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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): April 6, 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
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
1.01 Entry into a Material Definitive Agreement.
Amendment
to ARK1 License Agreement
On
April 6, 2026, Snail, Inc., a Delaware corporation, (the “Company”) entered into Amendment No. 3 to the Amended and Restated
Exclusive Software License Agreement (the “Amendment”) with SDE Inc., a California corporation (“SDE”) through
the Company’s wholly-owned subsidiary, Snail Games USA, Inc. SDE is controlled by Ying Zhou, a director of the Company and the
spouse of Hai Shi, the Company’s Chief Executive Officer, Chief Strategy Officer, Chairman of the Board and Founder. The Amendment
amends that certain Amended and Restated Exclusive Software License Agreement, dated January 1, 2022, which was previously amended on
December 13, 2022, March 10, 2023, and October 1, 2023 (as amended, the “ARK1 License Agreement”) pursuant to which the Company
holds an exclusive worldwide license from SDE to publish and sell ARK: Survival Evolved (“ASE Game”) and ARK: Survival
Ascended (“ASA Game”). The Amendment is effective as of April 1, 2026.
Prior
to the Amendment, the ARK1 License Agreement provided for the Company to pay to SDE (i) licensing fees of $2 million per month, provided
that such obligation shall cease upon the public release of the sequel ARK 2; (ii) following the ASA Launch Date (as defined in
the ARK1 License Agreement), royalties of 25% of the Company’s total revenue related to ASA Game and 60% of the Company’s
total revenue related to ASE Game; and (iii) a one-time payment of $5 million upon the release of any downloadable content (“DLC”)
after October 1, 2023.
The
Amendment reduces the licensing fees to $1.5 million per month, provided that such obligation shall cease upon the public release of
the sequel ARK 2, and replaces the one-time payment set forth above for each DLC with a one-time payment of $5 million upon the
release of certain DLCs after October 1, 2023, excluding, among others, DLCs that were originally included in ASA Game.
The
foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Outsourcing
Agreement with Suzhou Snail
On
April 6, 2026, the Company entered into a Software Development Outsourcing Agreement (the “Development Agreement”) with Suzhou
Snail Digital Technology Co., Ltd. (“Suzhou Snail”) through the Company’s wholly-owned subsidiary, Snail Games USA,
Inc. Mr. Shi is the founder and a director of Suzhou Snail, and Ms. Zhou is a vice president and director of Suzhou Snail. The Development
Agreement provides for Suzhou Snail to carry out technical development for the Company’s Project Aether game, with the Company
retaining all copyright, ownership, and other intellectual property for the game. The Company agreed to pay to Suzhou Snail an aggregate
of $1.966 million in four quarterly installments of $491,500, beginning in the second quarter of 2026.
The
foregoing description of the Development Agreement does not purport to be complete and is qualified in its entirety by reference to the
Development Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment No. 3 to the Amended and Restated Exclusive Software License Agreement, dated April 6, 2026, by and between SDE Inc., a California corporation, and Snail Games USA, Inc, a California Corporation |
| 10.2 |
|
Software Development Outsourcing Agreement, dated April 6, 2026, by and between Suzhou Snail Digital Technology Co., Ltd., a limited liability company incorporated under the laws of the People’s Republic of China, and Snail Games USA, Inc, a California Corporation |
| 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:
April 9, 2026 |
By: |
/s/
Hai Shi |
| |
Name: |
Hai
Shi |
| |
Title: |
Founder,
Chief Executive Officer, Chief Strategy Officer and Chairman of the Board of Directors |
