2025.
| 23 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 14 – OPERATING LEASE RIGHT-OF-USE ASSETS
The
Company’s right-of-use assets represent arrangements related primarily to office facilities used in the ordinary business operations
of the Company and its subsidiaries. In April 2018, a commercial bank issued an irrevocable standby letter of credit on behalf of the
Company to the landlord for $
Operating lease costs included in the general and administrative expenses in our condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2025 and 2024, are as follows:
SCHEDULE OF OPERATING LEASE COSTS
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating lease costs | $ | $ | $ | $ | ||||||||||||
Supplemental information related to operating leases for lease liabilities as of September 30, 2025 and September 30, 2024, is as follows:
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO OPERATING LEASES
| 2025 | 2024 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | $ | ||||||
| Weighted average remaining lease term | ||||||||
| Weighted average discount rate | % | % | ||||||
Future undiscounted lease payments for operating leases and a reconciliation of these payments to our operating lease liabilities as of September 30, 2025 are as follows:
SCHEDULE OF FUTURE UNDISCOUNTED LEASE PAYMENTS FOR OPERATING LEASES AND RECONCILIATION OF THESE PAYMENTS TO OUR OPERATING LEASE LIABILITIES
| Years ending December 31, | Future lease payments | Imputed Interest Amount | Lease Liabilities | |||||||||
| Remainder of 2025 | $ | $ | $ | |||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| Total future lease payments | $ | $ | $ | |||||||||
NOTE 15 – COMMITMENTS AND CONTINGENCIES
Litigation
The Company is subject to claims and contingencies related to lawsuits and other matters arising out of the normal course of business. In addition, the Company may receive notifications alleging infringement of patent or other intellectual property rights. The Company has elected to expense legal costs associated with legal contingencies as incurred.
| 24 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
On December 1, 2021, the Company and Studio Wildcard sent a notice of claimed infringement (the “DCMA Takedown Notice”) to Valve Corporation, which operates the Steam platform, pursuant to the Digital Millennium Copyright Act (“DCMA”). The DCMA Takedown Notice concerned a videogame titled Myth of Empires, which was developed by Suzhou Angela Online Game Technology Co., Ltd. (“Angela Game”) and published by Imperium Interactive Entertainment Limited (“Imperium”).
On December 9, 2021, Angela Game and Imperium sued the Company and Studio Wildcard in the United States District Court for the Central District of California (the “District Court”) in response to the DCMA Takedown Notice. The lawsuit sought a declaratory judgment on non-liability for copyright infringement and non-liability for trade secret misappropriation, as well as unspecified damages for alleged misrepresentations in the DCMA Takedown Notice. Angela Game and Imperium also filed an application for a temporary restraining order asking the court to order us and Studio Wildcard to rescind the DCMA Takedown Notice so that Steam could reinstate Myth of Empires for download. On December 20, 2021, the Company and Studio Wildcard filed an answer to the complaint, which included counterclaims against Angela Game and Imperium and a third-party complaint against Tencent seeking unspecified damages resulting from the alleged copyright infringement and misappropriation of trade secrets in connection with the ARK: Survival Evolved source code.
On September 8, 2023, the Company entered into a settlement agreement with Angela Game. The settlement agreement includes an upfront payment from Angela Game to the Company plus ongoing payments.
On
March 14, 2023, Bel Air Soto, LLC (“Plaintiff”) filed suit in the Superior Court of California, County of Los Angeles, against
Snail Games USA Inc. and INDIEV, an affiliate company that is owned by Mr. Hai Shi, the Company’s Founder, Chief Executive Officer,
Chief Strategy Officer, and Chairman, for breach of contract and related claims arising out of a commercial lease for premises located
in Los Angeles County. Plaintiff alleges that the defendants exercised an option to extend the lease and was harmed when defendants instead
terminated the lease and vacated the premises. The complaint seeks damages in excess of $
On April 21, 2023, Snail Games USA Inc. entered into an indemnity and reimbursement agreement with INDIEV, dated as of April 1, 2023, pursuant to which INDIEV agrees to assume all obligations and liabilities pursuant to the lease and indemnify and reimburse Snail Games USA Inc. for any amounts, damages, expenses, costs or other liability incurred by Snail Games USA Inc. arising under or pursuant to the lease or relating to the premises.
In October 2023, INDIEV has filed for bankruptcy and the Company does not expect to recover its costs from INDIEV. Accordingly, it is uncertain whether INDIEV would be able to indemnify the Company due to its bankruptcy. At this time, the Company is unable to quantify the magnitude of the potential loss should the plaintiffs’ lawsuit succeed and accordingly no accrual for loss has been recorded in the accompanying financial statements. However, the Company does not believe that the outcome of this litigation will have a material adverse effect on its consolidated financial position, results of operations, or cash flows and believes the likelihood of a loss to the Company to be remote.
Commitments
The
Company routinely enters contracts with related party developers for the development of new games. These agreements ordinarily include
contractual payments to the developers for several milestones that occur at various times through 2026. The aggregate amount of development
commitments to related party developers is $
| 25 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
NOTE 16 – INCOME (LOSS) PER SHARE
The Company uses the two class method to compute its basic loss per share (“Basic EPS”) and diluted loss per share (“Diluted EPS”). The following table summarizes the computations of basic EPS and diluted EPS. The allocation of earnings between Class A and Class B shares is based on their respective economic rights to the undistributed earnings of the Company. Basic EPS is computed as net loss divided by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur using the treasury stock and if-converted methods, as applicable. The following table provides a reconciliation of the weighted average number of shares used in the calculation of Basic and Diluted EPS.
SCHEDULE OF EARNINGS PER SHARE
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
For the three months ended September 30, | For the Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Basic Earnings (Loss) Per Share: | ||||||||||||||||
| Net income (loss) attributable to Class A common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) attributable to Class B common stockholders | ( | ) | ( | ) | ||||||||||||
| Net income (loss) attributable to common stockholders | ( | ) | ( | ) | ||||||||||||
| Total net income (loss) attributable to Snail Inc. | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Class A weighted average shares outstanding - basic | ||||||||||||||||
| Class B weighted average shares outstanding - basic | ||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||
| Class A and B basic earnings (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted Earnings (Loss) Per Share: | ||||||||||||||||
| Net income (loss) attributable to Class A common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Dilutive effects of convertible note and related warrants | — | — | — | ( | ) | |||||||||||
| Net income (loss) attributable to Class A common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) attributable to Class B common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Net income (loss) attributable to common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Dilutive effects of convertible note and related warrants | ( | ) | — | ( | ) | ( | ) | |||||||||
| Net income (loss) attributable to Class B common stockholders | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Class A weighted average shares outstanding – basic | ||||||||||||||||
| Dilutive effects of convertible notes and related warrants | — | — | — | |||||||||||||
| Class A weighted average shares outstanding - diluted | ||||||||||||||||
| Class B weighted average shares outstanding - basic | ||||||||||||||||
| Weighted average shares outstanding | ||||||||||||||||
| Dilutive effects of common stock equivalents | — | — | — | — | ||||||||||||
| Class B weighted average shares outstanding - diluted | ||||||||||||||||
| Weighted average shares outstanding - diluted | ||||||||||||||||
| Diluted earnings (loss) per Class A share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted earnings (loss) per Class B share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Diluted earnings (loss) per share | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
For the three and nine months ended September 30, 2025, the convertible notes were excluded from the calculation of Diluted EPS due to the conversion price being above the Company’s average stock price for the fixed portion while the variable portion was anti dilutive based upon the reversal of the fair value adjustment. The following table provides a listing of shares excluded from the calculation of Diluted EPS due to their anti-dilutive effects:
SCHEDULE OF ANTI-DILUTIVE SHARES AND SECURITIES
| 2025 | 2024 | 2025 | 2024 | Method | ||||||||||||||||
| For the three months ended September 30, | For the Nine months ended September 30, | |||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | Method | ||||||||||||||||
| Excluded Shares: | ||||||||||||||||||||
| Restricted stock units outstanding | Treasury | |||||||||||||||||||
| Equity line of credit warrants | Treasury | |||||||||||||||||||
| Underwriters warrants | Treasury | |||||||||||||||||||
| Convertible notes | — | If-Converted | ||||||||||||||||||
| Convertible notes warrants | — | — | — | Treasury | ||||||||||||||||
| Anti-dilutive securities | — | — | — | Treasury | ||||||||||||||||
NOTE 17 – EQUITY
The
Company has authorized
In
connection with our IPO, on November 9, 2022, the Company issued to the Underwriters warrants to purchase
| 26 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The Underwriters Warrants are legally detachable and separately exercisable from the Class A common stock; therefore, they meet the definition of freestanding and are not considered embedded in the Firm Shares.
The Underwriters Warrants are considered indexed to the Company’s own stock. Additionally, the Company concludes that the Underwriters Warrants meet all requirements for equity classification. Because the Underwriters Warrants were issued to the Underwriters for their services and can be exercised immediately (subject to certain transfer conditions) they were measured at their fair value on their date of issuance and recorded within stockholders’ equity. As long as the Underwriters Warrants remain classified as equity, they shall not be revalued.
Convertible Note Warrants
On
August 24, 2023, the Company issued warrants in connection with its convertible debt for the purchase of
The
convertible note warrants allow the Investors to purchase an aggregate of
The exercise price and the number of shares of the warrants are subject to adjustment for standard anti-dilution provisions and also for subsequent issuance at a price lower than the then exercise price and adjustments to the strike price of other equity-linked instruments to a lower price than the then exercise price.
Due
to their adjustment provisions, the warrants are classified as a liability on the condensed consolidated balance sheet. In January 2024
there was a conversion which triggered anti-dilutive features of the convertible note warrants, decreasing the exercise price and increasing
the number of outstanding convertible notes warrants to
SCHEDULE OF FAIR VALUE OF WARRANTS
| September 30, 2025 | December 31, 2024 | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Contractual term (years) | ||||||||
| Volatility | % | % | ||||||
| Risk-free rate | % | % | ||||||
Expected
volatility is the estimate of the expected volatility of the Company’s Class A common stock, based on the Company’s weekly
trading history then reduced by
The
warrant liability, which uses level 3 inputs, is to be measured at fair value each reporting period with the change in fair value being
recognized in other income. The measured fair value may be uncertain due to the use of unobservable inputs. At September 30, 2025 and
December 31, 2024, the fair value of the warrant liability was $
During
the nine months ended September 30, 2025, the Investors exercised
The Convertible Notes Warrants were initially measured at fair value and are being re-measured at fair value at each subsequent reporting date. The change in fair value during the three and nine months ended September 30, 2025 and 2024, was as follows:
SCHEDULE OF CHANGE IN FAIR VALUE OF CONVERTIBLE NOTES WARRANTS
| Value | Warrants | |||||||
| Fair value, at December 31, 2024 | $ | |||||||
| Change in fair value | ( | ) | — | |||||
| Exercises | ( | ) | ( | ) | ||||
| — | — | |||||||
| Fair value at March 31, 2025 | $ | |||||||
| Change in fair value | — | |||||||
| Fair value at June 30, 2025 | $ | |||||||
| Change in fair value | ( | ) | — | |||||
| Fair value at September 30, 2025 | $ | |||||||
| Value | Warrants | |||||||
| Fair value, at December 31, 2023 | $ | |||||||
| Change in fair value | — | |||||||
| Anti-dilution adjustment | — | |||||||
| Fair value at March 31, 2024 | $ | |||||||
| Change in fair value | ( | ) | — | |||||
| Fair value at June 30, 2024 | $ | |||||||
| Change in fair value | ( | ) | — | |||||
| Fair value at September 30, 2024 | $ | |||||||
| 27 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Equity Line Purchase Agreement
On
August 24, 2023, the Company entered into a common stock purchase agreement (the “Equity Line Purchase Agreement”) and a
registration rights agreement (the “Registration Rights Agreement”) with an investor, pursuant to which the investor has
committed to purchase up to $
Under
the terms of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the investor, shares of
Class A common stock over the period commencing on the execution date of the Equity Line Purchase Agreement and ending on the earlier
of (i) December 31, 2025, or (ii) the date on which the investor shall have purchased Securities pursuant to the Equity Line Purchase
Agreement for an aggregate purchase price of the $
The
registration statement covering the offer and sale of up to
Concurrently
with the signing of the Equity Line Purchase Agreement, the Company issued the equity line warrant to purchase
Equity Line Warrants
On
August 24, 2023, the Company issued a warrant to an investor (the “Equity Line Warrant”) for the purchase of
The
Investors warrants allow them to purchase the
The exercise price and the number of shares of the warrants are subject to adjustment for standard anti-dilution provisions, for subsequent common share issuance at a price lower than the then exercise price of the warrants and adjustments to the strike price of other equity-linked instruments to a lower price than the then exercise price of the warrants.
