Snail, Inc. 8-K

What Happened

• On May 20, 2026 (reported on Form 8-K filed May 21, 2026), Snail, Inc. filed Amendment No. 1 to its prospectus supplement (originally dated August 7, 2025) and accompanying base prospectus to increase the available capacity under its existing at‑the‑market (ATM) program to $3,660,000 of Class A common stock. The ATM is being conducted under the at‑the‑market offering agreement dated August 7, 2025 with H.C. Wainwright & Co. LLC. The amendment does not include shares with an aggregate sales price of $4,367,863 that were sold under the ATM prior to the amendment.

Key Details

• Amendment filed May 20, 2026; Form 8‑K filed May 21, 2026.
• Increased ATM capacity: $3,660,000 of Class A common stock (additional to prior $4,367,863 sold).
• Sales agent: H.C. Wainwright & Co. LLC under the August 7, 2025 Offering Agreement.
• Company is under no obligation to issue shares under the ATM; use of the facility is discretionary and depends on market conditions and strategy. Legal opinion on the issuance/sale of shares provided by Blank Rome LLP.

Why It Matters

• This amendment expands Snail’s ability to raise capital quickly and flexibly through open‑market sales of its common stock if management chooses to do so. For investors, that means the company has another ready source of funding but also a potential source of future dilution if shares are sold. There is no guarantee the company will sell additional shares or that the sales agent will be able to complete placements.