STOCK TITAN

Snail wins Nasdaq reprieve but must lift equity to $2.5M

Snail, Inc. (SNAL) received a written decision from a Nasdaq Hearings Panel granting its request to continue listing its Class A Common Stock on The Nasdaq Capital Market, subject to strict conditions.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Snail, Inc. (SNAL) received a written decision from a Nasdaq Hearings Panel granting its request to continue listing its Class A Common Stock on The Nasdaq Capital Market, subject to strict conditions. The company must regain compliance with Nasdaq Listing Rule 5550(b) by achieving minimum stockholders’ equity of at least $2,500,000 within a prescribed period and publicly describing the transactions used to reach and maintain that level, including indicating its equity after those actions.

The Panel previously considered Snail after Nasdaq staff moved to delist the stock for noncompliance with both the Minimum Bid Price Requirement under Rule 5550(a)(2) and the equity requirement. Snail regained bid-price compliance following a reverse stock split effected on July 2, 2026, but still must satisfy the equity rule. During the exception period, SNAL will remain listed, while the Panel retains the right to reconsider its decision if new events arise, and the company warns that failure to meet the conditions would result in delisting from Nasdaq.

Positive

  • Nasdaq grants conditional continued listing of SNAL on The Nasdaq Capital Market, allowing trading to continue while the company works to regain compliance with the stockholders’ equity requirement.

Negative

  • Delisting risk remains material: Snail must reach at least $2,500,000 in stockholders’ equity within the prescribed period, and failure to satisfy the Panel’s conditions would result in its securities being delisted from Nasdaq.

Filing Explained

The August 26 Nasdaq decision keeps SNAL listed only conditionally: during the exception period, the company must promptly report significant events affecting compliance, and any submission to regain the $2,500,000 equity threshold will be reviewed by the Panel.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Minimum stockholders’ equity requirement $2,500,000 Equity level Snail must achieve to comply with Nasdaq Listing Rule 5550(b) (Equity Rule)
Minimum Bid Price Requirement $1.00 per share Required minimum closing bid price under Nasdaq Listing Rule 5550(a)(2)
Reverse stock split effective date July 2, 2026 Reverse split that enabled Snail to regain compliance with the $1.00 bid price rule
Nasdaq hearing date August 13, 2026 Date the Nasdaq Hearings Panel held a hearing on Snail’s plan to regain equity-rule compliance
Delisting determination notice date July 1, 2026 Date Nasdaq staff notified Snail of its determination to delist the Class A Common Stock
Nasdaq Hearings Panel regulatory
"received a written decision from the Nasdaq Hearings Panel (the “Panel”)"
A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.
Nasdaq Listing Rule 5550(b) regulatory
"demonstrating compliance with Nasdaq Listing Rule 5550(b) by obtaining"
A Nasdaq listing rule that requires companies on the Nasdaq Capital Market to keep their share price at or above a minimum level (commonly $1.00 per share) to avoid delisting. It matters to investors because dropping below that threshold can start a formal review that may remove a stock from the exchange, which can reduce trading liquidity, make shares harder to sell, and hurt a company’s ability to raise capital — similar to a store losing its grade and being forced to close or move to a less prominent location.
Minimum Bid Price Requirement regulatory
"continued noncompliance with Nasdaq Listing Rule 5550(a)(2), which requires listed"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
stockholders’ equity financial
"by obtaining a minimum stockholders’ equity of at least $2,500,000"
Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.
reverse stock split financial
"had regained compliance with the Minimum Bid Price Requirement following a reverse"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
forward-looking statements regulatory
"This press release contains statements that constitute forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What did Nasdaq decide regarding Snail, Inc. (SNAL)’s listing status?

Nasdaq’s Hearings Panel granted Snail a conditional decision to continue listing its Class A Common Stock on The Nasdaq Capital Market, provided the company meets specified conditions related to stockholders’ equity and ongoing disclosure within a prescribed period.

What equity level must SNAL achieve to comply with Nasdaq Listing Rule 5550(b)?

