Snail, Inc.
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 19, 2026
SNAL$2.15+3.9%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
| 1. | Consolidated Financial Statements. For a list of the financial statements included herein, see Index to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data.” |
| 2. | Financial Statement Schedule: All schedules have been omitted because they are not required or because the required information is given in the consolidated financial statements or notes thereto. |
| 3. | Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K. |
Exhibit Index
| Exhibit · Incorporation by Reference | |||||
|---|---|---|---|---|---|
| Number | Description | Form | File No. | Exhibit | Filing Date |
| 1.1 | At The Market Offering Agreement, dated August 7, 2025, by and between Snail, Inc. and H.C. Wainwright & Co., LLC | 8-K | 001-41556 | 1.1 | August 7, 2025 |
| 3.1 | Amended and Restated Certificate of Incorporation of Snail, Inc. | 8-K | 001-41556 | 3.1 | November 15, 2022 |
| 3.2 | Amended and Restated Bylaws of Snail, Inc. | 8-K | 001-41556 | 3.2 | November 15, 2022 |
| 4.1 | Form of Certificate of Class A Common Stock | S-1 | 333-267483 | 4.1 | September 16, 2022 |
| 4.2 | Form of Underwriters’ Warrants | S-1/A | 333-267483 | 4.2 | October 17, 2022 |
| 4.3 | Description of the Registrant’s Securities | 10-K | 001-41556 | 4.3 | March 29, 2023 |
| 4.4 | Form of Common Stock Purchase Warrant | 8-K | 001-41556 | 4.1 | August 30, 2023 |
| 4.5 | Form of Equity Line Warrant, dated August 2023 | 8-K | 001-41556 | 4.2 | August 30, 2023 |
| 4.6 | Form of Original Issue 7.4% Discount Convertible Promissory Note | 8-K | 001-41556 | 4.3 | August 30, 2023 |
| 4.7 | Form of Indenture | S-3 | 333-282030 | 4.7 | September 11, 2024 |
| 4.8 | Form of Convertible Promissory Notes, dated February 21, 2025 | 8-K | 001-41556 | 4.1 | February 25, 2025 |
| 4.9 | Form of Convertible Promissory Notes, dated October 24, 2025 | 8-K | 001-41556 | 4.1 | October 30, 2025 |
| 4.10 | Form of Convertible Promissory Note, dated November 26, 2025 | 8-K | 001-41556 | 4.1 | December 3, 2025 |
| 10.1 | Amended and Restated Exclusive Software License Agreement, effective as of January 1, 2022, by and between Snail Games USA, Inc. and SDE Inc. | S-1/A | 333-267483 | 10.12 | October 17, 2022 |
| 10.2 | Amendment No. 1 to Amended and Restated Exclusive Software License Agreement, effective as of December 13, 2022, by and between Snail Games USA, Inc. and SDE Inc. | 10-Q | 001-41556 | 10.2 | December 15, 2022 |
| 10.3 | Exclusive License Agreement, effective as of April 27, 2022, by and between Snail Games USA, Inc. and SDE Inc. | S-1/A | 333-267483 | 10.5 | October 17, 2022 |
| 10.4† | Snail, Inc. 2022 Omnibus Incentive Plan | S-1/A | 333-267483 | 10.11 | October 26, 2022 |
| 10.5† | Form of Restricted Stock Unit Award Agreement (Employee) pursuant to the Snail, Inc. Omnibus Incentive Plan | S-1/A | 333-267483 | 10.15 | October 17, 2022 |
| 10.6† | Form of Restricted Stock Unit Award Agreement (Non-Employee Director) pursuant to the Snail, Inc. Omnibus Incentive Plan | S-1/A | 333-267483 | 10.16 | October 17, 2022 |
| 10.7 | Form of Indemnification Agreement between Snail, Inc. and Its Directors and Officers | S-1 | 333-267483 | 10.1 | September 16, 2022 |
| 10.8 | Second Amended and Restated Revolving Loan and Security Agreement, dated as of January 26, 2022, by and between Snail Games USA, Inc. and Cathay Bank | S-1 | 333-267483 | 10.2 | September 16, 2022 |
| 10.9 | Promissory Note, dated January 26, 2022, by and between Snail Games USA, Inc. and Cathay Bank | S-1 | 333-267483 | 10.3 | September 16, 2022 |
| 10.10 | Form of Independent Director Agreement between Snail, Inc. and each of Its Independent Directors | S-1/A | 333-267483 | 10.13 | October 17, 2022 |
| 10.11 | Form of Securities Exchange Agreement by and among Snail, Inc. and each Securityholder of Snail Games USA, Inc. | S-1/A | 333-267483 | 10.14 | October 17, 2022 |
| 10.12 | Loan Agreement, dated as of June 17, 2021, by and between Snail Games USA, Inc. and Cathay Bank | S-1 | 333-267483 | 10.4 | September 16, 2022 |
| 10.13† | Offer Letter, dated as of August 31, 2020, between Jim S. Tsai and Snail Games USA, Inc. | S-1 | 333-267483 | 10.6 | September 16, 2022 |
| 10.14† | Amendment, effective as of November 1, 2021, to Offer Letter between Jim S. Tsai and Snail Games USA, Inc. | S-1 | 333-267483 | 10.7 | September 16, 2022 |
| 10.15† | Offer Letter, dated as of August 18, 2020, between Heidy Chow and Snail Games USA, Inc. | S-1 | 333-267483 | 10.8 | September 16, 2022 |