Due to their adjustment provision, the warrants are classified as a liability on the consolidated balance sheet. The fair value of the warrants has been estimated using a Black-Scholes pricing model as of September 30, 2025 and a Monte Carlo pricing model as of December 31, 2024 as follows:
SCHEDULE OF FAIR VALUE OF WARRANTS
| September 30, 2025 | December 31, 2024 | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Contractual term (years) | ||||||||
| Volatility | % | % | ||||||
| Risk-free rate | % | % | ||||||
Expected
volatility is the estimate of the expected volatility of the Company’s Class A common stock, based on the Company’s weekly
trading history then reduced by
The
warrant liability, which uses level 3 inputs, is to be measured at fair value at each reporting period and with the change in fair value
being recognized in earnings. The measured fair value may be uncertain due to the use of unobservable inputs. At September 30, 2025 and
December 31, 2024, the fair value of the warrant liability was $
As
of September 30, 2025 and 2024,
| 28 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
The Equity Line Warrants were initially measured at fair value and are being re-measured at fair value at each subsequent reporting date. The change in fair value during the three and nine months ended September 30, 2025 and 2024, was as follows:
SCHEDULE OF CHANGE IN FAIR VALUE OF EQUITY LINE WARRANTS
| Value | Warrants | |||||||
| Fair value, at December 31, 2024 | $ | |||||||
| Change in fair value | ( | ) | — | |||||
| Fair value at March 31, 2025 | $ | |||||||
| Change in fair value | — | |||||||
| Fair value at June 30, 2025 | $ | |||||||
| Change in fair value | ( | ) | — | |||||
| Fair value at September 30, 2025 | $ | |||||||
| Value | Warrants | |||||||
| Fair value, at December 31, 2023 | $ | |||||||
| Change in fair value | ( | ) | — | |||||
| Fair value at March 31, 2024 | $ | |||||||
| Change in fair value | ( | ) | — | |||||
| Fair value at June 30, 2024 | $ | |||||||
| Change in fair value | ( | ) | — | |||||
| Fair value at September 30, 2024 | $ | |||||||
Restricted Stock Units (“RSUs”)
RSUs
granted to directors vest based on the directors’ continued employment with us through each applicable vest date, which is generally
over
SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY
Restricted Stock Units | Weighted- Average Grant-Date Fair Values | |||||||
| Outstanding as of January 1, 2025 | — | $ | — | |||||
| Granted | ||||||||
| Vested | ( | ) | ||||||
| Forfeited or cancelled | — | — | ||||||
| Outstanding as of September 30, 2025 | $ | |||||||
Restricted Stock Units | Weighted- Average Grant-Date Fair Values | |||||||
| Outstanding as of January 1, 2024 | $ | |||||||
| Granted | — | — | ||||||
| Vested | ( | ) | ( | ) | ||||
| Forfeited or cancelled | — | — | ||||||
| Outstanding as of September 30, 2024 | $ | |||||||
The grant date fair value of RSUs granted to directors is based on the quoted market price of our common stock on the date of grant.
| 29 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
Our
RSUs granted to employees vest upon the achievement of pre-determined performance-based milestones as well as service conditions (“PSUs”).
The pre-determined performance-based milestones are based on specified percentages of the PSUs that would vest at each of the first five
anniversaries of the IPO date if the Company’s average annual growth rate (“AAGR”) is calculated to be at a target
percentage or above during the period between the Company’s IPO Date and the annual revenue for each of the anniversary year. If
these performance-based milestones are not met but service conditions are met, the PSUs will not vest, in which case any compensation
expense the Company has recognized to date will be reversed. Generally, the total aggregate measurement period of our PSUs is
Each quarter, the Company updates our assessment of the probability that the performance milestones will be achieved. The Company amortizes the fair values of PSUs over the requisite service period. Each performance-based milestone is weighted evenly and the number of shares that vest based on each performance-based milestone is independent from the other.
The following table summarizes our PSU activity with employees, presented with the maximum number of shares that could potentially vest, for the nine months ended September 30, 2025 and 2024.
SCHEDULE OF RESTRICTED STOCK UNITS ACTIVITY
Restricted Stock Units | Weighted- Average Grant-Date Fair Values | |||||||
| Outstanding as of January 1, 2025 | $ | |||||||
| Granted | — | — | ||||||
| Vested | — | — | ||||||
| Forfeited or cancelled | ( | ) | ( | ) | ||||
| Outstanding as of September 30, 2025 | $ | |||||||
Restricted Stock Units | Weighted- Average Grant-Date Fair Values | |||||||
| Outstanding as of January 1, 2024 | $ | |||||||
| Granted | — | — | ||||||
| Vested | — | — | ||||||
| Forfeited or cancelled | ( | ) | ( | ) | ||||
| Outstanding as of September 30, 2024 | $ | |||||||
The grant date fair value of PSUs granted to employees is based on the quoted market price of our common stock on the date of grant.
Repurchase Activity
As
of September 30, 2025,
There
were
Stock-Based Compensation Expense (Income)
During the nine months ended September 30, 2024, the Company determined that it is probable that the Company will not meet the performance-based milestones required by the RSU’s granted to employees. Conversely, during the three months ended March 31, 2025, the Company determined it is probable it will meet the performance-based milestones required by said RSU’s, then in the three months ended June 30, 2025, the milestone was reverted back to not probable.
Stock-based
compensation expense resulting from RSUs and PSUs of $
| 30 |
Snail Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements
During
the nine months ended September 30, 2025 and 2024, the Company recognized approximately $
As
of September 30, 2025, our total unrecognized compensation cost related to RSUs and PSUs was approximately $
NOTE 18 – OPERATING SEGMENTS
The Company’s Chief Operating Decision Maker (“CODM”) is our Founder, Chief Executive Officer, Chief Strategy Officer, and Chairman Mr. Hai Shi. The CODM assesses performance and decides how to allocate resources based on net loss to evaluate operational efficiency and direct resources of the Company. Segment assets are reported on the condensed consolidated balance sheets as total assets. The table below presents segment revenue, operating profit and significant expenses for the three and nine months ended September 30, 2025 and 2024:
SCHEDULE OF SEGMENT REVENUE, OPERATING PROFIT AND SIGNIFICANT EXPENSES
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| Operating expenses: | ||||||||||||||||
| Salaries and wages | ||||||||||||||||
| Public company expenses | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Research and development | ||||||||||||||||
| Advertising and marketing | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| (Loss) income from operations | ( | ) | ( | ) | ||||||||||||
| Total other (expense) income, net | ( | ) | ||||||||||||||
| (Loss) income before (benefit from) provision for income taxes | ( | ) | ( | ) | ||||||||||||
| (Benefit from) provision for income taxes | ( | ) | ||||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Depreciation and amortization expense is consistent with those presented in the condensed consolidated statements of cash flows. There are no additional segment items requiring separate disclosure. Interest income, interest expense, other income and foreign currency transactions are captured in the total other income (expense), net line item. The Company continues to report revenue by geographic region as part of its revenue disclosures, see Note 3 – Revenue from Contracts with Customers. The CFO provides reports to the CODM for key decision making purposes.
NOTE 19 – SUBSEQUENT EVENTS
| ● | On
October 3, 2025, a holder of the Company’s unsecured convertible note elected to convert $ | |
| ● | On
October 24, 2025, the Company entered into a Securities Purchase Agreement with CROM Structured Opportunities Fund I, LP (“CROM”)
and issued unsecured convertible notes with a principal amount of $ |
| 31 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”). This discussion and analysis contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Quarterly Report, particularly under “Risk Factors,” in Part II, Item 1A of this Quarterly Report and Part 1A of the Company’s Form 10-K for the year ended December 31, 2024, and the “Cautionary Statement Regarding Forward-Looking Statements” section of this Quarterly Report.
Overview
Our mission is to provide high-quality entertainment experiences to audiences around the world. We are a leading, global independent developer and publisher of interactive digital entertainment for consumers around the world. We have built a premier portfolio of premium games designed for use on a variety of platforms, including consoles, PCs, and mobile devices. ARK: Survival Evolved has been a top-25 selling game on the Steam platform by gross revenue in each year we released an ARK DLC. Our expertise in technology, in-game ecosystems and monetization of online multiplayer games has enabled us to assemble a broad portfolio of intellectual property across multiple media formats and technology platforms. Our flagship franchise from which we generate the substantial majority of our revenues, ARK, is a leader within the sandbox survival genre with 107.4 million console and PC installs through September 30, 2025. See below for discussion of key performance metrics and non-GAAP measures. In the three and nine months ended September 30, 2025, ARK: Survival Evolved and ARK: Survival Ascended combined for an average total of 216,000 and 233,000 daily active users (“DAUs”) on the Steam and Epic platforms, as compared to 210,000 and 212,000 in the three and nine months ended September 30, 2024, respectively. We define “daily active users” as the number of unique users who play any given game on any given day. For the three months ended September 30, 2025 and 2024, we generated 88.4% and 88.7%, respectively, of our revenues from the ARK franchise. For the nine months ended September 30, 2025 and 2024, we generated 90.3% and 82.0%, respectively, of our revenues from the ARK franchise.
Our dedication to providing audiences with high-quality entertainment experiences utilizing the latest gaming technology has produced strong user engagement, continued revenue growth, and increased cash flows. Through September 30, 2025, our ARK franchise game has been played for 4.2 billion hours with an average playing time per user of 161 hours and with the top 21.4% of all players spending over 100 hours in the game, according to data from the Steam platform. For the three months ended September 30, 2025 and 2024, our net revenue was $13.8 million and $22.5 million, respectively. For the nine months ended September 30, 2025 and 2024, our net revenue was $56.1 million and $58.3 million, respectively. During the three months ended September 30, 2025, approximately 33.2% of our revenue came from consoles, 49.5% from PC and 13.1% from mobile as compared to 44.3% from consoles, 45.6% from PC and 4.6% from mobile during the three months ended September 30, 2024. During the nine month ended September 30, 2025, approximately 39.9% of our revenue came from consoles, 46.1% came from PC and 11.0% from mobile as compared to 41.7% from consoles, 46.7% from PC and 5.4% from mobile platforms during the nine month ended September 30, 2024. We had a net loss of $7.9 million compared to a net income of $0.2 million, for the three months ended September 30, 2025 and 2024, respectively. For the nine months ended September 30, 2025, we had a net loss of $26.4 million as compared to net income of $0.7 million for the nine months ended September 30, 2024.
| 32 |
Key Factors Affecting Our Business
There are a number of factors that affect the performance of our business, and the comparability of our results from period to period, including:
Investments in our content strategy
We continuously evaluate and invest in content strategy to improve and innovate our games and features and to develop current technological platforms. We are currently actively investing in expanding our gaming pipeline as well as developing media related to our gaming intellectual property. We also continue to invest to grow our micro-influencer platform, NOIZ, by attracting new influencers and brand customers. We have established a new division internally under the Interactive Films brand. This division will focus on creating content in the vertical short film segment of the digital entertainment market. The mobile application has already launched on iOS and Android platforms. As of September 30, 2025, we have released sixty-seven short film dramas including licensed films from external organizations and expect a consistent roll out of new short film dramas.
Growth of user base
We have experienced significant growth in our number of downloads over the last several years. We have sold 54.6 million units between January 1, 2016 and September 30, 2025. During the three months ended September 30, 2025, we sold 1.1 million units consistent with 1.1 million in the three months ended September 30, 2024. Our video games provide highly engaging, differentiated entertainment experiences where the combination of challenge and progress drives player engagement, high average player times, and long-term franchise value. The success of our franchise hinges on our ability to keep our current players engaged while also growing our user base by innovating our platform and monetizing new offerings. The degree to which gamers are willing to engage with our platform is driven by our ability to create interactive and unique content that will enhance the game-play experience. We sell DLCs which are supplementary to our master games and expand the gaming universe to continuously evolve the game and retain players. Our master games are the base versions of a specific title, for example, ARK: Survival Evolved is our master game and ARK: Genesis is a DLC.