Snail must demonstrate compliance with Nasdaq Listing Rule 5550(b) by obtaining minimum stockholders’ equity of at least $2,500,000, supported by public disclosure describing the transactions used to achieve and maintain that equity level.

How did Snail, Inc. (SNAL) regain compliance with Nasdaq’s minimum bid price rule?

Snail regained compliance with the $1.00 per share Minimum Bid Price Requirement in Nasdaq Listing Rule 5550(a)(2) after effecting a reverse stock split on July 2, 2026, which led Nasdaq staff to confirm bid-price compliance on July 21, 2026.

What happens if SNAL fails to meet the Nasdaq Panel’s conditions?

Snail states there can be no assurance it will satisfy the Panel’s conditions. It discloses that failure to regain compliance with applicable Nasdaq listing requirements would result in the delisting of the company’s securities from Nasdaq.

Will SNAL shares keep trading on Nasdaq during the exception period?

Yes. Snail discloses that its Class A Common Stock will continue to be listed and traded on The Nasdaq Capital Market under the symbol SNAL during the prescribed period, subject to meeting the conditions in the Nasdaq Panel’s decision.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 26, 2026

 

Snail, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-41556   88-4146991

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

 

12049 Jefferson Blvd

Culver CityCA 90230

(Address of principal executive offices) (Zip Code)

 

+1 (310) 988-0643

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share   SNAL  

The Nasdaq Stock Market LLC

(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

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. 

 

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On September 1, 2026, the Company issued a press release announcing the decision of the Nasdaq Panel (as defined below). A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto are furnished and shall not be deemed to be “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 8.01. Other Events.

 

On August 26, 2026, Snail, Inc. (the “Company”) received a written decision from the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company’s request to continue the listing of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) on The Nasdaq Capital Market, subject to the Company’s satisfaction of the following condition: the Company must demonstrate compliance with Nasdaq Listing Rule 5550(b) by obtaining a minimum stockholders’ equity of at least $2,500,000 (the “Equity Rule”), by filing timely public disclosure (i) describing the transactions undertaken by the Company to achieve such compliance and demonstrate long long-term compliance with the Equity Rule and (ii) providing an indication of its equity following those transactions.

 

As previously disclosed, on July 1, 2026, the Company received written notice from the Nasdaq Listing Qualifications Department (the “Nasdaq Staff”) notifying the Company of its determination to delist the Class A Common Stock from The Nasdaq Capital Market as a result of the Company’s continued noncompliance with Nasdaq Listing Rule 5550(a)(2), which requires listed securities to maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”). Nasdaq Staff had also previously notified the Company that it did not comply with Nasdaq Listing Rule 5550(b), including the Equity Rule. On July 21, 2026, the Nasdaq Staff confirmed that the Company had regained compliance with the Minimum Bid Price Requirement following a reverse stock split effected on July 2, 2026. On August 13, 2026, the Panel held a hearing at which the Company presented its plan to regain compliance with the Equity Rule.

 

The Panel’s decision also requires the Company to provide prompt notification of any significant events occurring during the exception period that may affect the Company’s compliance with Nasdaq requirements, including any event that may call into question the Company’s ability to meet the terms of the exception granted. The Panel has reserved the right to reconsider the terms of the exception based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted. The foregoing summarizes certain terms of the Panel’s decision and does not describe all of the terms and conditions of the decision.

 

The Company’s Class A Common Stock will continue to be listed and traded on The Nasdaq Capital Market under the symbol “SNAL” during the exception period, subject to the Company’s satisfaction of the conditions set forth in the Panel’s decision. The Company is working regain compliance with the Equity Rule. Any compliance submission by the Company will be subject to review by the Panel. There can be no assurance that the Company will satisfy the conditions of the Panel’s decision or otherwise regain compliance with the applicable listing requirements, and a failure to do so would result in the delisting of the Company’s securities from Nasdaq.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

  Exhibit Description
99.1   Press Release, dated September 1, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURES

 

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

 

  SNAIL, INC.
     
