UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2025
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
Commission File Number 001-41556
SNAIL, INC.
(Exact name of Registrant as specified in its Charter)
| Delaware | | 88-4146991 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
12049 Jefferson Blvd Culver City, CA | | 90230 |
| (Address of principal executive offices) | | (Zip code) |
Registrant’s telephone number, including area code: +1 (310) 988-0643
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 (The Nasdaq Capital Market) |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
As of June 30, 2025, the last business day of the Registrant’s most recently completed second quarter, there was no public market for the Registrant’s class B common stock.
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant for the Class A common stock, based on $1.37 per share, which was the closing price of a share of the Registrant’s Class A common stock on June 30, 2025 (the last business day of the Registrant’s mostly recently completed second fiscal quarter) as reported by the Nasdaq Capital Market on such date was approximately $11,877,245. This calculation is based on 8,669,522 shares of our outstanding Class A common stock held by non-affiliates as of June 30, 2025 and a price of $1.37 per share and does not reflect a determination that certain persons are affiliates of the Registrant for any other purpose.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
| Class of Common Stock | | Outstanding Shares as of March 16, 2026 |
| Class A Common Stock, par value $0.0001 per share | | 9,032,061 |
| Class B Common Stock, par value $0.0001 per share | | 28,748,580 |
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates certain information by reference from the definitive proxy statement for the Registrant’s 2026 Annual Meeting of Stockholders to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2025 (the “Proxy Statement”). Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K.
Explanatory Note
Snail, Inc. (the “Company”) is filing this Amendment No. 1 to its Form 10-K (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2026 (the “Original 10-K”).
This Amendment is being filed for the sole purpose of including Exhibits 10.40, 10.41, 10.42, 10.43, and 10.44, which were inadvertently omitted from the Original 10-K. As required by the SEC, this Amendment includes new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed as Exhibits 31.3 and 31.4, hereto. Because no financial statements are contained within this Amendment, we are not filing currently dated certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Except as described above, the Company has not modified or updated the Original 10-K or the financial statements included therein or modified any disclosures contained in the Original 10-K. Accordingly, this Amendment, with the exception of the foregoing, does not reflect events occurring after the date of filing of the Original 10-K, or modify or update any disclosures affected by subsequent events. Consequently, all other information not affected by the correction described above is unchanged and reflects the disclosures and other information made at the date of the filing of the Original 10-K and should be read in conjunction with our filings with the SEC subsequent to the filing of the Original 10-K, including amendments to those filings, if any.
SNAIL, INC. AND SUBSIDIARIES
Amendment No. 1 to Form 10-K
For the Year Ended December 31, 2025
TABLE OF CONTENTS
PART IV
Item 15. Exhibits, Financial Statement Schedules.
| 1. | Consolidated Financial Statements. For a list of the financial statements included herein, see Index to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” |
| | |
| 2. | Financial Statement Schedule: All schedules have been omitted because they are not required or because the required information is given in the consolidated financial statements or notes thereto. |
| | |
| 3. | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
Exhibit Index
| Exhibit | | | | Incorporation by Reference |
| Number | | Description | | Form | | File No. | | Exhibit | | Filing Date |
| | | | | | | | | | | |
| 1.1 | | At The Market Offering Agreement, dated August 7, 2025, by and between Snail, Inc. and H.C. Wainwright & Co., LLC
| | 8-K | | 001-41556 | | 1.1 | | August 7, 2025 |
