Business Context and Reporting Period
Company: Snail, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 20, 2026
Reporting Period: The filing addresses events occurring between March 26, 2026, and May 20, 2026, regarding the company's compliance status with The Nasdaq Stock Market LLC listing requirements.
Key Financial Metrics
This filing does not provide specific revenue, profit, cash flow, or debt figures for the current period. However, it references historical financial performance regarding Nasdaq listing standards:
- Net Income Requirement: The company failed 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.
- Historical Performance: According to Form 10-K filings, the company reported net income from continuing operations in 2024 but reported net losses from continuing operations in 2023 and 2025.
- Alternative Standards: The company did not meet the alternative listing standards of a market value of listed securities of at least $35 million or stockholders' equity of at least $2,500,000.
Material Changes
The primary material change reported is the company's non-compliance with Nasdaq listing requirements and the subsequent regulatory timeline:
- Deficiency Notice: On March 26, 2026, Nasdaq issued a Deficiency Letter notifying the company of non-compliance with the Net Income Requirement and alternative listing standards.
- Compliance Plan Submission: On May 11, 2026, the company submitted a Compliance Plan to regain compliance.
- Extension Granted: On May 20, 2026, Nasdaq accepted the Compliance Plan and granted an extension until September 22, 2026, to evidence compliance.
Guidance, Outlook, and Risks
Management Commentary and Outlook: The company intends to implement the Compliance Plan, which may include potential equity financing, debt conversion arrangements, or similar transactions to regain compliance. There is no assurance that the company will successfully regain compliance within the allotted time period.
Risks and Contingencies:
- Delisting Risk: If the company fails to evidence compliance by the time it files its quarterly report for the quarter ending September 30, 2026, its Class A Common Stock will be subject to delisting.
- Financing Uncertainty: Success depends on the ability to obtain additional equity and/or debt financing, which involves significant risks and uncertainties.
- Forward-Looking Statements: The filing contains forward-looking statements regarding the stock's continued trading and the implementation of the compliance plan, which are subject to risks that could cause actual results to differ materially.
Investor Verification Checklist
- Verify the specific details of the Compliance Plan submitted on May 11, 2026, including the feasibility of proposed equity financing or debt conversions.
- Monitor the company's ability to meet the September 22, 2026, deadline to evidence compliance with Nasdaq requirements.
- Review the upcoming quarterly report for the period ending September 30, 2026, to confirm if delisting proceedings will be initiated.
- Assess the company's current liquidity and capital resources to determine the likelihood of securing necessary financing.