While we believe we have a significant opportunity to grow our installed base, we anticipate that our overall user growth rate will fluctuate over time as we continue to release new master games and companion DLCs. Download rates and user engagement may increase or decrease based on other factors such as growth in console, PC and mobile games, ability to release content, market effectively and distribute to users.
Investments in our technology platform
We are focused on innovation and technology leadership in order to maintain our competitive advantage. We spend a portion of our capital on our research and development platform to continuously improve our technological offerings and gaming platform. Our proprietary video game technology includes a versatile game engine, development pipeline tools, advanced rendering technology and advanced server and network operations. Continued investment in improving the technology behind our existing gaming platforms as well as developing new software tools for new product offerings is important to maintaining our strategic goals, developer and creator talent, and financial objectives. For us to continue providing cutting-edge technology to our users and bringing digital interactive entertainment to market, we must also continue to invest in developmental and creative resources. For our users, we regularly invest in user-friendly features and enhance user experience in our games and platforms. As our industry moves towards increased use of cloud gaming and gaming as a service technology, our ability to bring interactive technologies to market will be an increasingly important part of our business. Furthermore, to accompany our entry into the vertical short film market, we have developed a distribution platform, the SaltyTV mobile application that allows users to access the content on demand.
| 33 |
Ability to release content, market effectively through cross media and expand the gaming group
Establishing and maintaining a loyal network of players for our premium games is vital for our business and drives revenue growth. To grow and maintain our player base, we invest in developing new games to attract and engage players, and in providing existing audiences with proven content in the form of new DLCs. In the near-term, we may increase spending on original content creation with new studios, and on sales and marketing as a percentage of revenue to grow our player network. The scale of our player base is determined by a number of factors, including our ability to strengthen player engagement by producing content that players play regularly and our effectiveness in attracting new players, both of which may in turn affect our financial performance.
Strategic relationship with developers, Studio Wildcard & Suzhou Snail
We have grown and expect to continue to grow our business by collaborating with game studios that we believe can benefit from our team’s decades of experience developing successful games. We have strategic relationships with many developer studios that create original content for us. The relationships allow for valuable knowledge sharing between Suzhou Snail, a related party, and the developer studios. We enjoy a long-term relationship with Studio Wildcard, a related party, which develops our ARK franchise. We have an exclusive license with Studio Wildcard for rights to ARK, and we work with them and our other studio developer partners to provide ongoing support across numerous aspects of game development. Our financial results may be affected by our relationship with game studios, including Studio Wildcard, and our ability to create self-developed titles.
Relationship with third party distribution platforms
We derive nearly all of our revenue from third-party distribution platforms, these include but are not limited to, Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, the Apple App Store, the Google Play Store, My Nintendo Store and the Amazon Appstore. These digital distribution platforms have policies that may impact our reachability to our potential audience, including the discretion to amend their terms of service, which could affect our current operations and our financial performance. As we expand to new markets, we anticipate similar relationships with additional distribution partners that could similarly impact our performance.
Seasonality
We experience fluctuations in quarterly and annual operating results as a result of the timing of the introduction of new titles, variations in sales of titles developed for particular platforms, market acceptance of our titles, development and promotional activities relating to the introduction of new titles, releases of expansion packs and DLCs, and to coincide with the global holiday season in the fourth and first quarters of each year. Seasonality in our revenue also tends to coincide with promotional cycles on platforms, typically on a quarterly basis.
Recent Developments
Gaming
In February 2025, we released a brand new DLC map for ARK: Survival Ascended, ARK: Astraeos. This expansive Greek methodology map offers over 264-square kilometers of playable area, filled with stunning scenery, ancient ruins, sacred temples, and powerful new bosses. Since release, we sold 574K units across Steam, PlayStation, and Xbox. We have also completed two new game acquisitions through our gaming network and partners as part of the larger effort to expand our games portfolio.
At GDC 2025, we officially announced the 10-year celebration of ARK: Survival Evolved with a brand new DLC, ARK: Aquatica, released in July 2025. The new non-canonical expansion map features an ambitious underwater setting where 95% of gameplay will take place beneath the surface. For ARK: Survival Ascended, we announced a new full-size canonical expansion, Lost Colony, that sets in a frozen world where players follow legendary survivor Mei Yin on a perilous quest to uncover ARK’s buried secrets. Furthermore, we announced Bellwright will be released on the Xbox platform as a next step to broaden the game’s exposure and player base. We have also debut teaser trailers for two in-house developed projects, Nine Yin Sutra: Wushu and Nine Yin Sutra: Immortal. These two original titles invite players into vast, immersive worlds shaped by martial arts mastery and cultivation.
Shortly after GDC, on April 23, 2025, we released a major content update to Bellwright in the way of celebrating its one-year anniversary. Content update includes 200+ enhancements across visual, audio & gameplay quality-of-life. In the subsequent month, we saw 1.5x units sold compared to one month prior.
In keeping up with the momentum of Lost Colony announcement, ARK: Survival Ascended (“ASA”) was added to the PlayStation Plus subscription program and made available free of charge to any PlayStation Plus subscribers. The inclusion proved a major success, driving a surge in downloads with over 8 million installs and significantly expanding the player base, further cementing ARK’s presence on console. During the inclusion month, we also saw a healthy uplift in ASA DLC sales on PlayStation.
| 34 |
On June 18, 2025, the Lost Colony Expansion Pass pre-sale went live across Steam, PlayStation, and Xbox. The DLC is expected to be released later this year. To deepen our commitment to our ARK fans, we have included a brand-new ARK: Fantastic Tames – Drakelings as part of the expansion pass. The pre-sale exceeded our expectations, selling over 306K units through September 30, 2025. On October 7th, 2025, we further enhanced the value of the Lost Colony Expansion Pass by adding a completely new Fantastic Tames, Elderclaw to the bundle.
Furthermore, in an effort to broaden our portfolio offerings beyond the sandbox survival genre, we have released five indies games that cater to a broader set of audience in the second quarter of 2025; The Cecil: The Journey Begins, Chasmal Fear, Castle of Secrets, Zombie Rollerz: The Last Ship, and Robots at Midnight. Towards the end of the year, we have two exciting releases to round out 2025 in Rebel Engine, a fusion of the stylish combat of a hack-n’-slash with the lightning speed and bombastic gunplay of a ‘90s FPS into a wholly unique, fast-paced action game, and Echoes of Elysium, an airship-survival RPG set in the world of “Elysium” where players gather resources, craft, survive, build/customize airships, explore, and combat.
Film and TV
To bring more entertainment to our users, our short film mobile application, SaltyTV, brings exclusive, original stories from heart-racing thrillers to jaw-dropping romances to our viewers. We have released sixty-seven short film dramas through September 30, 2025 and expect a consistent roll out of new short film dramas throughout 2025 and beyond. In a strategic step forward in advancing the short-film business line, Snail Inc. subsidiary Interactive Films signed a Memorandum of Understanding (MOU) with Mega Matrix Inc. (NYSE American: MPU) for a joint development, production, and global distribution of short dramas. Furthermore, we expanded the short film dramas’ product scope with the release of a new game based on the produced stories; The Fame Game: Welcome to Hollywood, an adventure that follows an up-and-coming actor as he navigates the complexities of romance, ambition, and the unexpected truths hiding beneath the red carpet.
Digital Asset
In addition, the Company recently announced on July 15, 2025, of its intention to explore a strategic digital asset initiative that includes the evaluation and feasibility for introduction of its own proprietary stablecoin. This initiative would be subject to a range of factors, including but not limited to, regulatory approvals, market conditions, technical feasibility, cybersecurity safeguards, financial controls, and internal governance. The Company believe that exploring stablecoin infrastructure may position us as an early mover within the digital entertainment industry. While no definitive decisions have been made to integrate such technology into the Company’s corporate strategy, the Company continues to evaluate and explore opportunities as part of our broader innovation roadmap.
Corporate
On August 7, 2025, we entered into an At The Market Offering Agreement (the “ATM Sales Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Sales Agent” or “Wainwright”), to sell its shares of Class A Common Stock from time to time, in an “at the market offering” program through Wainwright, with certain limitations on the amount of Class A Common Stock (the “Shares”) that may be offered and sold thereunder. The sales, if any, of the Shares made under the ATM Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Capital Market (the “Nasdaq”) or on any other existing trading market for the Company’s Class A Common Stock, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law (the “Offering”).
Offers and sales of shares of Class A Common Stock by the Company, if any, under the ATM Sales Agreement, will be made through a prospectus supplement, dated August 7, 2025 and an accompanying base prospectus, dated September 20, 2024, contained therein (the “ATM Prospectus Supplement”), which ATM Prospectus Supplement forms a part of the Company’s shelf registration statement on Form S-3 (File 333-282030), initially filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September 11, 2024 (the “Registration Statement”) and declared effective by the SEC on September 20, 2024. The aggregate market value of the shares of Class A Common Stock eligible for sale under the ATM Prospectus Supplement is currently $4,500,000, which is based on the limitations of General Instruction I.B.6 of Form S-3.
| 35 |
Components of Results of Operations
Revenues
We primarily derive revenue from the sale of our games through various gaming platforms. Through these platforms, users can download our games and, for certain games, purchase virtual items to enhance their game-playing experience. We offer certain software products through third-party digital storefronts, such as Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, the Apple App Store, the Google Play Store, My Nintendo Store and the Amazon Appstore, and certain retail distributors.
We record deferred revenue when payments are due or received in advance of the fulfillment of our associated performance obligations.
Cost of revenues
Cost of revenues includes license royalty fees, merchant fees, engine fees, server and database cost centers, game licenses and license right amortization. For a description of our licensing arrangements, please see Note 2 - Summary of Significant Accounting Policies to our unaudited condensed consolidated financial statements included in this Quarterly Report. We generally expect cost of revenues to fluctuate proportionately with revenues.
General and administrative
General and administrative expenses include rent expense, salaries, stock-based compensation, legal and professional expenses, administrative internet and server expenses, contract costs, insurance expenses, license and permits, other taxes and travel expenses. We expect salaries and wages to increase as we increase headcount when expanding our product offerings. Stock-based compensation will be recorded within research and development and general and administrative expense. We also record legal settlement expenses as components of general and administrative expenses. We expect general and administrative expenses will increase in absolute dollars due to the additional administrative and regulatory burden of becoming and operating as a public company and the inflationary pressures of recent years.
Research and development
Research and development consists primarily of consulting expenses and salaries and wages devoted towards the development of new games and related technologies and development costs outsourced through Suzhou Snail. We expect our research and development to increase as we develop new content, games or technologies.
Advertising and marketing
Advertising and marketing consists of costs related to advertising and user acquisition efforts, including payments to third-party marketing agencies. We occasionally offer our early access trial, through which we sell our games that are in development and testing. The early access trial allows us to both monetize and receive feedback on how to improve our games over time. We plan to continue to invest in advertising and marketing to retain and acquire players. However, sales and marketing expenses may fluctuate as a percentage of revenues depending on the timing and efficiency of our marketing efforts.
Impairment of film assets
Impairment of film assets consists of costs related to short films produced by Snail. When projected future cash flows were no longer expected to recover from the carrying value of film projects, we recognized an impairment charge to write down the assets in full, or in part, to their estimated fair value. Impairments during the period primarily resulted from changes in marketing strategies, underperformance of certain titles, or shifts in market demand. These charges negatively impact operating income and reflect our continuous assessment of content performance in a rapidly evolving landscape.
Provision for income taxes
The provision for income taxes consists of current income taxes in the various jurisdictions where we are subject to taxation, primarily the United States, as well as deferred income taxes reflecting the net tax effects of temporary differences between the carrying amounts of assets and liabilities in each of these jurisdictions for financial reporting purposes and the amounts used for income tax purposes. Under current U.S. tax law, the federal statutory tax rate applicable to corporations is 21%. Our effective tax rate of 16.6% differed from the federal statutory tax rate of 21% primarily due to state income taxes, foreign withholding taxes, and permanent differences.