| | | | | | | | | | | |
| 3.1 | | Amended and Restated Certificate of Incorporation of Snail, Inc. | | 8-K | | 001-41556 | | 3.1 | | November 15, 2022 |
| | | | | | | | | | | |
| 3.2 | | Amended and Restated Bylaws of Snail, Inc. | | 8-K | | 001-41556 | | 3.2 | | November 15, 2022 |
| | | | | | | | | | | |
| 4.1 | | Form of Certificate of Class A Common Stock | | S-1 | | 333-267483 | | 4.1 | | September 16, 2022 |
| | | | | | | | | | | |
| 4.2 | | Form of Underwriters’ Warrants | | S-1/A | | 333-267483 | | 4.2 | | October 17, 2022 |
| | | | | | | | | | | |
| 4.3 | | Description of the Registrant’s Securities | | 10-K | | 001-41556 | | 4.3 | | March 29, 2023 |
| | | | | | | | | | | |
| 4.4 | | Form of Common Stock Purchase Warrant | | 8-K | | 001-41556 | | 4.1 | | August 30, 2023 |
| | | | | | | | | | | |
| 4.5 | | Form of Equity Line Warrant, dated August 2023 | | 8-K | | 001-41556 | | 4.2 | | August 30, 2023 |
| | | | | | | | | | | |
| 4.6 | | Form of Original Issue 7.4% Discount Convertible Promissory Note | | 8-K | | 001-41556 | | 4.3 | | August 30, 2023 |
| | | | | | | | | | | |
| 4.7 | | Form of Indenture | | S-3 | | 333-282030 | | 4.7 | | September 11, 2024 |
| | | | | | | | | | | |
| 4.8 | | Form of Convertible Promissory Notes, dated February 21, 2025 | | 8-K | | 001-41556 | | 4.1 | | February 25, 2025 |
| | | | | | | | | | | |
| 4.9 | | Form of Convertible Promissory Notes, dated October 24, 2025 | | 8-K | | 001-41556 | | 4.1 | | October 30, 2025 |
| | | | | | | | | | | |
| 4.10 | | Form of Convertible Promissory Note, dated November 26, 2025 | | 8-K | | 001-41556 | | 4.1 | | December 3, 2025 |
| | | | | | | | | | | |
| 10.1 | | Amended and Restated Exclusive Software License Agreement, effective as of January 1, 2022, by and between Snail Games USA, Inc. and SDE Inc. | | S-1/A | | 333-267483 | | 10.12 | | October 17, 2022 |
| | | | | | | | | | | |
| 10.2 | | Amendment No. 1 to Amended and Restated Exclusive Software License Agreement, effective as of December 13, 2022, by and between Snail Games USA, Inc. and SDE Inc. | | 10-Q | | 001-41556 | | 10.2 | | December 15, 2022 |
| | | | | | | | | | | |
| 10.3 | | Exclusive License Agreement, effective as of April 27, 2022, by and between Snail Games USA, Inc. and SDE Inc. | | S-1/A | | 333-267483 | | 10.5 | | October 17, 2022 |
| | | | | | | | | | | |
| 10.4† | | Snail, Inc. 2022 Omnibus Incentive Plan | | S-1/A | | 333-267483 | | 10.11 | | October 26, 2022 |
| | | | | | | | | | | |
| 10.5† | | Form of Restricted Stock Unit Award Agreement (Employee) pursuant to the Snail, Inc. Omnibus Incentive Plan | | S-1/A | | 333-267483 | | 10.15 | | October 17, 2022 |
| | | | | | | | | | | |
| 10.6† | | Form of Restricted Stock Unit Award Agreement (Non-Employee Director) pursuant to the Snail, Inc. Omnibus Incentive Plan | | S-1/A | | 333-267483 | | 10.16 | | October 17, 2022 |
| 10.7 | | Form of Indemnification Agreement between Snail, Inc. and Its Directors and Officers | | S-1 | | 333-267483 | | 10.1 | | September 16, 2022 |
| | | | | | | | | | | |
| 10.8 | | Second Amended and Restated Revolving Loan and Security Agreement, dated as of January 26, 2022, by and between Snail Games USA, Inc. and Cathay Bank | | S-1 | | 333-267483 | | 10.2 | | September 16, 2022 |
| | | | | | | | | | | |
| 10.9 | | Promissory Note, dated January 26, 2022, by and between Snail Games USA, Inc. and Cathay Bank | | S-1 | | 333-267483 | | 10.3 | | September 16, 2022 |
| | | | | | | | | | | |
| 10.10 | | Form of Independent Director Agreement between Snail, Inc. and each of Its Independent Directors | | S-1/A | | 333-267483 | | 10.13 | | October 17, 2022 |
| | | | | | | | | | | |
| 10.11 | | Form of Securities Exchange Agreement by and among Snail, Inc. and each Securityholder of Snail Games USA, Inc. | | S-1/A | | 333-267483 | | 10.14 | | October 17, 2022 |
| | | | | | | | | | | |
| 10.12 | | Loan Agreement, dated as of June 17, 2021, by and between Snail Games USA, Inc. and Cathay Bank | | S-1 | | 333-267483 | | 10.4 | | September 16, 2022 |
| | | | | | | | | | | |
| 10.13† | | Offer Letter, dated as of August 31, 2020, between Jim S. Tsai and Snail Games USA, Inc. | | S-1 | | 333-267483 | | 10.6 | | September 16, 2022 |
| | | | | | | | | | | |
| 10.14† | | Amendment, effective as of November 1, 2021, to Offer Letter between Jim S. Tsai and Snail Games USA, Inc. | | S-1 | | 333-267483 | | 10.7 | | September 16, 2022 |
