Form 8-K

8-K — Snail, Inc.

Accession: 0001493152-26-024701

Filed: 2026-05-21

Period: 2026-05-20

CIK: 0001886894

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

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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)

the Securities Exchange Act of 1934

Date

of Report (date of earliest event reported): May 20, 2026

Snail,

Inc.

(Exact

name of Registrant as specified in its charter)

Delaware

001-41556

88-4146991

(State

or other jurisdiction of

Incorporation

or organization)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

12049

Jefferson Blvd

Culver

City, CA 90230

(Address

of principal executive offices)

(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 registrant under any

of the following provisions (see General Instruction A.2. below):

☐

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, par value $0.0001 per share

SNAL

The

Nasdaq Stock Market LLC

(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 ☒

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

8.01. Other Events.

May 20, 2026, Snail, Inc., a Delaware corporation (the “Company”) filed an Amendment No. 1 (“Amendment No. 1”)

to its prospectus supplement, dated August 7, 2025, and the accompanying base prospectus, dated September 20, 2024, contained therein

(the “ATM Prospectus Supplement”) to increase the capacity of its existing “at-the-market” offering program (the

“ATM”) to $3,660,000 of shares (the “Shares”) of Class A Common Stock, par value $0.0001 per share (the “Class

A Common Stock”), which does not include the shares of Class A Common Stock having an aggregate sales price of $4,367,863 that

were sold pursuant to the ATM Prospectus Supplement prior to the filing of Amendment No. 1. While the filing of Amendment No. 1 increases

the available capacity under the ATM, the Company is under no obligation to issue any Shares pursuant to the program. The expanded facility

is intended to enhance the Company’s financial flexibility, providing an efficient mechanism to access capital if, and when, deemed

appropriate. Any utilization of the ATM will be at the discretion of the Company, taking into account prevailing market conditions and

strategic priorities.

previously disclosed, the ATM is conducted pursuant to the at the market offering agreement (the “Offering Agreement”), dated

August 7, 2025 by and among the Company and H.C. Wainwright & Co. LLC (the “Sales Agent”). There can be no assurance

that the Sales Agent will be able to complete future placements pursuant to the Offering Agreement, even if instructed to do so. The

number of Shares that the Company may ultimately sell under the Offering Agreement, if it chooses to do so, will fluctuate based on a

number of factors, including the market price of its common stock during the sales period, the limits it may set in any instruction to

sell Shares, and the demand for its common stock during an applicable sales period.

Attached

hereto as Exhibit 5.1 to this Current Report is the opinion of Blank Rome LLP relating to the legality of the issuance and sale of the

Shares.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibit

Description

5.1

Opinion of Blank Rome LLP

23.1

Consent of Blank Rome LLP (contained in Exhibit 5.1 above)

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

May 20, 2026

SNAIL,

INC.

By:

/s/

Hai Shi

Name:

Hai

Shi

Title:

Chief

Executive Officer

EX-5.1

Filename: ex5-1.htm · Sequence: 2

Exhibit

5.1

1271

Avenue of the Americas | New York, NY 10020

blankrome.com

May

20, 2026

Snail,

Inc.

12049

Jefferson Blvd

Culver

City, California 90230

Re:

Snail, Inc. Registration Statement on Form S-3 (File No. 333-282030)

Ladies

and Gentlemen:

have acted as counsel to Snail, Inc., a Delaware corporation (the “Company”), in connection with the offering

by the Company of shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), having

an aggregate offering price of up to $3,660,000 (the “Shares”) pursuant

to the Registration Statement on Form S-3 (File No. 333-282030) (the “Registration Statement”) filed with the Securities

and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities

Act”), the prospectus included in the Registration Statement (the “Base Prospectus”) and the Amendment No.

1, dated May 20, 2026, to the prospectus supplement dated August 7, 2025 filed with the Commission pursuant to Rule 424(b)(5) promulgated

under the Securities Act (as amended, and together with the Base Prospectus, the “Prospectus”). The Shares are to

be sold by the Company under that certain At The Market Offering Agreement, dated August 7, 2025, by and between the Company and H.C.

Wainwright & Co., LLC, as sales agent (the “ATM Sales Agreement”), as described

in the Prospectus.

rendering the opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction,

of (i) the Registration Statement, (ii) the Prospectus, (iii) the ATM Sales Agreement, (iv) resolutions adopted by the Board of Directors

of the Company (the “Board”), (v) the amended and restated certificate of incorporation of the Company, (vi) the amended

and restated bylaws of the Company, and (vii) such other corporate records, agreements, certificates, including, but not limited to,

certificates or comparable documents of public officials and of officers and representatives of the Company, statutes and other instruments

and documents as we considered relevant and necessary as a basis for the opinions hereinafter expressed.

rendering this opinion, we have assumed, without inquiry, (i) the authenticity of all documents submitted to us as originals; (ii) the

conformity to the original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and

the authenticity of the originals of such copies; (iii) the legal capacity of all natural persons and the genuineness of all signatures

on the Registration Statement and all documents submitted to us; and (iv) that the books and records of the Company are maintained in

accordance with proper corporate procedures.

connection with the Shares, we have assumed (i) that each sale of Shares will be duly authorized by the Board, a duly authorized committee

thereof or a person or body pursuant to an authorization granted in accordance with Section 152 of the Delaware General Corporation Law

(the “DGCL”), and (ii) that the price at which the Shares are sold will equal or exceed the par value of the Class

A Common Stock.

Our

opinion herein is expressed solely with respect to the DGCL. Our opinion is based on these laws as in effect on the date hereof. We express

no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance

as to compliance with any federal or state securities law, rule or regulation.

1271

Avenue of the Americas | New York, NY 10020

blankrome.com

Based

on the foregoing, and subject to the qualifications, exceptions and assumptions stated herein, we are of the opinion that when the Shares

have been issued and paid for in accordance with the terms and conditions of the ATM Sales Agreement and as provided in the Registration

Statement and the Prospectus, the Shares will be validly issued, fully paid and nonassessable.

hereby consent to the reference to our firm under the caption “Legal Matters” in the Prospectus and to the filing of this

opinion as an exhibit in the Current Report on Form 8-K to be filed with the Commission for incorporation by reference into the Registration

Statement. In giving this consent, we do not thereby

admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations

of the Commission promulgated thereunder.

This

opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred

beyond the matters expressly stated herein. This opinion letter is not a guaranty nor may one be inferred or implied. This

opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update

or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that

may hereafter occur.

Very

truly yours,

/s/

Blank Rome LLP

BLANK

ROME LLP

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