Results of Operations
Comparison of the three months ended September 30, 2025 versus the three months ended September 30, 2024
| Three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| (in millions) | ||||||||||||||||
| Revenues, net | $ | 13.8 | $ | 22.5 | $ | (8.7 | ) | (38.7 | )% | |||||||
| Cost of revenues | 13.8 | 13.8 | — | (0.1 | )% | |||||||||||
| Gross profit | — | 8.7 | (8.7 | ) | (99.8 | )% | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 4.8 | 3.8 | 1.0 | 26.0 | % | |||||||||||
| Research and development | 3.7 | 3.9 | (0.2 | ) | (4.0 | )% | ||||||||||
| Advertising and marketing | 0.9 | 0.5 | 0.4 | 78.4 | % | |||||||||||
| Depreciation and amortization | 0.2 | 0.1 | 0.1 | 6.2 | % | |||||||||||
| Impairment of film assets | 0.3 | — | 0.3 | 100 | % | |||||||||||
| Total operating expenses | 9.9 | 8.3 | 1.6 | 18.9 | % | |||||||||||
| Income (loss) from operations | $ | (9.9 | ) | $ | 0.4 | $ | (10.3 | ) | (2,521.0 | )% | ||||||
| 36 |
Revenues
Net revenues for the three months ended September 30, 2025 decreased by $8.7 million, or 38.7%, compared to the three months ended September 30, 2024. Total ARK sales increased $2.2 million mainly attributed to $2.1 million from ARK: Survival Ascended and $0.5 million from the release of ARK: Aquatica, and SaltyTV sales increased $0.3 million during the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase in sales was more than offset by the increase in deferred revenue of $10.9 million primarily from ARK: Survival Ascended and a decrease in revenues related to Bellwright of $0.5 million in the three months ended September 30, 2025 compared to the three months ended September 30, 2024.
Cost of revenues
Cost of revenues for the three months ended September 30, 2025 remained consistent when compared to the three months ended September 30, 2024.
Cost of revenues for the three months ended September 30, 2025 and 2024 comprised the following:
| Three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| (in millions) | ||||||||||||||||
| Software license royalties - related parties | $ | 3.3 | $ | 5.3 | $ | (2.0 | ) | (37.3 | )% | |||||||
| Software license royalties | — | 0.3 | (0.3 | ) | (85.8 | )% | ||||||||||
| Licensing fees - related party | 6.0 | 6.0 | — | — | % | |||||||||||
| License and amortization | 0.5 | — | 0.5 | 100.0 | % | |||||||||||
| Merchant fees | 0.5 | 0.2 | 0.3 | 102.4 | % | |||||||||||
| Engine fees | 1.9 | 0.9 | 1.0 | 121.2 | % | |||||||||||
| Internet, server and data center | 1.6 | 1.1 | 0.5 | 42.7 | % | |||||||||||
| Other | — | — | — | (62.2 | )% | |||||||||||
| Total: | $ | 13.8 | $ | 13.8 | $ | — | (0.1 | )% | ||||||||
Cost of revenues for the three months ended September 30, 2025 included a decrease of $2.0 million in software license royalties – related parties, attributable to the deferred revenues recognition of ARK sales, a decrease of $0.3 million in software license royalties, partially offset by an increase in engine fees of $1.0 million due to a one time engine fee expense, an increase of $0.5 million in license and amortization due to the increased depreciable base of intangible assets in 2025, an increase of $0.5 million in internet, server and data center and an increase in merchant fees of $0.3 million related to the increased ARK: Ultimate Mobile Edition revenues.
General and administrative expenses
General and administrative expenses for the three months ended September 30, 2025 increased by $1.0 million, or 26.0%, compared to the three months ended September 30, 2024. The increase in general and administrative expenses was due to an increase in salaries and wages of $0.5 million, an increase in contractors expense of $0.4 million, an increase in legal and professional fees of $0.1 million, an increase in insurance costs of $0.1 million and an increase in office expenses of $0.1 million, partially offset by a decrease in other tax expenses of $0.2 million.
Research and development expenses
Research and development expenses for the three months ended September 30, 2025 decreased by $0.2 million, or 4.0%, compared to the three months ended September 30, 2024. The decrease in research and development expenses was due to lower development milestone payments of the Suzhou Snail development contract for For the Stars and Nine Yin Sutra: Immortal offset by increases in internal research and development salaries as the Company continues to expand its internal development team.
Advertising and marketing expenses
Advertising and marketing expenses for the three months ended September 30, 2025 increased by $0.4 million, or 78.4%, compared to the three months ended September 30, 2024. The increase in advertising and marketing expenses was due to the increased advertising campaigns for our ARK: Aquatica DLC and SaltyTV application and related offerings.
Impairment of film assets
Impairment of film assets for the three months ended September 30, 2025 increased by $0.3 million, or 100.0%, compared to the three months ended September 30, 2024. The increase in impairment of film assets was due to the underperformance of specific film assets and changes in the market conditions affecting expected future cash flow during the three months ended September 30, 2025.
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Other Factors Affecting Net Income (Loss)
| Three months ended September 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| (in millions) | ||||||||||||||||
| Interest income | $ | 0.5 | $ | 0.1 | $ | 0.4 | 611.9 | % | ||||||||
| Interest expense | (0.2 | ) | (0.1 | ) | (0.1 | ) | 102.3 | % | ||||||||
| Other income | 0.1 | 0.1 | — | 74.3 | % | |||||||||||
| Income tax benefit (provision) | 1.6 | (0.2 | ) | 1.8 | (1,090.4 | )% | ||||||||||
Interest income
Interest income was $0.5 million and $0.1 million for the three months ended September 30, 2025 and September 30, 2024, respectively. The increase was due to the interest portion of the IRS refunds received during the three months ended September 30, 2025.
Interest expense
Interest expense primarily related to our outstanding indebtedness with third-party lenders. Interest expense increased slightly for the three months ended September 30, 2025 due to the increased the average debt during the three months ended September 30, 2025.
Other income
Other income was $0.1 million for the three months ended September 30, 2025 and 2024. There was an increase in the revaluation of convertible notes of $0.2 million that was offset by a decrease in the revaluation of warrant liabilities of $0.3 million in the three months ended September 30, 2025 in comparison to the recognition of $0.1 million in other income during the three months ended September 30, 2024 for the revaluation of the Company’s warrant liabilities.
(Benefit from) Provision for income taxes
The Company had an income tax benefit of $1.6 million and an income tax provision of $0.2 million for the three months ended September 30, 2025 and 2024, respectively. This is primarily due to the Company being in a net loss position during the three months ended September 30, 2025 while recognizing a net income in the three months ended September 30, 2024. Our effective income tax rate was 16.6% and 40.4% during the three months ended September 30, 2025 and 2024, respectively.
Comparison of the nine months ended September 30, 2025 versus the nine months ended September 30, 2024
Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| (in millions) | ||||||||||||||||
| Revenues, net | $ | 56.1 | $ | 58.3 | $ | (2.2 | ) | (3.7 | )% | |||||||
| Cost of revenues | 43.3 | 39.4 | 3.9 | 10.0 | % | |||||||||||
| Gross profit | 12.8 | 18.9 | (6.1 | ) | (32.1 | )% | ||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | 13.3 | 9.0 | 4.3 | 48.9 | % | |||||||||||
| Research and development | 10.6 | 7.5 | 3.1 | 41.4 | % | |||||||||||
| Advertising and marketing | 3.7 | 1.3 | 2.4 | 178.8 | % | |||||||||||
| Depreciation and amortization | 0.2 | 0.2 | — | (13.5 | )% | |||||||||||
| Impairment of film assets | 0.8 | — | 0.8 | 100.0 | % | |||||||||||
| Total operating expenses | 28.6 | 18.0 | 10.6 | 58.7 | % | |||||||||||
| Income (loss) from operations | $ | (15.8 | ) | $ | 0.9 | $ | (16.7 | ) | (1,912.6 | )% | ||||||
Revenues
Net revenues for the nine months ended September 30, 2025 decreased by $2.2 million, or 3.7%, compared to the nine months ended September 30, 2024. Total ARK sales increased $13.7 million and SaltyTV increased $0.6 million during the nine months ended September 30, 2025 compared to September 30, 2024. The sales increase was more than offset by the increase in deferred revenue of $11.9 million primarily from ARK: Survival Ascended, a decrease in revenues related to Bellwright of $2.6 million, a decrease in Angela Games revenues of $1.2 million and a non-recurring Angela Games settlement of $0.6 million occurring in 2024.
| 38 |
Cost of revenues
Cost of revenues for the nine months ended September 30, 2025 increased by $3.9 million, or 10.0%, compared to the nine months ended September 30, 2024.
Cost of revenues for the nine months ended September 30, 2025 and 2024 comprised the following:
Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| (in millions) | ||||||||||||||||
| Software license royalties - related parties | $ | 14.4 | $ | 13.3 | $ | 1.1 | 8.4 | % | ||||||||
| Software license royalties | 0.1 | 0.5 | (0.4 | ) | (71.9 | )% | ||||||||||
| Licensing fees - related party | 18.0 | 18.0 | — | — | % | |||||||||||
| License and amortization | 1.2 | — | 1.2 | 100.0 | % | |||||||||||
| Merchant fees | 1.5 | 0.7 | 0.8 | 124.2 | % | |||||||||||
| Engine fees | 3.6 | 3.2 | 0.4 | 15.5 | % | |||||||||||
| Internet, server and data center | 4.3 | 3.7 | 0.6 | 16.2 | % | |||||||||||
| Other | 0.1 | — | 0.1 | 41.1 | % | |||||||||||
| Total: | $ | 43.2 | $ | 39.4 | $ | 3.8 | 10.0 | % | ||||||||
The increase in cost of revenues for the nine months ended September 30, 2025 was due to an increase of $1.1 million in software license royalties – related parties, a result of increased ARK revenues, an increase of $1.2 million in license and amortization due to the increased depreciable base of intangible assets in 2025, an increase in merchant fees of $0.8 million related to the increased ARK: Ultimate Mobile Edition revenues, an increase of $0.6 million in internet, server and data center and other costs related to advertising of $0.1 million, an increase in engine fees of $0.4 million, partially offset by decreased software license royalties of $0.4 million.
General and administrative expenses
General and administrative expenses for the nine months ended September 30, 2025 increased by $4.3 million, or 48.9%, compared to the nine months ended September 30, 2024. The increase in general and administrative expenses was due to an increase in salaries and wages of $2.5 million, the result of the Company recording $0.3 million in stock compensation expense in 2025 versus an income related to stock based income compensation of ($0.8) million in 2024 and the Company’s increased headcount in 2025, an increase in contractors expense of $0.7 million, an increase in office expense of $0.4 million, an increase in legal and professional fees of $0.3 million, an increase in insurance expenses of $0.2 million, an increase in travel expense of $0.1 million, partially offset by a decrease in other tax expense of $0.1 million.
Research and development expenses
Research and development expenses for the nine months ended September 30, 2025 increased by $3.1 million, or 41.4%, compared to the nine months ended September 30, 2024. The increase in research and development expenses was due to the outsourced development of For the Stars and Nine Yin Sutra: Immortal paid through Suzhou Snail and an increase in internal research and development salaries as the Company continues to expand its internal development team.
Advertising and marketing expenses
Advertising and marketing expenses for the nine months ended September 30, 2025 increased by $2.4 million, or 178.8%, compared to the nine months ended September 30, 2024. The increase in advertising and marketing expenses was due to the Company’s presence at the Game Developers Conference (“GDC”) during the nine months ended September 30, 2025, and increased advertising campaigns for our ARK: Aquatica DLC and Wandering Wizard titles and SaltyTV application and related offerings in 2025.
Impairment of film assets
Impairment of film assets for the nine months ended September 30, 2025 increased by $0.8 million, or 100.0%, compared to the nine months ended September 30, 2024. The increase in impairment of film assets was due to the Company’s underperformance of certain short films and changes in the market conditions affecting expected future cash flow during the nine months ended September 30, 2025. There were no such impairments during the nine months ended September 30, 2024.
| 39 |
Other Factors Affecting Net Income (Loss)
| Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| (in millions) | ||||||||||||||||
| Interest income | $ | 0.6 | $ | 0.2 | $ | 0.4 | 146.6 | % | ||||||||
| Interest expense | (0.4 | ) | (0.6 | ) | 0.2 | (29.9 | )% | |||||||||
| Other income | 0.2 | 0.5 | (0.3 | ) | (64.8 | )% | ||||||||||
| Income tax provision | (10.8 | ) | (0.3 | ) | (10.5 | ) | (3,919.9 | )% | ||||||||
Interest income
Interest income was $0.6 million and $0.2 million for the nine months ended September 30, 2025 and September 30, 2024, respectively. The increase was due to the interest portion of IRS refunds received during the nine months ended September 30, 2025.
Interest expense
Interest expense primarily related to our outstanding indebtedness with third-party lenders. Interest expense decreased by $0.2 million for the nine months ended September 30, 2025 because of lower average debt during the nine months ended September 30, 2025.
