Business Context and Reporting Period
Company: Snail, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: March 26, 2026
Reporting Period: The filing addresses a deficiency notice received on March 26, 2026, regarding compliance with Nasdaq listing standards based on financial performance in fiscal years 2023, 2024, and 2025.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for the current period. However, it references historical net income data from prior 10-K filings:
- Net Income from Continuing Operations: Reported in fiscal year 2024.
- Net Loss from Continuing Operations: Reported in fiscal years 2023 and 2025.
- Compliance Thresholds Not Met:
- Net Income Requirement: Minimum $500,000 in the most recent fiscal year or two of the last three.
- Market Value of Listed Securities: Minimum $35 million.
- Stockholders' Equity: Minimum $2,500,000.
Material Changes
The primary material change is the receipt of a deficiency letter from The Nasdaq Stock Market LLC on March 26, 2026. The Company is currently non-compliant with the Nasdaq continued listing standards due to:
- Failure to meet the Net Income Requirement over the relevant three-year period.
- Failure to meet either of the alternative listing standards (Market Value or Stockholders' Equity).
Despite the deficiency, the Class A Common Stock continues to trade on The Nasdaq Capital Market as of the filing date.
Guidance, Outlook, and Risks
Management Commentary and Plan:
- The Company has 45 calendar days (until May 11, 2026) to submit a Compliance Plan to regain compliance.
- If accepted, Nasdaq may grant an extension of up to 180 calendar days to evidence compliance.
- Management is considering options including potential equity and/or debt financing arrangements or similar transactions.
Risks and Contingencies:
- There is no assurance the Compliance Plan will be developed successfully or accepted by Nasdaq.
- Even if accepted, there is no assurance the Company will regain compliance within the extension period.
- Failure to regain compliance could result in delisting.
Investor Verification Checklist
- Verify the specific net income/loss figures for fiscal years 2023, 2024, and 2025 in the respective Form 10-K filings.
- Confirm the current market capitalization and stockholders' equity to assess the gap against Nasdaq thresholds.
- Monitor the submission of the Compliance Plan by the May 11, 2026 deadline.
- Review any subsequent filings for details on proposed equity or debt financing arrangements.
- Check for any updates on Nasdaq's acceptance of the Compliance Plan and the granted extension period.