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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): September 30, 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.
Non-Renewal
of Xuedong (Tony) Tian’s Offer Letter to Serve as Co-Chief Executive Officer
As
previously reported by Snail, Inc. (the “Company”), the Company appointed Hai Shi, the Company’s Founder, Chairman
of the Board of Directors and Chief Strategy Officer, and Xuedong (Tony) Tian to serve as the Company’s new Co-Chief Executive
Officers, effective April 15, 2024. In connection with such appointments, Mr. Tian entered into an offer letter, dated as of April 15,
2024 (the “Tian Offer Letter”), pursuant to which Mr. Tian agreed to serve with Mr. Shi as Co-Chief Executive Officers
of Snail Games USA, Inc., a California Corporation and wholly owned subsidiary of the Company (“Snail Games”), and
its affiliates, including the Company, and together perform the duties and responsibilities as are consistent with such position, including,
without limitation, managing the overall growth, strategic business planning, profitability, and day-to-day operations and innovation
of such entities. Pursuant to the terms of the Tian Offer Letter, Mr. Tian’s employment began on April 15, 2024 and had an anticipated
end date of September 30, 2025, unless the parties mutually agreed in writing to extend such term (the “Term”). On
September 30, 2025, the Company and Mr. Tian mutually agreed not to extend the Term of the Tian Offer Letter.
Appointment
of Sole Chief Executive Officer
On
September 30, 2025, in conjunction with the determination to not renew the Tian Offer Letter, the Company’s Board of Directors
(the “Board”) approved the appointment of Mr. Shi as the sole Chief Executive Officer of Snail Games and its affiliates,
including the Company, effective as of October 1, 2025.
Biography
of Hai Shi
Mr.
Shi has been a member of the Company’s Board since January 11, 2022. Since March 27, 2023, he has served as the Company’s
Chief Strategy Officer. From April 15, 2024 to September 30, 2025, he served as the Company’s Co-Chief Executive Officer and on
October 1, 2025, Mr. Shi was appointed to serve as the Company’s sole Chief Executive Officer. Mr. Shi has been a member of Snail
Games’ Board of Directors since its incorporation and served as Snail Games’ Chief Executive Officer from its inception to
November 2021. Prior to forming Snail Games, Mr. Shi founded and has served as Chair of the Board of Directors and Chief Executive Officer
of Suzhou Snail Digital Technology Co., Ltd. since April 2001. Mr. Shi has been an active participant of the gaming industry for more
than twenty years. Mr. Shi holds a Bachelor of Fine Arts from Nanjing Normal University. In addition, the Company believes that Mr. Shi’s
executive management roles and gaming experience make him well qualified to serve as the Company’s Chairman of the Board of Directors.
Family
and Other Relationships
There
are no family relationships between Mr. Shi and any of the Company’s directors or executive officers, other than Mr. Shi and Ying
Zhou, who has been a member of the Company’s Board since January 11, 2022, are husband and wife, a fact that has been consistently
disclosed in the Company’s filings with the U. S. Securities and Exchange Commission (the “Commission”). Mr. Shi does
not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K,
other than as previously described in the Company’s filings with the Commission. Other than as described in this Current Report
on Form 8-K and in the Company’s other filings with the Commission, there were no arrangements or understandings by which Mr. Shi
was appointed as Chief Executive Officer of the Company. Mr. Shi entered into an offer letter, dated as of March 27, 2023, pursuant to
which he agreed to serve as Chief Strategy Officer of Snail Games and the Company.
Item 9.01. Financial Statements and 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:
October 1, 2025 |
By: |
/s/
Hai Shi |
| |
Name: |
Hai
Shi |
| |
Title: |
Founder,
Chief Executive Officer, Chief Strategy Officer and Chairman of the Board of Directors |