| | | | | | | | | | | |
| 10.15† | | Offer Letter, dated as of August 18, 2020, between Heidy Chow and Snail Games USA, Inc. | | S-1 | | 333-267483 | | 10.8 | | September 16, 2022 |
| | | | | | | | | | | |
| 10.16† | | Employment Agreement, dated as of December 10, 2012, between Peter Kang and Snail Games USA, Inc. | | S-1 | | 333-267483 | | 10.9 | | September 16, 2022 |
| | | | | | | | | | | |
| 10.17† | | Amendment, effective as of December 1, 2021, to Employment Agreement between Peter Kang and Snail Games USA, Inc. | | S-1 | | 333-267483 | | 10.10 | | September 16, 2022 |
| | | | | | | | | | | |
| 10.18† | | Offer Letter, dated as of March 27, 2023, between Hai Shi and Snail Games USA, Inc. | | 10-K | | 001-41556 | | 10.18 | | March 29, 2023 |
| | | | | | | | | | | |
| 10.19 | | First Amendment to Amended and Restated Exclusive Software License Agreement, effective as of March 10, 2023, between SDE Inc. and Snail Games USA, Inc. | | 10-K | | 001-41556 | | 10.19 | | March 29, 2023 |
| | | | | | | | | | | |
| 10.20 | | Cooperation Agreement between Snail Games USA, Inc. and Marbis GmbH, dated July 26, 2023 | | 8-K | | 001-41556 | | 10.1 | | August 1, 2023 |
| | | | | | | | | | | |
| 10.21 | | Form of Securities Purchase Agreement, dated August 24, 2023 | | 8-K | | 001-41556 | | 10.1 | | August 30, 2023 |
| | | | | | | | | | | |
| 10.22 | | Form of Registration Rights Agreement, dated August 24, 2023 | | 8-K | | 001-41556 | | 10.2 | | August 30, 2023 |
| | | | | | | | | | | |
| 10.23 | | Form of Equity Line Purchase Agreement, dated August 24, 2023 | | 8-K | | 001-41556 | | 10.3 | | August 30, 2023 |
| | | | | | | | | | | |
| 10.24 | | Independent Director Agreement, effective as of November 10, 2023, between Ryan Jamieson and Snail, Inc. | | 8-K | | 001-41556 | | 10.1 | | November 16, 2023 |
| | | | | | | | | | | |
| 10.25 | | Offer Letter, dated as of April 15, 2024, between Xuedong (Tony) Tian and Snail Games USA, Inc. | | 8-K | | 001-41556 | | 10.1 | | April 19, 2024 |
| | | | | | | | | | | |
| 10.26 | | Form of Securities Purchase Agreements, dated February 21, 2025 | | 8-K | | 001-41556 | | 10.1 | | February 25, 2025 |
| | | | | | | | | | | |
| 10.27 | | Form of Registration Rights Agreements, dated February 21, 2025 | | 8-K | | 001-41556 | | 10.2 | | February 25, 2025 |
| | | | | | | | | | | |
| 10.28 | | At The Market Offering Agreement, dated August 7, 2025, by and between Snail, Inc. and H.C. Wainwright & Co., LLC | | 8-K | | 001-41556 | | 1.1 | | August 7, 2025 |
| 10.29† | | Amendment No. 1, dated October 10, 2025, to Offer Letter, dated March 27, 2023, by and between Snail Games USA, Inc. and Hai Shi | | 8-K | | 001-41556 | | 10.1 | | October 14, 2025 |
| | | | | | | | | | | |
| 10.30† | | Amendment No. 1, dated October 10, 2025, to Offer Letter, dated August 18, 2020, by and between Snail Games USA, Inc. and Heidy Chow | | 8-K | | 001-41556 | | 10.2 | | October 14, 2025 |
| | | | | | | | | | | |
| 10.31† | | Amendment No. 2, dated October 10, 2025, to Employment Agreement, dated as of December 10, 2012, as amended, effective December 1, 2021, entered into Snail Games USA, Inc. and Peter Kang | | 8-K | | 001-41556 | | 10.3 | | October 14, 2025 |
| | | | | | | | | | | |
| 10.32 | | Form of Securities Purchase Agreement, dated October 24, 2025, by and between Snail, Inc. and CROM Structured Opportunities Fund I, LP | | 8-K | | 001-41556 | | 10.1 | | October 30, 2025 |
| | | | | | | | | | | |
| 10.33 | | Form of Registration Rights Agreement, dated October 24, 2025, by and between Snail, Inc. and CROM Structured Opportunities Fund I, LP | | 8-K | | 001-41556 | | 10.2 | | October 30, 2025 |
| | | | | | | | | | | |
| 10.34 | | Form of Securities Purchase Agreement, dated November 26, 2025, by and between Snail, Inc. and Monroe Street Capital Partners, LP | | 8-K | | 001-41556 | | 10.1 | | December 3, 2025 |
| | | | | | | | | | | |
| 10.35 | | Form of Registration Rights Agreement, dated November 26, 2025, by and between Snail, Inc. and Monroe Street Capital Partners, LP | | 8-K | | 001-41556 | | 10.2 | | December 3, 2025 |
| | | | | | | | | | | |
| 10.36*** | | Fourth Amendment to Loan Documents, dated January 2, 2026, by and between Snail Games USA, Inc., Hai Shi, Ying Zhou and Cathay Bank | | 10-K | | 001-41556 | | 10.36 | | March 19, 2026 |
