Snail, Inc. 修訂ATM計劃，發行額度提高至366萬美元

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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): 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 ☒

 

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. ☒

 

 

 

  

  

 

 

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