Other income
Other income decreased by $0.3 million for the nine months ended September 30, 2025, in comparison to the nine months ended September 30, 2024. The decrease is due to the recognition of a $0.5 million expense attributable from the revaluation of warrant liabilities and recognized litigation revenues of $0.1 million related to a revenue share agreement resulting for a settlement of Angela Games in the nine months ended September 30, 2025. This is partially offset by the revaluation of the convertible notes of $0.3 million during the nine months ended September 30, 2025.
Provision for income taxes
The Company had provision of income taxes of $10.8 million and $0.3 million for the nine months ended September 30, 2025 and 2024, respectively. This is primarily due to the impact of the valuation allowance recorded against U.S. net deferred tax assets. Our effective income tax rate was (69.7%) and 27.6% during the nine months ended September 30, 2025 and 2024, respectively.
| 40 |
Key Performance Metrics
Units Sold
We monitor Units Sold as a key performance metric in evaluating the performance of our console and PC game business. We define Units Sold as the number of game titles purchased through digital channels by an individual end user. Under this metric, the purchase of a standalone game, DLC, Season Pass or bundle on a specific platform are individually counted as a unit. For example, an individual who purchases a standalone game and DLC on one platform, a Season Pass on another platform, and a bundle on a third platform would count as four Units Sold. Similarly, an individual who purchases three standalone game titles on the same platform would count as three Units Sold.
Units Sold may be impacted by several factors that could cause fluctuations on a quarterly basis, such as game releases, our promotional activities, which most often coincide with the global holiday season in the fourth and first quarters of each year, promotional sales on digital platforms, console release cycles and new digital platforms. Future growth in Units Sold will depend on our ability to launch new games and features and the effectiveness of marketing strategies.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | 2025 | 2024 | Change | % Change | |||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| Units Sold(1) | 1.1 | 1.1 | — | 7.8 | % | 4.8 | 3.5 | 1.3 | 38.7 | % | ||||||||||||||||||||||
| (1) | Units include master games, DLCs, season pass and bundles and excludes skins, soundtracks and other items. |
Units sold remained consistent at 1.1 million during the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The Company’s units sold increased due to sales of ARK franchise IPs by 0.1 million units. This was offset by the decline in sales of ARK: Survival Evolved and its related DLC’s of 0.1 million units.
Units sold increased during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, by 1.3 million units, or 38.7%. The Company’s units sold increased due to an increase in sales of ARK: Survival Evolved and its related DLC’s of 0.8 million units, and an increase in sales of ARK: Survival Ascended and its related DLC’s of 0.7 million units. This increase was partially offset by the decrease of units sold of Bellwright of 0.2 million during the nine months ended September 30, 2025.
Bookings
Bookings is a key operating metric in assessing our financial performance. Bookings adjusts for the impact of deferrals and, we believe, provides a useful indicator of sales in a given period. It reflects the net amount of products and services sold digitally or physically in a given period, excluding the impact of revenue deferrals. Bookings is used by management to understand sales trends and assess the volume of our sales activity over time. Bookings should not be considered as alternatives to net loss, as measures of financial performance or any other performance measure derived in accordance with GAAP. Below is a reconciliation of total net revenue to Bookings, the closest GAAP financial measure.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| Total net revenue | $ | 13.8 | $ | 22.5 | $ | (8.7 | ) | (38.7 | )% | $ | 56.1 | $ | 58.3 | $ | (2.2 | ) | (3.7 | )% | ||||||||||||||
| Change in deferred net revenue | 3.8 | (6.4 | ) | 10.2 | (159.9 | )% | 10.9 | 0.4 | 10.5 | 2,942.1 | % | |||||||||||||||||||||
| Bookings | $ | 17.6 | $ | 16.1 | $ | 1.5 | 9.3 | % | $ | 67.0 | $ | 58.7 | $ | 8.3 | 14.3 | % | ||||||||||||||||
For the three months ended September 30, 2025, bookings increased by $1.5 million or 9.3%, compared to the three months ended September 30, 2024, driven by various sales promotions in 2025 that did not occur in 2024, specifically around ARK: Survival Evolved and the release of ARK: Lost Colony and ARK: Aquatica in 2025.
For the nine months ended September 30, 2025, bookings increased by $8.4 million, or 14.3%, compared to the nine months ended September 30, 2024, because of the releases of ARK: Survival Ascended DLC Astraeos in the first quarter of 2025, sales promotions that were the first of their kind on ARK: Survival Evolved in 2025, the release of ARK: Lost Colony to presale in 2025, and the release of ARK: Aquatica.
| 41 |
Non-GAAP Measures
In addition to our financial results determined in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”), we believe EBITDA, as a non-GAAP measure, is useful in evaluating our operating performance. EBITDA, as used in this Quarterly Report on Form 10-Q, is a non-GAAP financial measure that is presented as supplemental disclosures and should not be construed as an alternative to net loss or any other GAAP measure as an indicator of operating performance.
We present EBITDA because it is used by management to assess our financial performance, excluding certain expenses that management believes do not reflect the ongoing operating performance of the business. Management uses EBITDA to supplement GAAP measures of performance when evaluating our business strategies, making budgeting decisions and comparing performance against peer companies.
EBITDA
We define EBITDA as net income (loss) before (i) interest income, (ii) interest expense, (iii) (benefit from) provision for income taxes, and (iv) depreciation expense, property and equipment.
EBITDA as calculated herein may not be comparable to similarly titled measures reported by other companies within the industry and is not determined in accordance with GAAP. Our presentation of EBITDA should not be construed as an inference that our future results will be unaffected by unusual or unexpected items. We may also incur expenses that are the same, or similar to, some of the adjustments in this presentation.
Below is a reconciliation of net income (loss) to EBITDA, the closest GAAP financial measure.
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| Net (loss) income | $ | (7.9 | ) | $ | 0.2 | $ | (8.1 | ) | (3,473.5 | )% | $ | (26.4 | ) | $ | 0.7 | $ | (27.1 | ) | (3,828.9 | )% | ||||||||||||
| Interest income and interest income – related parties | (0.5 | ) | (0.1 | ) | (0.4 | ) | 705.2 | % | (0.6 | ) | (0.2 | ) | (0.4 | ) | 145.0 | % | ||||||||||||||||
| Interest expense | 0.2 | 0.1 | 0.1 | 102.3 | % | 0.4 | 0.6 | (0.2 | ) | (29.9 | )% | |||||||||||||||||||||
| Provision for (benefit from) income taxes | (1.6 | ) | 0.2 | (1.8 | ) | (1,090.4 | )% | 10.8 | 0.3 | 10.5 | 3,919.9 | % | ||||||||||||||||||||
| Depreciation expense | 0.1 | 0.1 | — | (6.2 | )% | 0.2 | 0.2 | — | (13.5 | )% | ||||||||||||||||||||||
| EBITDA | $ | (9.7 | ) | $ | 0.5 | $ | (10.2 | ) | (2,038.6 | )% | $ | (15.6 | ) | $ | 1.6 | $ | (17.2 | ) | (1,053.9 | )% | ||||||||||||
For the three months ended September 30, 2025, EBITDA decreased by $10.2 million, or 2,038.6%, compared to the three months ended September 30, 2024, primarily because of an increase in net loss of $8.1 and a decrease in the provision for income taxes of $1.8 million, partially offset an increase in interest income and interest income – related parties of $0.4 million.
For the nine months ended September 30, 2025, EBITDA decreased by $17.2 million, or 1,053.9%, compared to the nine months ended September 30, 2024, primarily because of an increase in net loss of $27.1 million, a decrease in interest expense of $0.2 million, partially offset by an increase in provision for income taxes of $10.5 million and increase in interest income and interest income – related parties of $0.4 million.
Liquidity and Capital Resources
Capital spending
We incur capital expenditures in the normal course of business and perform ongoing enhancements and updates to our social and mobile games to maintain their quality standards. Cash used for capital expenditures in the normal course of business is typically made available from cash flows generated by operating activities. We may also pursue acquisition opportunities for additional businesses or games that meet our strategic and return on investment criteria. Capital needs for investment opportunities are evaluated on an individual opportunity basis and may require significant capital commitments.
Liquidity
Our primary sources of liquidity are the cash flows generated from our operations, that are currently available as unrestricted cash. Our unrestricted cash was $12.3 million and $7.3 million as of September 30, 2025 and December 31, 2024, respectively.
Our restricted cash and cash equivalents were $0.9 million as of September 30, 2025 and December 31, 2024. Our restricted cash primarily consists of time deposits and is used as security for certain of our debt instruments and to secure standby letters of credit with certain of our landlords.
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As of September 30, 2025, our 2021 Revolving Loan has a balance of $3.0 million and is due and payable in June 2026. Additionally, in February 2025 the Company issued convertible notes with a par value of $3.3 million which mature in February 2026. The Company also obtained a term loan note of $3.5 million in June 2025 with a maturity date of June 2028. In concurrence with the registration of the 2023 convertible notes shares the Company registered shares for distribution in an equity line of credit. The Company has the right, but not the obligation, to sell up to $5.0 million in Class A common stock to the investor. The Company was not in compliance with its debt covenants related to the 2021 Revolving Note, 2021 Promissory note and 2025 Term Loan for the trailing twelve months ended September 30, 2025. The Company received a waiver for the covenant breach during the trailing twelve months ended September 30, 2025. As such, the Company has classified the long-term portion of its promissory note and term loan as current. There is no guarantee that the Company will receive a waiver from the lender if the covenants of the loans are breached in the future. In the event of a future breach of the debt covenants the lender has the right, but not the obligation, to declare all or any part of the debt as due immediately and cease making any advances or extend any further credit to the Company.
The Company has raised capital through the issuance of the convertible notes, equity line of credit, and the distribution agreement entered into with our retail partner which provided advanced royalties. For example, on October 24, 2025, the Company entered into a Securities Purchase Agreement with CROM Structured Opportunities Fund I, LP (“CROM”), whereby it issued an unsecured convertible note with a principal amount of $2.2 million for total gross proceeds of $2.0 million, reflecting a 10% original issue discount. Nonetheless, we may need to raise additional capital and issue registered shares to draw on an equity line of credit if needed. The need for additional capital depends on many factors, including, among other things, whether we can successfully renegotiate the terms of our debt arrangements, the rate at which our business grows, demands for working capital, revenue generated from existing DLCs and game titles and launches of new DLCs and new game titles, and any acquisitions that we may pursue. From time to time, we could be required, or may otherwise attempt, to seek additional sources of capital, including, but not limited to, equity and/or debt financings. We cannot provide assurance that we will be able to successfully access any such equity or debt financings, that the required equity or debt financings would be available on terms acceptable to us, if at all, or that any such financings would not be dilutive to our stockholders.
Our current unrestricted cash position of approximately $12.3 million, and our expected revenue receipts will allow the Company to continue operations beyond the next 12 months and service its current debts.
Cash flows
The following tables present a summary of our cash flows for the periods indicated:
| Nine months ended September 30, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| (in millions) | ||||||||||||||||
| Net cash flows provided by operating activities | $ | 4.2 | $ | 2.0 | $ | 2.2 | 104.1 | % | ||||||||
| Net cash flows used in investing activities | (4.1 | ) | — | (4.1 | ) | (100.0 | )% | |||||||||
| Net cash flows provided by (used in) financing activities | 4.9 | (6.7 | ) | 11.6 | (173.4 | )% | ||||||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents | $ | 5.0 | $ | (4.7 | ) | $ | 9.7 | (205.6 | )% | |||||||
Operating activities
Net cash flows provided by operating activities for the nine months ended September 30, 2025 increased by $2.2 million as compared to the nine months ended September 30, 2024, which resulted primarily from an increase in accounts payable and accounts payable – related parties of $15.6 million, an increase in noncash reconciling items of $13.4 million, an increase in deferred revenue of $11.9 million, an increase in prepaid expenses related party and prepaid expenses and other current assets of $1.7 million, increase in accrued expenses and other liabilities of $0.9 million, partially offset by an increase in net accounts receivable and account receivable related party of $13.6 million, an decrease in net loss of $27.1 million, and an increase in other noncurrent assets of $0.7 million.
