Snail 宣布1股合併為5股，以符合納斯達克最低買入價要求

EX-99.1
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ex99-1.htm
EX-99.1

 

 

Exhibit
99.1

 

 

Snail
Announces Reverse Stock Split to Support Effort to Regain Compliance with Nasdaq’s Minimum Bid Price

 

CULVER
CITY, Calif., July 1, 2026 (GLOBE NEWSWIRE) — Snail, Inc. (Nasdaq: SNAL) (“Snail” or the “Company”), a
leading global independent developer and publisher of interactive digital entertainment, today announced that it will effect a 1-for-5
reverse stock split (the “Reverse Stock Split”) of its Class A Common Stock, par value $0.0001 per share (the “Class
A Common Stock”) and Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock” and together with
the Class A Common Stock, the “Common Stock”). The Reverse Stock Split will become effective at 11:59 p.m. Eastern Time on
July 2, 2026 (the “Effective Time”). The Company’s Class A Common Stock will continue to trade on the Nasdaq Capital
Market (“Nasdaq”) under the symbol “SNAL” and will begin trading on a split-adjusted basis when the Nasdaq opens
on July 6, 2026. The new CUSIP number for the Class A Common Stock following the Reverse Stock Split will be 83301J308.

 

On
June 2, 2026, a written consent was delivered to the Company’s Board of Directors from the holders of 95% of the voting power of
the Company’s issued and outstanding Common Stock (the “Majority Stockholders”), pursuant to which the Majority Stockholders
approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”) to effect a reverse stock split with respect to the Common Stock at a ratio of 1-for-2 to 1-for-10, with the
ratio within such range to be determined at the discretion of the Board of Directors. The Company’s Board of Directors subsequently
approved the final ratio for the Reverse Stock Split of 1-for-5.

 

The
Reverse Stock Split will proportionally reduce the number of outstanding shares of Common Stock from approximately 15,468,890 shares
of Class A Common Stock and 28,748,580 shares of Class B Common Stock to approximately 3,093,778 shares of Class A Common Stock and 5,749,716
shares of Class B Common Stock. The ownership percentage of each stockholder will remain unchanged other than as a result of fractional
shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise of outstanding warrants
or options, or the conversion of outstanding convertible notes, as well as to the applicable exercise or conversion price. There will
be no change to the total number of authorized shares of Common Stock as set forth in the Certificate of Incorporation. Stockholders
whose shares are held in brokerage accounts should direct any questions concerning the Reverse Stock Split to their broker. All stockholders
of record may direct questions to the Company’s transfer agent, Equiniti Trust Company, LLC at 800-468-9716.

 

The
Reverse Stock Split is intended to support the Company’s effort to regain compliance with the minimum bid price requirement for
maintaining the listing of its Class A Common Stock on the Nasdaq Capital Market, and to make the bid price more attractive to a broader
group of institutional and retail investors. The Nasdaq Capital Market requires, among other things, that a listed company’s common
stock maintain a minimum bid price of at least $1.00 per share.

 

  

  

 

 

Any
person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification and combination following
the Effective Time (after taking into account all fractional shares of Common Stock otherwise issuable to such holder) shall be entitled
to receive a cash payment equal to the number of shares of the Common Stock held by such stockholder before the reverse split that would
otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Common Stock as
reported on the Nasdaq for the ten days preceding the Effective Time.

 

Snail
Social Media: X | YouTube | Instagram | TikTok | Facebook

 

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. Forward-looking statements
appear in a number of places in this press release and include, but are not limited to, statements regarding the Reverse Stock Split
allowing the Company to regain compliance with Nasdaq’s minimum bid price requirement, enabling the Company to attract a broader
universe of investors; and assumptions underlying any of the foregoing.

 

Further
information on risks, uncertainties and other factors that could affect Snail’s financial results and business include Snail’s
ability to strengthen its gaming portfolio’s visibility; Snail’s ability to expand and grow its franchise and increase its
revenue; Snail’s ability to retain its key employees or maintain its Nasdaq listing; and the risks that are included in its filings
with the Securities and Exchange Commission (the “SEC”) from time to time, including its annual reports on Form 10-K and
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, and Snail 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
[email protected]