Date: September 1, 2026 By: /s/ Hai Shi
  Name:  Hai Shi
  Title: Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

Snail Games Announces Conditional Decision by Nasdaq to Continue Listing Class A Common Stock

 

CULVER CITY, Calif., Sept. 1, 2026 (GLOBE NEWSWIRE) -- Snail, Inc. (Nasdaq: SNAL) (“Snail Games” or the “Company”), a leading independent global developer and publisher of interactive digital entertainment, today announced that it has received a written decision from the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company’s request to continue listing its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) on The Nasdaq Capital Market, subject to the Company demonstrating compliance with Nasdaq Listing Rule 5550(b) by obtaining a minimum stockholders’ equity of at least $2,500,000 (the “Equity Rule”) within a prescribed time period and filing timely public disclosure (i) describing the transactions undertaken by the Company to achieve such compliance and demonstrate long long-term compliance with the Equity Rule and (ii) providing an indication of its equity following those transactions.

 

The Panel’s decision also requires the Company to provide prompt notification of any significant events occurring during the prescribed time period that may affect the Company’s compliance with Nasdaq requirements, including any event that may call into question the Company’s ability to meet the terms of the Panel’s decision. The Panel has reserved the right to reconsider the terms of its decision based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s securities on Nasdaq inadvisable or unwarranted. The foregoing summarizes certain terms of the Panel’s decision and does not describe all of the terms and conditions of the decision.

 

The Company’s Class A Common Stock will continue to be listed and traded on The Nasdaq Capital Market under the symbol “SNAL” during the prescribed time period, subject to the Company’s satisfaction of the conditions set forth in the Panel’s decision. The Company is working to regain compliance with the Equity Rule. Any compliance submission by the Company will be subject to review by the Panel. There can be no assurance that the Company will satisfy the conditions of the Panel’s decision or otherwise regain compliance with the applicable listing requirements, and a failure to do so would result in the delisting of the Company’s securities from Nasdaq.

 

About Snail, Inc.

 

Snail, Inc. (Nasdaq: SNAL) is a leading global independent developer and publisher of interactive digital entertainment for consumers around the world, with a premier portfolio of premium games designed for use on a variety of platforms, including consoles, PCs, and mobile devices. For more information, please visit: https://snail.com/.

 

Forward-Looking Statements

 

This press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,” “estimate” and “potential,” or the negative of these terms or other similar expressions. These forward-looking statements include information about possible or assumed future results of Snail Games’ business, financial condition, results of operations, liquidity, plans and objectives. Forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements regarding the Company’s satisfaction of the conditions set forth in the Panel’s decision and demonstrating compliance with the Nasdaq Listing Rules, including Nasdaq Listing Rule 5550(b), and filing any related public disclosures; the Company providing notifications to Nasdaq of any significant events occurring in the future and such events’ effect on the Company’s compliance with Nasdaq requirements; the Panel’s potential reconsideration of the terms of its decision; the Company’s Class A Common Stock continuing to be listed and traded on The Nasdaq Capital Market; and the consequences of any failure to regain compliance with applicable listing requirements; and assumptions underlying any of the foregoing. Further information on risks, uncertainties and other factors that could affect Snail Games’ financial results and business is included in its filings with the Securities and Exchange Commission (the “SEC”) from time to time, including its ability to demonstrate compliance with Nasdaq Listing Rule 5550(b) within the prescribed time period and the other risk factors set forth in its most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q filed, or to be filed, with the SEC. You should not rely on these forward-looking statements, as actual outcomes and results may differ materially from those expressed or implied in the forward-looking statements as a result of such risks and uncertainties. All forward-looking statements in this press release are based on management’s beliefs and assumptions and on information currently available to Snail Games, and Snail Games does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

 

Investor Contact:

 

John Yi and Steven Shinmachi
Gateway Group, Inc.
949-574-3860
SNAL@gateway-grp.com

 

 

 

Filing Exhibits & Attachments

4 documents