The Company had a net loss and net income of ($26.4) million and $0.7 million, for the nine months ended September 30, 2025 and 2024, respectively, representing a decrease of $27.1 million. The decrease was primarily due to an increase in provision for income taxes of $10.5 million, increase in general and administrative expenses of $4.3 million, an increase in research and development of $3.1 million, an increase in advertising and marketing of $2.4 million, a decrease in revenue of $2.2 million, an increase in impairment of film assets of $0.8 million, an increase in cost of revenues of $3.9 million, partially offset by an increase in total other income of $0.1 million.
Non-cash reconciling items were $13.1 million and ($0.4) million for the nine months ended September 30, 2025 and 2024, respectively, representing an increase of $13.5 million. The increase in the non-cash reconciling items was due to an increase in deferred taxes of $10.8 million, an increase in stock based compensation expense (income) of $1.2 million, an increase in impairment charges of $0.8 million, an increase in the gain of change in fair value of warrant liabilities of $0.5 million, an increase in amortization expense of $1.1 million, partially offset by an increase in the loss on change in fair value of convertible notes of $0.3 million, and a decrease in accretion of convertible debt of $0.2 million.
Our accounts receivable - related party represent revenues attributable to certain mobile games that, for administrative reasons, were collected on our behalf by SDE Inc. (“SDE”), an affiliated entity, from fiscal year 2018 through 2021. SDE no longer collects such payments on our behalf; all such payments are received directly from the platforms through which we offer the relevant games. As of September 30, 2025 and December 31, 2024, the net outstanding balances of receivables due from SDE were $3.0 million and $7.5 million, respectively. We expect accounts receivables owed to us by SDE will be repaid within the next fiscal year and intend to exercise all legally available means of collection. The Company and SDE have entered into an agreement to offset uncollected amounts against monthly payments due to SDE for operating expenses and costs of revenue. See Note 5- Accounts (Payable) Receivable - Related Party to our unaudited condensed consolidated financial statements included in this Quarterly Report.
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Investing activities
Net cash flows used in investing activities for the nine months ended September 30, 2025 were $4.1 million compared to none in the nine months ended September 30, 2024. Investing activities for the nine months ended September 30, 2025 included $0.3 million for the acquisition of software applications, $3.0 million for the acquisition of license rights to certain titles, and $0.8 million in capitalized research and development expenditures for the development of software to be sold or marketed.
Financing activities
Net cash flows provided by (used in) financing activities for the nine months ended September 30, 2025 were $4.9 million compared to ($6.7) million for the nine months ended September 30, 2024. Financing activities for the nine months ended September 30, 2025 included $3.0 million from the issuance of convertible notes, $3.5 million obtained from the new term loan, and $0.2 million received upon the exercise of warrants during the period. This was partially offset by the repayments of the convertible notes of $1.4 million and repayments on the notes payable of $0.3 million. Financing activities for the nine months ended September 30, 2024 included debt repayments of $6.4 million and $0.3 million in payments of capitalized offering costs in accounts payable.
Registered Offerings and Registration Statements
In September 2022, we filed a Registration Statement on Form S-1 with the United States Securities and Exchange Commission (the “SEC”) in connection with our initial public offering (the “IPO”). As of the effective date of the Registration Statement, we became the parent company of Snail Games USA and a holding company, with our principal asset consisting of all the shares of common stock of Snail Games USA.
In the IPO, we issued 3,000,000 shares of our Class A common stock and net proceeds from the issuance were distributed to Snail Games USA in November 2022 in the amount of $12.0 million. In connection with the IPO, $1.0 million of the net proceeds were remitted to an escrow account which was held to provide a source of funding for our indemnification obligations to the underwriters. The amount in escrow was released to the Company’s unrestricted cash and cash equivalents in November 2023.
In October 2023, we filed a Registration Statement on Form S-1 with the SEC in connection with our issuance of convertible note, equity line of credit and warrants related to each financing as noted below.
In September 2024, we filed a universal shelf Registration Statement on Form S-3 that registered $50,000,000 of any combination of our Class A common stock, preferred stock, debt securities, warrants or units described therein, either individually or in combination with other securities. The “shelf” Registration Statement was declared effective on September 20, 2024 and was used to register pursuant to a prospectus supplement, dated August 7, 2025, to the “shelf” Registration Statement for the potential sale of up to $4.5 million of shares of our Class A common stock in the “at the market offering” program with Wainwright.
On May 8, 2025, we filed a Registration Statement on Form S-1 with the SEC in connection with our Class A shares of common stock underlying the convertible notes issued in the aggregate principal amount of $3.3 million maturing February 2026. The notes bear a 5% interest rate, repayable in 10 monthly installments starting May 21, 2025. These notes are convertible into Class A common stock at $5.00 per share.
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Capital resources
We fund our operations from our net cash flows provided by operating activities as well as through public and private sales of our securities, and we expect to continue to seek and obtain additional capital in a similar manner. In addition to these cash flows, we have entered into certain debt arrangements to provide additional liquidity and to finance our operations.
Revolving Loan
In December 2018, we entered into a revolving loan and security agreement with a financial institution for a revolving note in the amount of $5.5 million. On June 17, 2021, we amended and restated our revolving loan and security agreement (the “2021 Revolving Loan”) to increase our revolving line of credit to $9.0 million. On June 21, 2023, the Company amended its revolving loan agreement and decreased the maximum balance from $9.0 million to $6.0 million. As amended, the 2021 Revolving Loan matured on December 31, 2023 and bore interest at a rate equal to the prime rate less 0.25% and a floor rate of 6.50%. Interest is due and payable under the 2021 Revolving Loan on a monthly basis. The Company amended the revolving loan agreement in December 2024, to extend the 2021 Revolving Loan maturity date to June 2026. As of September 30, 2025, we had borrowings of $3.0 million outstanding under our 2021 Revolving Loan.
Promissory Note
In June 2021, we entered into a loan agreement with a financial institution providing for a term loan in an aggregate principal amount of $3.0 million (the “Term Loan”). The Term Loan, which was originally set to mature in June 2031, bears interest at a fixed rate of 3.5% for the first five years and then at a floating rate of the Wall Street Journal prime rate until maturity. The Term Loan is secured by our principal headquarters.
2025 Term Loan
In June 2025, we entered into a loan agreement with a financial institution provided for a term loan in an aggregate principal amount of $3.5 million. This loan is set to mature in June 2028, bears interest at a floating rate of 0.50% in excess of Wall Street Journal prime rate or a floor of 6.50% rate until maturity.
Convertible Notes
In February 2025, the Company issued convertible notes (the “February 2025 Convertible Notes”) with an aggregate principal amount of $3,300,000 for gross proceeds of $3,000,000. The February 2025 Convertible Notes, which mature on February 21, 2026, carry an original issue discount of 10%, and are subject to a guaranteed interest equal to 5% of the principal amount. The principal and interest charges are payable in 10 equal monthly payments starting May 21, 2025. The Company is accounting for the convertible notes at fair value.
Subject to certain ownership limitations, all or portion of the then outstanding and unpaid principal and interest of the February 2025 Convertible Notes and the October 2025 Convertible Note can be converted at the option of the holder at any time into shares of the Company’s Class A common, at a conversion price of $5.00 per share, except that except that, for an aggregate of $866,250 of the conversion amount with respect to the February 2025 Convertible Notes and an aggregate of $577,500 of the conversion amount with respect to the October 2025 Convertible Note, the conversion price is equal to the lesser of $5.00 per share or 92% of the lowest daily volume weighted average price of the Class A common stock during the 5 trading days period prior the receipt of the notice of conversion. The conversion price may be adjusted for certain customary dilutive events.
Equity Line Purchase Agreement
On August 24, 2023, the Company entered into a common stock purchase agreement (the “Equity Line Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with an investor, pursuant to which the investor has committed to purchase up to $5,000,000 in shares of the Company’s Class A common stock, subject to certain limitations and conditions set forth in the Equity Line Purchase Agreement. The Company shall not issue or sell any shares of common stock under the Equity Line Purchase Agreement which, when aggregated with all other shares of common stock beneficially owned by the investor, would result in beneficial ownership of more than 9.99% of the Company’s outstanding shares of common stock.
Under the terms of the Equity Line Purchase Agreement, the Company has the right, but not the obligation, to sell to the investor, shares of Class A common stock over the period commencing on the execution date of the Equity Line Purchase Agreement and ending on the earlier of (i) December 31, 2025, or (ii) the date on which the investor shall have purchased Securities pursuant to the Equity Line Purchase Agreement for an aggregate purchase price of the $5,000,000, provided that a registration statement covering the resale of shares of Class A common stock that have been and may be issued under the Equity Line Purchase Agreement is declared effective by the SEC. The Company has registered shares for potential issuance on exercise of the warrants, or drawing of the equity line, on Form S-1 that was declared effective on October 30, 2023. As of September 30, 2025, the Company has not sold any Class A common stock under the Equity Line Purchase Agreement, and the investor has exercised 33,333 warrants.
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At the Market Offering Program
On August 7, 2025, we entered into an ATM Sales Agreement with Wainwright to sell shares of our Class A common stock from time to time, in an “at the market offering” program through Wainwright, with certain limitations on the amount of Class A common stock that may be offered and sold thereunder. The sales, if any, of the shares of Class A common stock made under the ATM Sales Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market (the “Nasdaq”) or on any other existing trading market for the Class A common stock, directly to Wainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law.
2023 Note Payable
In July 2023, the Company entered into a cooperation agreement with its IDC vendor. The Company agreed to make the vendor the official server host of Ark: Survival Evolved and future iterations and sequels of the game for a period of 7 years. In return, the vendor has agreed to provide the Company with funds in cash of up to $3.0 million without discount and free of charges and costs to the Company. The funds were repaid in monthly installments starting in November 2023 and were based on 20% of the gross monthly ARK: Survival Ascended revenues. The Company has imputed interest at 8.0% on draws made. As of December 31, 2024, we had repaid the remaining $1.5 million outstanding under the Note Payable.
Financial covenants
The 2021 Revolving Loan, 2021 Term Loan, and the 2025 Term Loan require us to maintain a minimum debt service coverage ratio of 1.5 to 1.0. Additionally, the 2021 Revolving Loan requires us to maintain an outstanding principal balance of no more than $3.0 million for 30 consecutive days during any twelve-month period. For the trailing twelve months ended September 30, 2025, the Company has not met the minimum debt service coverage ratio required by its debt covenants. The Company received a waiver for the breach of the debt service coverage ratio covenant for the trailing twelve months ended September 30, 2025. The Company repaid the $0.8 million term note that was one of three debt facilities with the lender, in January 2024. The Company’s ability to comply with the covenants, or receive waivers for the covenants, can lead to the acceleration of payments due under the debt facilities with the lender, cause the lender to cease making advances under the revolving agreement, or allow the lender to take possession of collateral. As a result of non-compliance with debt covenants and the projected failure to comply, the Company has reclassified the long-term portion of its 2021 Promissory Note and 2025 Term Loan as a current liability.
For additional information regarding our indebtedness, see Note 12, Revolving Loan, Short Term Note and Long-Term Debt to our unaudited condensed consolidated financial statements included in this Quarterly Report.
Critical Accounting Policies and Estimates
Our discussion and analysis of results of operations, financial condition, and liquidity are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to make estimates and judgements that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may materially differ from these estimates under different assumptions or conditions. On an on-going basis, we review our estimates to ensure that they appropriately reflect changes in our business or new information as it becomes available. For additional information on our significant accounting policies, please refer to Note 2 - Summary of Significant Accounting Policies to our condensed consolidated financial statements included in this Quarterly Report. We believe that the following critical accounting policies and estimates have the greatest potential impact on our condensed consolidated financial statements.
Deferred Revenue
The Company recognizes, defers, and classifies the timing of deferred revenues from the sale of its products based on estimates of the release date, technical support obligations and timing of its performance obligations. The estimated timing of release dates is dependent on development milestones met by developers and compliance with platform requirements. At any time, platform requirements may change, or the developers may miss milestones. Estimates in technical support obligations will vary by platform and could change from period to period depending on user trends. Changes in estimates of our release schedule may affect the classification of short and long term deferred revenues and the rate at which deferred revenue is recognized, which could have a material impact on the Company’s condensed consolidated financial statements.
