Form 8-K Snail, Inc. For: May 20
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On 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.
As 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 | |
ATTACHMENTS / EXHIBITS