Snail, Inc. 8-K

What Happened Snail, Inc. (SNAL) disclosed on July 2, 2026 that Nasdaq notified the company on July 1, 2026 that it has determined to delist SNAL’s Class A common stock from The Nasdaq Capital Market for failure to meet listing rules. Nasdaq found the stock failed to meet the $1.00 minimum closing bid requirement (30 consecutive business days from Nov 11–Dec 29, 2025) and the company does not meet Continued Listing Standards, so it is not eligible for a second 180‑day cure period. The company said it will timely request a hearing before the Nasdaq Hearings Panel, which automatically stays any delisting pending the appeal. Separately, Snail filed a Certificate of Amendment effecting a 1‑for‑5 reverse stock split of both Class A and Class B common stock, effective 11:59 p.m. ET on July 2, 2026; Class A will trade on a split‑adjusted basis when Nasdaq opens July 6, 2026.

Key Details

• Nasdaq delisting notice dated July 1, 2026; original minimum‑bid deficiency covered Nov 11–Dec 29, 2025; cure period expired June 29, 2026.
• Company noncompliant with Nasdaq Listing Rule 5550(b) (stockholders’ equity/market value/net income) per staff notice on March 26, 2026.
• Reverse split ratio: 1‑for‑5 (approved by board within prior shareholder authorization range 1:2 to 1:10); no fractional shares issued—cash in lieu based on 10‑day average closing price before the Effective Time.
• Outstanding shares will change from ~15,468,890 Class A and ~28,748,580 Class B to ~3,093,778 Class A and ~5,749,716 Class B; ticker remains SNAL; new CUSIP 83301J308.

Why It Matters A Nasdaq delisting determination is material because it can limit liquidity, reduce investor interest, and affect the company’s access to capital markets. The reverse stock split is a common step companies take to try to raise the per‑share trading price to meet Nasdaq’s $1.00 minimum bid requirement, but the company explicitly states there is no assurance the split will achieve compliance or prevent delisting. The company’s appeal will delay any removal while pending, but investors should monitor updates on the appeal outcome, trading behavior after the split, and any further disclosure about meeting Nasdaq’s continued listing standards.