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Selling Prices of Performance Obligations
The Company uses the following reasonably available information in developing the standalone selling prices of the performance obligations:
| ● | Reasonably available data points, including third party or industry pricing, and contractually stated prices. | |
| ● | Market conditions such as market demand, competition, market constraints, awareness of the product and market trends. | |
| ● | Entity-specific factors including pricing strategies and objectives, market share and pricing practices for bundled arrangements. |
Deferred Income Taxes
The Company’s deferred income tax assets reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Changes in tax laws or the level of future taxable income could affect the realizability of deferred income tax assets. The Company recognizes deferred income taxes based on estimates of future taxable income and the utilization of tax loss carryforwards. In evaluating the realizability of deferred taxes, the Company evaluates all available positive and negative evidence of whether sufficient future taxable income will be generated to realize the deferred tax assets, including the results of recent operations and projections of future taxable income. The weighting of positive and negative evidence and the projection of future taxable income requires significant judgment and estimates. In addition, changes in these estimates may have a material impact on the Company’s condensed consolidated financial statements.
Recently Issued Accounting Pronouncements
For a description of recently issued and adopted accounting pronouncements, including the respective dates of adoption and expected effects on our results of operations and financial condition, please see Note 2 - Summary of Significant Accounting Policies to our Condensed Consolidated Financial Statements included in this Quarterly Report.
Emerging Growth Company and Smaller Reporting Company Status
We are an “emerging growth company,” as defined in the JOBS Act. As such, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or golden parachute arrangements. We have elected to take advantage of certain of the reduced disclosure obligations and may elect to take advantage of other reduced reporting requirements in our future filings with the SEC. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.
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In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this provision of the JOBS Act. As a result, we will not be subject to new or revised accounting standards at the same time as other public companies that are not emerging growth companies. Therefore, our condensed consolidated financial statements may not be comparable to those of companies that comply with new or revised accounting pronouncements as of public company effective dates.
We will remain an emerging growth company until the earliest of: (a)(i) the last day of the fiscal year following the fifth anniversary of the closing of our initial public offering; (ii) the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; or (iii) the last day of the fiscal year in which we are deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock held by non-affiliates exceeded $700.0 million as of the last business day of the second fiscal quarter of such year and (b) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies and will be able to take advantage of these scaled disclosures for so long as our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this item.
Item 4. Controls and Procedures.
Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Chief Executive Officers and the Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including the Chief Executive Officers and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of September 30, 2025. As described further in our 2024 Annual Report, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of such date due to a material weakness in the internal control over financial reporting. This material weakness related to the failure to properly value the fair value of warrants related to the convertible notes and equity line of credit in accordance with ASC 820 Fair Value Measurement, and this material weakness continued to exist at September 30, 2025
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Management’s Plan for Remediation
We have begun enhancing the process of, and are focused on, designing and implementing effective internal control measures to improve our internal control over financial reporting and remediate the material weaknesses. Our internal control remediation efforts include the following:
| - | Implementing new review controls and procedures over fair value valuations | |
| - | Hire qualified external valuation specialist |
Changes in Internal Control Over Financial Reporting
Except for the remediation efforts described above, we have not made changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended September 30, 2025, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other than the remediation efforts described above.
PART II OTHER INFORMATION
Item 1. Legal Proceedings.
See Item 1 of Part I, “Unaudited Condensed Consolidated Financial Statements - Note 15 - Commitments and Contingencies-Litigation.”
Item 1A. Risk Factors.
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risk factors described below as well as under the “Risk Factors” section in Part I – Item 1A of our 2024 Annual Report on Form 10-K, and any other periodic or current report that we file with the SEC, together with all of the related financial statements and notes thereto. Other than as set forth below, we have not identified any material changes to the risk factors previously disclosed in Part I – Item 1A – “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.
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Risks Related to Our Business and Industry
We are dependent on the future success of our ARK franchise, and we must continue to publish “hit” titles or sequels to such “hit” titles in order to compete successfully in our industry.
ARK is a “hit” product and has historically accounted for a substantial portion of our revenue. The ARK franchise contributed 90.3% of our net revenue for the nine months ended September 30, 2025, and our five best-selling franchises (including ARK), which may change year over year, in the aggregate accounted for 96.1% of our net revenue for the nine months ended September 30, 2025. If we fail to continue to develop and sell new commercially successful “hit” titles or sequels to such “hit” titles or experience any delays in product releases or disruptions following the commercial release of our “hit” titles or their sequels, our revenue and profits may decrease substantially, and we may incur losses. In addition, competition in our industry is intense and a relatively small number of hit titles account for a large portion of total revenue in our industry. Hit products offered by our competitors may take a larger share of consumer spending than we anticipate, which could cause revenue generated from our products to fall below our expectations. If our competitors develop more successful products or services at lower price points or based on payment models perceived as offering better value, or if we do not continue to develop consistently high-quality and well-received products and services, our revenue and profitability may decline.
We rely on license agreements to publish certain games, including games in our ARK franchise. Failure to renew our existing content licenses on favorable terms or at all or to obtain additional licenses would impair our ability to introduce new games, improvements or enhancements or to continue to offer our current games, which would materially harm our business, results of operations, financial condition and prospects.
We license certain intellectual property rights from third parties, including related parties, and in the future, we may enter into additional agreements that provide us with licenses to valuable intellectual property rights or technology. In particular, we license intellectual property rights related to our ARK franchise from SDE, the parent company of Studio Wildcard, which is also an entity that is owned and controlled by the spouse of our Founder, Chief Executive Officer, Chief Strategy Officer and Chairman, Mr. Shi. We entered into an original exclusive software license agreement with SDE in November 2015, for the rights to ARK: Survival Evolved, and subsequently entered into the amended and restated ARK1 License Agreement. In December 2022 and October 2023, we amended the ARK1 License Agreement. The terms of our license agreements with SDE may differ from those terms which would be negotiated with independent parties. In addition, we may have disputes with SDE that may impact our business, results of operations, financial condition and/or prospects. The ARK franchise contributed 90.8% of our net revenue for the nine months ended September 30, 2025. Even if our games that are dependent on third-party license agreements remain popular, any of our licensors could decide not to renew our existing license agreements or not to license additional intellectual property rights to us and instead license to our competitors or develop and publish its own games or other applications, competing with us in the marketplace. Moreover, many of our licensors develop games for other platforms and may have significant experience and development resources available to them should they decide to compete with us rather than license to us. For additional information concerning our license arrangements, including licensing agreements with affiliated third parties, see Item 1 of Part I, “Business — Intellectual Property,” included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
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Failure to maintain or renew our existing material licenses or to obtain additional licenses could impair our ability to introduce new games and new content or to continue to offer our current games, which could materially harm our business, results of operations and financial condition. If we breach our obligations under existing or future licenses, we may be required to pay damages and our licensors may have the right to terminate the license or change an exclusive license to a non-exclusive license. Termination of our license agreements by a material licensor, such as SDE, would cause us to lose valuable rights, such as the rights to our ARK franchise, and would inhibit our ability to commercialize future games, which would harm our business, results of operations and financial condition. In addition, certain intellectual property rights may be licensed to us on a non-exclusive basis. The owners of nonexclusively licensed intellectual property rights would be free to license such rights to third parties, including our competitors, on terms that may be superior to those offered to us, which could place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property rights that have not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property rights or technology from third parties and related parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology or increase what we believe to be our financial or other obligations under the relevant agreement. Any of the foregoing could harm our competitive position, business, financial condition, results of operations and prospects.
We rely on third-party platforms, such as Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, My Nintendo Store, the Apple App Store, the Google Play Store, and the Amazon Appstore, to distribute our games and collect revenues generated on such platforms and rely on third-party payment service providers to collect revenues generated on our own platforms.
Our games are primarily purchased, accessed and operated through Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, My Nintendo Store, and in the case of our mobile games, the Apple App Store, the Google Play Store and the Amazon Appstore. Substantially all of the games, DLC and in-game virtual items that we sell are purchased using the payment processing systems of these platforms and, for the nine months ended September 30, 2025, 94.1% of our revenues were generated through Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, My Nintendo Store, the Apple App Store, the Google Play Store, and the Amazon Appstore. Consequently, our expansion and prospects depend on our continued relationships with these providers, and any other emerging platform providers that are widely adopted by our target players. In addition, having such a large portion of our total net revenues concentrated in a few counterparties reduces our negotiating leverage. We are subject to the standard terms and conditions that these platform providers have for game developers, which govern the content, promotion, distribution, operation of games and other applications on their platforms, as well as the terms of the payment processing services provided by the platforms, and which the platform providers can change unilaterally on short notice or without notice. As such, our business would be harmed if:
| ● | the platform providers discontinue or limit our access to their platforms; | |
| ● | governments or private parties, such as internet providers, impose bandwidth restrictions, increase charges or restrict or prohibit access to those platforms; | |
| ● | the platforms increase the fees they charge us; | |
| ● | the platforms modify their algorithms, communication channels available to developers, respective terms of service or other policies; | |
| ● | the platforms decline in popularity; | |
| ● | the platforms adopt changes or updates to their technology that impede integration with other software systems or otherwise require us to modify our technology or update our games in order to ensure players can continue to access our games and content with ease; | |
| ● | the platforms elect or are required to change how they label free-to-play games or take payment for in-game purchases; | |
| ● | the platforms block or limit access to the genres of games that we provide in any jurisdiction; | |
| ● | the platform experiences a bankruptcy or other form of insolvency event; or | |
| ● | we are unable to comply with the platform providers’ terms of service. |
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Moreover, if our platform providers do not perform their obligations in accordance with our platform agreements or otherwise meet our business requirements, we could be adversely impacted. For example, in the past, some of these platform providers have experienced outages for short periods of time, unexpectedly changed their terms or conditions, or experienced issues with their features that permit our players to purchase games or in-game virtual items. In addition, if we do not adhere to the terms and conditions of our platform providers, the platform providers may take actions to limit the operations of, suspend or remove our games from the platform, and/or we may be exposed to liability or litigation. For example, in August 2020, Epic Games, Inc. (“Epic Games”), attempted to bypass Apple and Google’s payment systems for in-game purchases with an update that allowed users to make purchases directly through Epic Games in its game, Fortnite. Apple and Google promptly removed Fortnite from their respective app stores, and Apple filed a lawsuit seeking injunctive relief to block the use of Epic Games’ payment system and sought monetary damages to recover funds made while the updated version of Fortnite was active.
If any such events described above occur on a short-term or long-term basis, or if these third-party platforms and online payment service providers otherwise experience issues that impact the ability of players to download or access our games, access social features, or make in-game purchases, it would have a material adverse effect on our brands and reputation, as well as our business, financial condition and results of operations.
Our business is subject to our ability to develop commercially successful products for the current video game platforms, which may not generate immediate or near-term revenues, and as a result, our business and operating results may be more volatile and difficult to predict during console transitions than during other times.
We derive most of our revenue from publishing video games on third-party platform providers, such as Xbox Live and Game Pass, PlayStation Network, Steam, Epic Games Store, the Apple App Store, the Google Play Store, My Nintendo Store and the Amazon Appstore, which, in the aggregate, comprised 94.1% of our net revenue by product platform for the nine months ended September 30, 2025. The success of our business is subject to the continued popularity of these platforms and our ability to develop commercially successful products for these platforms.
Historically, when next generation consoles are announced or introduced into the market, consumers have typically reduced their purchases of products for prior-generation consoles in anticipation of purchasing a next-generation console and products for that console. During these periods, sales of the products we publish may decline until new platforms achieve wide consumer acceptance. Console transitions may have a comparable impact on sales of DLC, amplifying the impact on our revenues. This decline may not be offset by increased sales of products for the next-generation consoles. In addition, as console hardware moves through its life cycle, hardware manufacturers typically enact price reductions, and decreasing prices may put downward pressure on software prices. During console transitions, we may simultaneously incur costs both in continuing to develop and market new titles for prior-generation video game platforms, which may not sell at premium prices, and also in developing products for next-generation platforms, which may not generate immediate or near-term revenues. As a result, our business and operating results may be more volatile and difficult to predict during console transitions than during other times.
Tax law or tax rate changes could affect our effective tax rate and future profitability.
Our effective tax rate was (70%) and 28% for the nine month periods ended September 30, 2025 and 2024, respectively. In general, changes in applicable U.S. federal and state and foreign tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect our tax expense. In addition, taxing authorities in many jurisdictions in which we operate may propose changes to their tax laws and regulations. These potential changes could have a material impact on our effective tax rate, long-term tax planning and financial results.
Tariffs may cause cost increases and disruptions in technical R&D operations.