| | | | | | | | | | | |
| 10.37*** | | Amendment No. 2 to Amended and Restated Exclusive Software License Agreement, dated October 1, 2023, by and between SDE, Inc. and Snail Games USA, Inc. | | 10-K | | 001-41556 | | 10.37 | | March 19, 2026 |
| | | | | | | | | | | |
| 10.38*** | | Offset Agreement, dated January 18, 2024, between SDE, Inc and Snail Games USA, Inc. | | 10-K | | 001-41556 | | 10.38 | | March 19, 2026 |
| | | | | | | | | | | |
10.39*** | | Fifth Amendment to Loan Documents, dated March 16, 2026, by and between Snail Games USA Inc., Hai Shi, Ying Zhou and Cathay Bank | | 10-K | | 001-41556 | | 10.39 | | March 19, 2026 |
| | | | | | | | | | | |
| 10.40* | | Third Amended and Restated Revolving Loan and Security Agreement, dated June 21, 2023, by and between Snail Games USA Inc. and Cathay Bank | | | | | | | | |
| | | | | | | | | | | |
| 10.41* | | Second Amended and Restated Promissory Note, dated June 22, 2023, by Snail Games USA Inc. in favor of Cathay Bank | | | | | | | | |
| | | | | | | | | | | |
| 10.42* | | Third Amendment to Loan Documents, dated June 10, 2025, by and between Snail Games USA Inc., Hai Shi, Ying Zhou and Cathay Bank | | | | | | | | |
| | | | | | | | | | | |
| 10.43* | | Loan and Security Agreement, dated June 10, 2025, by and between Snail Games USA Inc. and Cathay Bank | | | | | | | | |
| | | | | | | | | | | |
| 10.44* | | Promissory Note, dated June 10, 2025, by Snail Games USA Inc. in favor of Cathay Bank | | | | | | | | |
| | | | | | | | | | | |
| 19.1 | | Insider Trading Policy, dated November 9, 2022 | | 10-K | | 001-41556 | | 19.1 | | March 26, 2025 |
| | | | | | | | | | | |
| 21.1*** | | Subsidiaries of the Registrant | | 10-K | | 001-41556 | | 21.1 | | March 19, 2026 |
| 23.1*** | | Consent of BDO USA, P.C., Independent Registered Public Accounting Firm | | 10-K | | 001-41556 | | 23.1 | | March 19, 2026 |
| | | | | | | | | | | |
| 24.1*** | | Power of Attorney | | 10-K | | 001-41556 | | Signature Page | | March 19, 2026 |
| | | | | | | | | | | |
| 31.1*** | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a), under the Securities Exchange Act of 1934, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | 10-K | | 001-41556 | | 31.1 | | March 19, 2026 |
| | | | | | | | | | | |
| 31.2*** | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | 10-K | | 001-41556 | | 31.2 | | March 19, 2026 |
| | | | | | | | | | | |
| 31.3* | | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a), under the Securities Exchange Act of 1934, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| | | | | | | | | | | |
| 31.4* | | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | | | | | | | | |
| | | | | | | | | | | |
| 32.1*** | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | 10-K | | 001-41556 | | 32.1 | | March 19, 2026 |
| | | | | | | | | | | |
| 32.2*** | | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | | 10-K | | 001-41556 | | 32.2 | | March 19, 2026 |
| | | | | | | | | | | |
| 97.1 | | Snail, Inc. Compensation Recovery Policy, adopted November 30, 2023 | | 10-K | | 001-41556 | | 97.1 | | April 1, 2024 |
| | | | | | | | | | | |
| 101.INS*** | | Inline XBRL Instance Document | | | | | | | | |
| | | | | | | | | | | |
| 101.SCH*** | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | |
| | | | | | | | | | | |
| 101.CAL*** | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | |
| | | | | | | | | | | |
| 101.DEF*** | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | |
| | | | | | | | | | | |
| 101.LAB*** | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | |
| | | | | | | | | | | |
| 101.PRE*** | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | |
| | | | | | | | | | | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | | | | | |
| ** | These certifications are being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Snail, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
| | |
| *** | Previously Filed with the Original 10-K. |
| † | Indicates management contract or compensatory plan. |
Item 16. Form 10-K Summary.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment No. 1 to Report to be signed on its behalf by the undersigned, thereunto duly authorized, in Culver City, California, on March 31, 2026.
| | SNAIL, INC. |
| | | |
| Date: | March 31, 2026 | By: | /s/ Heidy Chow |
| | Name: | Heidy Chow |
| | Title: | Chief Financial Officer |
