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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): June 19, 2025
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
City, CA 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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On
June 20, 2025, Snail, Inc. (the “Company”) granted the Company’s three (3) non-employee directors who are “independent
directors” the following time-based restricted stock units (“RSUs”): (i) Neil Foster received an aggregate of 133,332
RSUs, of which (A) 44,444 RSUs were granted for service as a member of the Company’s Board of Directors (the “Board”)
in Fiscal 2023 and vest immediately, (B) 44,444 RSUs were granted for service as a member of the Board in Fiscal 2024 and vest immediately,
and (C) 44,444 RSUs were granted for serving as a member of the Board on the date of the 2025 Annual Meeting of Stockholders (the “2025
Annual Meeting”) and vest in four (4) equal quarterly installments over the course of one (1) year; (ii) Sandra Pundmann received
an aggregate of 133,332 RSUs, of which (A) 44,444 RSUs were granted for service as a member of the Board in Fiscal 2023 and vest immediately,
(B) 44,444 RSUs were granted for service as a member of the Board in Fiscal 2024 and vest immediately, and (C) 44,444 RSUs were granted
for serving as a member of the Board on the date of the 2025 Annual Meeting and vest in four (4) equal quarterly installments over the
course of one (1) year; and (iii) Ryan Jamieson received (A) 26,666 RSUs for serving as a member of the Board for seven (7) months in
2023-2024 and vest immediately; and (B) ) 44,444 RSUs were granted for serving as a member of the Board on the date of the 2025 Annual
Meeting and vest in four (4) equal quarterly installments over the course of one (1) year.
Pursuant
to the Company’s compensation program for non-employee directors, which is described in more detail in the definitive proxy statement
on Schedule 14A that the Company files each year in connection with its annual meeting of stockholders, each eligible non-employee director
is scheduled to receive, on an annual basis, cash compensation and an annual grant of RSUs in the amount of $60,000. Each RSU represents
a contingent right to receive one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A
common stock”), subject to each director’s continuous service with the Company or any subsidiary of the Company through the
vesting date. The RSUs are issued under the Snail, Inc. 2022 Omnibus Incentive Plan (the “Plan”) and the number of RSUs issued
to each non-employee director is calculated based on the closing price of the Class A common stock on the Nasdaq Capital Market on the
grant date, which is referred to as the “Fair Market Value” in the Plan. The closing price of the Class A common stock on
the Nasdaq Capital Market on the grant date of the RSUs (or June 20, 2025) was $1.35 per share.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
June 19, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). The following
are the results of the voting on the two (2) proposals (the “Proposals”) submitted to stockholders at the 2025 Annual Meeting.
These Proposals are described in more detail in the Company’s definitive proxy statement on Schedule 14A for the 2025 Annual Meeting,
which was filed on April 25, 2025 with the Securities and Exchange Commission.
As
of April 22, 2025, the record date for the 2025 Annual Meeting, there were 8,465,080 shares of the Company’s Class A common stock
and 28,748,580 shares of the Company’s Class B common stock outstanding and entitled to vote. Of the Company’s common stock,
the Class A common stock is entitled to one (1) vote per share and the Class B common stock is entitled to ten (10) votes per share at
the 2025 Annual Meeting, constituting all of the outstanding voting securities of the Company as of the record date. At the 2025 Annual
Meeting, the holders of 34,730,012 shares (93.3%) of the Company’s outstanding common stock were represented in person or by proxy,
constituting a quorum.
Proposal
1–The stockholders elected the following eight (8) directors to the Company’s Board of Directors, each for a term of
one year expiring at the 2026 Annual Meeting of Stockholders and until such director’s successor has been duly elected and qualified,
based on the following votes:
| Nominee | |
Votes For | | |
Votes Withheld | | |
Broker Non-Votes | |
| Hai Shi | |
| 287,592,132 | | |
| 50,128 | | |
| 5,824,972 | |
| Jim Tsai | |
| 287,590,225 | | |
| 52,035 | | |
| 5,824,972 | |
| Heidy Chow | |
| 287,572,767 | | |
| 69,493 | | |
| 5,824,972 | |
| Peter Kang | |
| 287,590,175 | | |
| 52,085 | | |
| 5,824,972 | |
| Ying Zhou | |
| 287,590,175 | | |
| 52,085 | | |
| 5,824,972 | |
| Neil Foster | |
| 287,593,006 | | |
| 49,254 | | |
| 5,824,972 | |
| Sandra Pundmann | |
| 287,590,724 | | |
| 51,536 | | |
| 5,824,972 | |
| Ryan Jamieson | |
| 287,630,801 | | |
| 11,459 | | |
| 5,824,972 | |
Proposal
2–The stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2025 by the following vote:
| Votes For | | |
Votes Against | | |
Abstentions | |
| | 293,456,497 | | |
| 9,575 | | |
| 1,160 | |
No
other items were presented for stockholder approval at the Annual Meeting.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 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:
June 25, 2025 |
By: |
/s/ Xuedong
Tian |
| |
Name: |
Xuedong Tian |
| |
Title: |
Co-Chief Executive Officer |