We rely substantially on third-party providers located in China and Europe to support our technical research and development initiatives. As a result, a significant portion of our R&D functions, including critical technical development and software engineering, are outsourced internationally. Recent and potential future trade policy changes, including the imposition or extension of tariffs on imported goods and services from China and Europe pose a material risk to our cost structure. Such tariffs may increase the costs of components, services, and skilled labor sourced from these regions, potentially resulting in higher operating expenses and reduced profit margins. In addition, tariff-induced supply chain disruptions could delay project timelines and necessitate a re-evaluation of our global outsourcing strategy, thereby adversely affecting our competitive position and financial performance.
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We identified material weaknesses in our internal control over financial reporting and we may identify additional material weaknesses in the future that may cause us to fail to meet our reporting obligations or result in material misstatements of our financial statements. If we do not effectively remediate the material weaknesses or if we otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately and timely report our financial results.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose any changes and material weaknesses identified through such evaluation in those internal controls. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
Our management identified a material weakness in our internal control over financial reporting involving the failure to properly value the fair value of warrants related to the convertible notes and equity line of credit. See Part II, Item 9A, “Controls and Procedures,” in this Quarterly Report for information regarding the identified material weaknesses and our actions to date to remediate the material weakness. As a result of the material weakness, our management has concluded that our internal control over financial reporting were not effective as of September 30, 2025.
We are taking steps to remediate the material weakness, which include to enhancing our financial reporting close control procedures by implementing additional reviews of fair value measurements and hiring appropriate valuation experts as needed. However, our efforts to remediate the material weakness may not be effective in preventing a future material weakness in our internal control over financial reporting. If we do not effectively remediate the material weakness or if we otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately and timely report our financial results, which could cause our reported financial results to be materially misstated, result in the loss of investor confidence and cause the market price of our Class A common stock to decline.
We can give no assurance that the measures we have taken or plans to take in the future will remediate the material weakness identified or that any additional material weakness or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls.
We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.
We may direct our Equity Line Investor to purchase up to $5.0 million worth of shares of our Class A common stock under the Equity Line Purchase Agreement until December 31, 2025, in amounts up to $1.0 million in shares of our Class A common stock depending on market prices. In addition, we have issued convertible notes to certain investors in the aggregate principal amount of $5.5 million, and we may seek to issue an additional $5.5 million in convertible notes to such investors in the future. Lastly, on August 7, 2025, we entered into an At The Market Offering Agreement (the “Sales Agreement”) with H.C. Wainwright & Co. as sales agent to sell shares of our Class A Common Stock from time to time in an at the market offering (“the ATM Offering”). Pursuant to a prospectus supplement, dated August 7, 2025, and accompanying base, we may offer and sell shares of our Class A Common Stock from time to time under the Sales Agreement having an aggregate offering price of up to $4,500,000 in the ATM Offering.
Notwithstanding the foregoing, our ability to obtain these additional funds contains certain restrictions, such as selling shares to the Equity Line Investor and obtaining funds under the Equity Line Purchase Agreement is limited by the terms and conditions in the Equity Line Purchase Agreement, including restrictions on the amounts we may sell to the Equity Line Investor at any one time, and a limitation on our ability to sell shares to the Equity Line Investor to the extent that it would cause the Equity Line Investor to beneficially own more than 9.99% of our outstanding shares of Class A common stock. Additionally, we will only be able to sell or issue to the Equity Line Investor (subject to certain reductions and other adjustments pursuant to the Equity Line Purchase Agreement, (i.e., the Exchange Cap) in total under the Equity Line Purchase Agreement, which is equal to 19.99% of the aggregate number of shares of Class A common stock outstanding prior to execution of the Equity Line Purchase Agreement, unless stockholder approval is obtained to issue in excess of such amount. Therefore, we may not in the future have access to (i) the full amount available to us under the Equity Line Purchase Agreement due to the price of our Class A common stock and (ii) proceeds from the sale of additional convertible notes. In addition, any amounts we may obtain from these financing sources may not satisfy all of our funding needs, even if we are able and choose to sell and issue all of our Class A common stock currently registered.
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The extent we rely on the Equity Line Investor as a source of funding will depend on a number of factors including the prevailing market price of our Class A common stock and the extent to which we are able to secure working capital from other sources, such as from the sale of convertible notes. If obtaining sufficient funding from the Equity Line Investor were to prove unavailable or prohibitively dilutive, we would need to secure a third source of funding in order to satisfy our working capital needs. Even if we sell all $5.0 million in shares of our Class A common stock under the Equity Line Purchase Agreement to the Equity Line Investor and issue an additional $5.5 million in convertible notes, we may still need additional capital to finance our future plans and working capital needs, and we may have to raise funds through the issuance of equity or debt securities. Depending on the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our Class A common stock could be reduced. A financing could involve one or more types of securities including Class A common stock, convertible debt, or warrants to acquire Class A common stock. These securities could be issued at or below the then prevailing market price for our Class A common stock. If the issuance of new securities results in diminished rights to holders of our Class A common stock, the market price of our Class A common stock could be negatively impacted.
Subject to certain limitations in the sales agreement and compliance with applicable law, we have the discretion to deliver placement notices to the Sales Agent in the ATM Offering at any time throughout the term of the sales agreement. The number of shares of Class A Common Stock that are sold by the Sales Agent as our Sales Agent after we deliver a placement notice will fluctuate based on the market price of the Class A Common Stock and the trading volume of our Class A Common Stock during the sales period and limits we set with the Sales Agent. In addition, we may issue and sell shares of our Class A Common Stock having aggregate gross proceeds of up to $4,500,000 from time to time in the ATM Offering. Because there is no minimum offering amount required as a condition of the ATM Offering, the actual total offering amount in such offering, commissions and proceeds to us, if any, are not determinable at this time. The amount of proceeds from the ATM Offering will depend upon the number of shares of our Class A Common Stock sold and the market price at which they are sold. There can be no assurance that we will be able to sell any shares of our Class A Common Stock under or fully utilize the Sales Agreement with the Sales Agent as a source of financing.
Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition, and prospects.
If we default on our credit obligations, our operations may be interrupted, and our business could be seriously harmed.
In addition to our outstanding convertible notes, we also have a credit facility that we may draw on to finance our operations and other corporate purposes. If we default on these credit obligations, our lenders may accelerate the debt and/or foreclose on property securing the debt.
If any of these events occur, our operations may be interrupted and our ability to fund our operations or obligations, as well as our business, could be seriously harmed. In addition, our credit facility contains operating covenants, including maintenance of certain financial ratios. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants have in the past, and could in the future, result in a default under the credit facility and any future financial agreements into which we may enter. If not waived, defaults could cause our outstanding indebtedness under our credit facility and any future financing agreements that we may enter into to become immediately due and payable.
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Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
We currently intend to retain all of our future earnings, if any, to finance the growth and development of our business. Any determination to pay dividends in the future will be at the discretion of our board of directors and may be restricted by our credit facilities or any future debt or preferred securities or future debt agreements we may enter into. As a result, capital appreciation, if any, of our Class A common stock will be your sole source of gain for the foreseeable future.
Risks relating to Stablecoins
We may require additional capital to support our strategic digital asset initiative, and implementing such initiative may subject us to various licensing requirements and significant compliance costs.
We recently announced our intention to explore a strategic digital asset initiative that includes the evaluation and feasibility of our own proprietary stablecoin backed by U.S. dollars.
The regulatory environment for stablecoins and digital assets is rapidly evolving in the United States and globally. There is a significant uncertainty regarding how federal and state regulators will apply existing laws, implement Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (GENIUS Act of 2025) or adopt new regulations with respect to stablecoin issuances. Changes in laws, regulations, or interpretations could require us to modify or cease our strategic digital asset or stablecoin initiative, subject us to possible enforcement actions, or result in significant compliance costs.
We may be required to seek additional capital to implement our strategic digital asset and stablecoin initiative as we may be required to be licensed as a money transmitter, payment services provider, bank, financial institution, custodian, broker-dealer, exchange, or otherwise in the United States or other jurisdictions which could result in significant costs and have a negative impact on our business, operational result and financial condition.
Any negative publicity regarding stablecoins or the broader digital asset industry may have an outsized negative effect on consumer confidence in our proposed proprietary stablecoins.
As in the case with other novel technology, compared to more established and well-known industries, any negative publicity regarding blockchain technology and digital assets companies could have an outsized negative effect on confidence in blockchain technology in general and our proposed proprietary stablecoins in particular. For example, since the inception of blockchain technology, there have been incidents of smart contract developers acting maliciously and misappropriating funds, and numerous digital assets businesses and platforms have been sued, investigated, or shut down due to fraud, illegal activities, the sale or issuance of unregistered securities, manipulative practices, business failure, and cyberattacks or security breaches. In addition, the energy usage and environmental impact of certain blockchains have attracted considerable attention, which could potentially create a negative consumer sentiment and perception of digital assets and delay a wider acceptance and use of our proposed proprietary stablecoins, whether or not our proposed stablecoins are available on those blockchains.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) Unregistered Sales of Equity Securities.
The Company did not issue any securities that were not registered under the Securities Act during the Nine months ended September 30, 2025.
(b) Use of Proceeds
Not applicable.
(c) Purchases of Equity Securities by the Issuer and Affiliated Purchasers
| Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased under the Plans or Programs | |||||||||||||
| In thousands, except per share amounts | ||||||||||||||||
| Period | ||||||||||||||||
| January 2025 | — | — | — | — | ||||||||||||
| February 2025 | — | — | — | — | ||||||||||||
| March 2025 | — | — | — | — | ||||||||||||
| April 2025 | — | — | — | — | ||||||||||||
| May 2025 | — | — | — | — | ||||||||||||
| June 2025 | — | — | — | — | ||||||||||||
| July 2025 | — | — | — | — | ||||||||||||
| August 2025 | — | — | — | — | ||||||||||||
| September 2025 | — | — | — | — | ||||||||||||
| Total | — | $ | — | — | $ | — | ||||||||||
On November 10, 2022, our board of directors authorized a Share Repurchase Program under which we may repurchase up to $5 million in outstanding shares of our Class A common stock, subject to ongoing compliance with Nasdaq listing rules. The program does not have a fixed expiration date. The share repurchases may be made from time to time through open market transactions, block trades, privately negotiated transactions or otherwise and are subject to market and business conditions, levels of available liquidity, cash requirements for other purposes, regulatory, and other relevant factors. There were no share repurchases settled in the three months ended September 30, 2025. As of September 30, 2025, 1,350,275 shares of Class A common stock were repurchased pursuant to the Share Repurchase Program for an aggregate purchase price of approximately $3.7 million. The average price paid per share was $2.72 and approximately $1.3 million aggregate amount of shares of Class A common stock remain available for repurchase under the Share Repurchase Program. For more information regarding the Share Repurchase Program refer to Note 2 - Summary of Significant Accounting Policies to our condensed consolidated financial statements included in this Quarterly Report.
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Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information
During
the quarter ended September 30, 2025, no director or officer of the Company
Item 6. Exhibits
Exhibit Index
| Exhibit | Incorporation by Reference | |||||||||
| Number | Description | Form | File No. | Exhibit | Filing Date | |||||
| 1.1 | At The Market Offering Agreement, dated August 7, 2025, by and between Snail, Inc. and H.C. Wainwright & Co., LLC | 8-K | 001-41556 | 1.1 | August 07, 2025 | |||||
| 3.1 | Amended and Restated Certificate of Incorporation of Snail, Inc. | 8-K | 001-41556 | 3.1 | November 15, 2022 | |||||
| 3.2 | Amended and Restated Bylaws of Snail, Inc. | 8-K | 001-41556 | 3.2 | November 15, 2022 | |||||
| 31.1* | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a), under the Securities Exchange Act of 1934, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 31.2* | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 32.1** | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 32.2** | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||||||
| 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 (embedded within the Inline XBRL document) | |||||||||
| * | Filed herewith. |
| ** | These certifications are being furnished solely to accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Snail, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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, in Culver City, California, on November 12, 2025.
| Snail, Inc. | ||
| Date: November 12, 2025 | By: | /s/ Hai Shi |
| Hai Shi | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 12, 2025 | By: | /s/ Heidy Chow |
| Heidy Chow | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
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FAQ
What were Snail, Inc. (SNAL) Q3 2025 revenues and profit?
How did SNAL perform year to date in 2025?
What is SNAL’s current equity position?
How much deferred revenue does SNAL have?
What was SNAL’s operating cash flow for 2025 year to date?
How many SNAL shares are outstanding?
Did SNAL record impairments in Q3 2025?
