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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): October 10, 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 |
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
October 10, 2025, Snail Games USA, Inc., a California corporation (“Snail Games”), and a wholly owned subsidiary of Snail,
Inc. (“Snail” and together with Snail Game, the “Company”), entered into amendments to offer letters previously
entered into with (i) Hai Shi, the Company’s Founder, Chief Executive Officer, Chief Strategy Officer and Chairman of the Board
of Directors (“Amendment No. 1 to Shi Offer Letter”), and (ii) Heidy Chow, the Company’s Chief Financial Officer (“Amendment
No. 1 to Chow Offer Letter”), and an amendment to the employment agreement, as amended, entered into with Peter Kang, the Company’s
Senior Vice President, Director of Business Development and Operations (“Amendment No. 2 to Kang Employment Agreement”).
The principal purpose of these amendments was to increase, effective October 6, 2025, the annual base salaries to be paid to each of
Mr. Shi, Ms. Chow and Mr. Kang as follows: $440,000, $418,000 and $330,000, respectively.
The
foregoing description of Amendment No. 1 to Shi Offer Letter, Amendment No. 1 to Chow Offer Letter and Amendment No. 2 to Kang Employment
Agreement is not complete and is qualified in its entirety by reference to the full text of such amendments to the offer letters and
the employment agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K
and are incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
10.1
|
|
Amendment No. 1, dated October 10, 2025, to Offer Letter, dated March 27, 2023, entered into by and between Snail Games USA, Inc. and Hai Shi |
| |
|
|
10.2
|
|
Amendment No. 1, dated October 10, 2025, to Offer Letter, dated August 18, 2020, entered into by and between Snail Games USA, Inc. and Heidy Chow |
| |
|
|
10.3
|
|
Amendment No. 2, dated October 10, 2025, to Employment Agreement, dated as of December 10, 2012, as amended, effective December 1, 2021, entered into by and between Snail Games USA, Inc. and Peter Kang |
| |
|
|
| 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:
October 14, 2025 |
By: |
/s/
Hai Shi |
| |
Name: |
Hai
Shi |
| |
Title: |
Founder,
Chief Executive Officer, Chief Strategy Officer and Chairman of the Board of Directors |