Form 8-K

8-K — Snail, Inc.

Accession: 0001493152-26-040943

Filed: 2026-09-01

Period: 2026-08-26

CIK: 0001886894

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Regulation FD Disclosure

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) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): August 26, 2026

Snail,

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-41556

88-4146991

(State

or other jurisdiction

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 ☒

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

7.01. Regulation FD Disclosure.

September 1, 2026, the Company issued a press release announcing the decision of the Nasdaq Panel (as defined below). A copy of

the press release is attached as Exhibit 99.1 to this Current Report and is incorporated by reference herein.

The

information in this Item 7.01 and Exhibit 99.1 attached hereto are furnished and shall not be deemed to be “filed” with

the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information

be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific

reference in such filing.

Item

8.01. Other Events.

August 26, 2026, Snail, Inc. (the “Company”) received a written decision from the Nasdaq Hearings Panel (the “Panel”)

of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company’s request to continue the listing of the

Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) on The Nasdaq

Capital Market, subject to the Company’s satisfaction of the following condition: the Company must demonstrate compliance with

Nasdaq Listing Rule 5550(b) by obtaining a minimum stockholders’ equity of at least

$2,500,000 (the “Equity Rule”), by filing timely public disclosure (i) describing the transactions undertaken by the

Company to achieve such compliance and demonstrate long long-term compliance with the Equity Rule and (ii) providing an indication

of its equity following those transactions.

previously disclosed, on July 1, 2026, the Company received written notice from the Nasdaq Listing Qualifications Department (the “Nasdaq

Staff”) notifying the Company of its determination to delist the Class A Common Stock from

The Nasdaq Capital Market as a result of the Company’s continued noncompliance with Nasdaq Listing Rule 5550(a)(2), which

requires listed securities to maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”).

Nasdaq Staff had also previously notified the Company that it did not comply with Nasdaq Listing Rule 5550(b), including the Equity Rule.

On July 21, 2026, the Nasdaq Staff confirmed that the Company had regained compliance with the Minimum Bid Price Requirement following

a reverse stock split effected on July 2, 2026. On August 13, 2026, the Panel held a hearing at which the Company presented

its plan to regain compliance with the Equity Rule.

The

Panel’s decision also requires the Company to provide prompt notification of any significant events occurring during the exception

period that may affect the Company’s compliance with Nasdaq requirements, including any event that may call into question the Company’s

ability to meet the terms of the exception granted. The Panel has reserved the right to reconsider the terms of the exception based on

any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued listing of the Company’s

securities on Nasdaq inadvisable or unwarranted. The foregoing summarizes certain terms of the Panel’s decision and does not describe

all of the terms and conditions of the decision.

The

Company’s Class A Common Stock will continue to be listed and traded on The Nasdaq Capital

Market under the symbol “SNAL” during the exception period, subject to the Company’s satisfaction of the conditions

set forth in the Panel’s decision. The Company is working regain compliance with the Equity Rule. Any compliance submission by

the Company will be subject to review by the Panel. There can be no assurance that the Company will satisfy the conditions of the Panel’s

decision or otherwise regain compliance with the applicable listing requirements, and a failure to do so would result in the delisting

of the Company’s securities from Nasdaq.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

Number

Exhibit

Description

99.1

Press Release, dated September 1, 2026

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:

September 1, 2026

By:

/s/

Hai Shi

Name:

Hai

Shi

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Snail

Games Announces Conditional Decision by Nasdaq to Continue Listing Class A Common Stock

CULVER

CITY, Calif., Sept. 1, 2026 (GLOBE NEWSWIRE) -- Snail, Inc. (Nasdaq: SNAL) (“Snail Games” or the “Company”),

a leading independent global developer and publisher of interactive digital entertainment, today announced that it has received a written

decision from the Nasdaq Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”) granting the

Company’s request to continue listing its Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”)

on The Nasdaq Capital Market, subject to the Company demonstrating compliance with Nasdaq Listing Rule 5550(b) by obtaining a minimum

stockholders’ equity of at least $2,500,000 (the “Equity Rule”) within a prescribed time period and filing timely public

disclosure (i) describing the transactions undertaken by the Company to achieve such compliance and demonstrate long long-term compliance

with the Equity Rule and (ii) providing an indication of its equity following those transactions.

