Entry into a Material Definitive Agreement. Related Party Agreements with Suzhou Snail On August 5, 2026, Snail, Inc. (the “Company”), through its wholly-owned subsidiary Interactive Films, LLC, entered into a Short Drama Production Business Agreement with Suzhou Snail Digital Technology Co., Ltd. (“Suzhou Snail”) for technical development, marketing, and commercial operation services related to the SaltyTV platform, covering the period from August 1, 2026 through July 31, 2027 for a total co…

Results of Operations and Financial Condition. On August 11, 2026, Snail, Inc., a Delaware corporation, (the “Company”) issued a press release that included financial information for its quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. The information in this

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 1, 2026, Snail, Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to delist the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) from The Nasdaq Capital Market (the “Staff Determination”). The Staff Deter…

of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in

Other Information. On March 26, 2026, Snail, Inc., a Delaware corporation, (the “Company”) announced that it had received a deficiency letter (the “Deficiency Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with the requirement to maintain a minimum of $500,000 in net income from continuing operations in the most recently completed fiscal year, or two of the last three fiscal years…

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 St…

Results of Operations and Financial Condition. On May 13, 2026, Snail, Inc., a Delaware corporation, (the “Company”) issued a press release that included financial information for its quarter ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. The information in this

Entry into a Material Definitive Agreement. Amendment to ARK1 License Agreement On April 6, 2026, Snail, Inc., a Delaware corporation, (the “Company”) entered into Amendment No. 3 to the Amended and Restated Exclusive Software License Agreement (the “Amendment”) with SDE Inc., a California corporation (“SDE”) through the Company’s wholly-owned subsidiary, Snail Games USA, Inc. SDE is controlled by Ying Zhou, a director of the Company and the spouse of Hai Shi, the Company’s Chief Executive Of…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On March 26, 2026, Snail, Inc., a Delaware corporation, (the “Company”) received a deficiency letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the requirement to maintain a minimum of $500,000 in net income from continuing operations in the most recently completed fis…

Results of Operations and Financial Condition. On March 19, 2026, Snail, Inc., a Delaware corporation, (the “Company”) issued a press release that included financial information for its fiscal year ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference. The information in this

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On December 30, 2025, Snail, Inc. (the “Company”) received written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that for thirty (30) consecutive business days from November 11, 2025 through December 29, 2025, the Company’s common stock did not maintain a minimum closing bid price of $1.00 per share (the “Minimum Bid Price Req…

above is hereby incorporated herein by reference in this

Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant. The description of the Note described in

The issuance of the Note and the Conversion Shares was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act.

Results of Operations and Financial Condition. On November 12, 2025, Snail, Inc. (“Snail”) issued a press release announcing its financial results for the third fiscal quarter ended September 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1. Neither the information in this Current Report on Form 8-K nor the information in the press release attached hereto as Exhibit 99.1 shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amend…

The issuance of the Note and the Conversion Shares was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act.

Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant. The description of the Note described in

Entry into Material Definitive Agreement. Convertible Promissory Note Offering; Securities Purchase Agreement On October 24, 2025, Snail, Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an accredited investor (the “Investor”). Pursuant to the terms and conditions of the Securities Purchase Agreement, the Investor agreed to purchase from the Company in a private placement offering (the “Offering”) an unsecured convertible promissory…

The amendments were made to increase the annual base salaries of certain officers.

Co-Chief Executive Officer — Xuedong (Tony) Tian: The non-renewal of Xuedong (Tony) Tian's offer letter marks his departure as Co-Chief Executive Officer, leading to Hai Shi becoming the sole Chief Executive Officer.

Results of Operations and Financial Condition. On August 19, 2025, Snail, Inc. (“Snail”) issued a press release announcing its financial results for the second fiscal quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1. Neither the information in this Current Report on Form 8-K nor the information in the press release attached hereto as Exhibit 99.1 shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (th…

Entry Into a Material Definitive Agreement. On August 7, 2025, Snail, Inc., a Delaware corporation (the “Company”), entered into an At The Market Offering Agreement (the “ATM Sales Agreement”) with H.C. Wainwright & Co., LLC, as sales agent (the “Sales Agent” or “Wainwright”), to sell its shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), from time to time, in an “at the market offering” program through Wainwright, with certain limitations on the amount…

The filing describes the grant of RSUs to non-employee directors as part of their annual compensation.

Results of Operations and Financial Condition. On May 14, 2025, Snail, Inc. (“Snail”) issued a press release announcing its financial results for the first fiscal quarter ended March 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1. Neither the information in this Form 8-K nor the information in the press release attached hereto as Exhibit 99.1 shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or…

Results of Operations and Financial Condition. On March 26, 2025, Snail, Inc. (“Snail”) issued a press release announcing its financial results for the fiscal year ended December 31, 2024. A copy of the press release is attached hereto as Exhibit 99.1. Neither the information in this Current Report on Form 8-K nor the information in the press release attached hereto as Exhibit 99.1 shall be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exch…