The

Panel’s decision also requires the Company to provide prompt notification of any significant events occurring during the prescribed

time period that may affect the Company’s compliance with Nasdaq requirements, including any event that may call into question

the Company’s ability to meet the terms of the Panel’s decision. The Panel has reserved the right to reconsider the terms

of its decision based on any event, condition or circumstance that exists or develops that would, in the opinion of the Panel, make continued

listing of the Company’s securities on Nasdaq inadvisable or unwarranted. The foregoing summarizes certain terms of the Panel’s

decision and does not describe all of the terms and conditions of the decision.

The

Company’s Class A Common Stock will continue to be listed and traded on The Nasdaq Capital Market under the symbol “SNAL”

during the prescribed time period, subject to the Company’s satisfaction of the conditions set forth in the Panel’s decision.

The Company is working to regain compliance with the Equity Rule. Any compliance submission by the Company will be subject to review

by the Panel. There can be no assurance that the Company will satisfy the conditions of the Panel’s decision or otherwise regain

compliance with the applicable listing requirements, and a failure to do so would result in the delisting of the Company’s securities

from Nasdaq.

About

Snail, Inc.

Snail,

Inc. (Nasdaq: SNAL) is a leading global independent developer and publisher of interactive digital entertainment for consumers around

the world, with a premier portfolio of premium games designed for use on a variety of platforms, including consoles, PCs, and mobile

devices. For more information, please visit: https://snail.com/.

Forward-Looking

Statements

This

press release contains statements that constitute forward-looking statements. Many of the forward-looking statements contained in this

press release can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,”

“expect,” “should,” “plan,” “intend,” “may,” “predict,” “continue,”

“estimate” and “potential,” or the negative of these terms or other similar expressions. These forward-looking

statements include information about possible or assumed future results of Snail Games’ business, financial condition, results

of operations, liquidity, plans and objectives. Forward-looking statements appear in a number of places in this press release and include,

but are not limited to, statements regarding the Company’s satisfaction of the conditions set forth in the Panel’s decision

and demonstrating compliance with the Nasdaq Listing Rules, including Nasdaq Listing Rule 5550(b), and filing any related public disclosures;

the Company providing notifications to Nasdaq of any significant events occurring in the future and such events’ effect on the

Company’s compliance with Nasdaq requirements; the Panel’s potential reconsideration of the terms of its decision; the Company’s

Class A Common Stock continuing to be listed and traded on The Nasdaq Capital Market; and the consequences of any failure to regain compliance

with applicable listing requirements; and assumptions underlying any of the foregoing. Further information on risks, uncertainties and

other factors that could affect Snail Games’ financial results and business is included in its filings with the Securities and

Exchange Commission (the “SEC”) from time to time, including its ability to demonstrate compliance with Nasdaq Listing Rule

5550(b) within the prescribed time period and the other risk factors set forth in its most recent annual report on Form 10-K and subsequent

quarterly reports on Form 10-Q filed, or to be filed, with the SEC. You should not rely on these forward-looking statements, as actual

outcomes and results may differ materially from those expressed or implied in the forward-looking statements as a result of such risks

and uncertainties. All forward-looking statements in this press release are based on management’s beliefs and assumptions and on

information currently available to Snail Games, and Snail Games does not assume any obligation to update the forward-looking statements

provided to reflect events that occur or circumstances that exist after the date on which they were made.

Investor

Contact:

John

Yi and Steven Shinmachi

Gateway Group, Inc.

949-574-3860

SNAL@gateway-grp.com

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