| 10.16† | Employment Agreement, dated as of December 10, 2012, between Peter Kang and Snail Games USA, Inc. | S-1 | 333-267483 | 10.9 | September 16, 2022 |
| 10.17† | Amendment, effective as of December 1, 2021, to Employment Agreement between Peter Kang and Snail Games USA, Inc. | S-1 | 333-267483 | 10.10 | September 16, 2022 |
| 10.18† | Offer Letter, dated as of March 27, 2023, between Hai Shi and Snail Games USA, Inc. | 10-K | 001-41556 | 10.18 | March 29, 2023 |
| 10.19 | First Amendment to Amended and Restated Exclusive Software License Agreement, effective as of March 10, 2023, between SDE Inc. and Snail Games USA, Inc. | 10-K | 001-41556 | 10.19 | March 29, 2023 |
| 10.20 | Cooperation Agreement between Snail Games USA, Inc. and Marbis GmbH, dated July 26, 2023 | 8-K | 001-41556 | 10.1 | August 1, 2023 |
| 10.21 | Form of Securities Purchase Agreement, dated August 24, 2023 | 8-K | 001-41556 | 10.1 | August 30, 2023 |
| 10.22 | Form of Registration Rights Agreement, dated August 24, 2023 | 8-K | 001-41556 | 10.2 | August 30, 2023 |
| 10.23 | Form of Equity Line Purchase Agreement, dated August 24, 2023 | 8-K | 001-41556 | 10.3 | August 30, 2023 |
| 10.24 | Independent Director Agreement, effective as of November 10, 2023, between Ryan Jamieson and Snail, Inc. | 8-K | 001-41556 | 10.1 | November 16, 2023 |
| 10.25 | Offer Letter, dated as of April 15, 2024, between Xuedong (Tony) Tian and Snail Games USA, Inc. | 8-K | 001-41556 | 10.1 | April 19, 2024 |
| 10.26 | Form of Securities Purchase Agreements, dated February 21, 2025 | 8-K | 001-41556 | 10.1 | February 25, 2025 |
| 10.27 | Form of Registration Rights Agreements, dated February 21, 2025 | 8-K | 001-41556 | 10.2 | February 25, 2025 |
| 10.28 | At The Market Offering Agreement, dated August 7, 2025, by and between Snail, Inc. and H.C. Wainwright & Co., LLC | 8-K | 001-41556 | 1.1 | August 7, 2025 |
| 10.29† | Amendment No. 1, dated October 10, 2025, to Offer Letter, dated March 27, 2023, by and between Snail Games USA, Inc. and Hai Shi | 8-K | 001-41556 | 10.1 | October 14, 2025 |
| 10.30† | Amendment No. 1, dated October 10, 2025, to Offer Letter, dated August 18, 2020, by and between Snail Games USA, Inc. and Heidy Chow | 8-K | 001-41556 | 10.2 | October 14, 2025 |
| 10.31† | Amendment No. 2, dated October 10, 2025, to Employment Agreement, dated as of December 10, 2012, as amended, effective December 1, 2021, entered into Snail Games USA, Inc. and Peter Kang | 8-K | 001-41556 | 10.3 | October 14, 2025 |
| 10.32 | Form of Securities Purchase Agreement, dated October 24, 2025, by and between Snail, Inc. and CROM Structured Opportunities Fund I, LP | 8-K | 001-41556 | 10.1 | October 30, 2025 |
| 10.33 | Form of Registration Rights Agreement, dated October 24, 2025, by and between Snail, Inc. and CROM Structured Opportunities Fund I, LP | 8-K | 001-41556 | 10.2 | October 30, 2025 |
| 10.34 | Form of Securities Purchase Agreement, dated November 26, 2025, by and between Snail, Inc. and Monroe Street Capital Partners, LP | 8-K | 001-41556 | 10.1 | December 3, 2025 |
| 10.35 | Form of Registration Rights Agreement, dated November 26, 2025, by and between Snail, Inc. and Monroe Street Capital Partners, LP | 8-K | 001-41556 | 10.2 | December 3, 2025 |
| 10.36* | Fourth Amendment to Loan Documents, dated January 2, 2026, by and between Snail Games USA, Inc., Hai Shi, Ying Zhou and Cathay Bank | ||||
| 10.37* | Amendment No. 2 to Amended and Restated Exclusive Software License Agreement, dated October 1, 2023, by and between SDE, Inc. and Snail Games USA, Inc. | ||||
| 10.38* | Offset Agreement, dated January 18, 2024, between SDE, Inc and Snail Games USA, Inc. | ||||
| 10.39* | Fifth Amendment to Loan Documents, dated March 16, 2026, by and between Snail Games USA Inc., Hai Shi, Ying Zhou and Cathay Bank | ||||
| 19.1 | Insider Trading Policy, dated November 9, 2022 | 10-K | 001-41556 | 19.1 | March 26, 2025 |
| 21.1* | Subsidiaries of the Registrant | ||||
| 23.1* · Consent of BDO USA, P.C., Independent Registered Public Accounting Firm | |||||
|---|---|---|---|---|---|
| 31.1* · Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a), under the Securities Exchange Act of 1934, as Adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| 31.2* · Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| 32.1** · Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 32.2** · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |||||
| 97.1 | Snail, Inc. Compensation Recovery Policy, adopted November 30, 2023 | 10-K | 001-41556 | 97.1 | April 1, 2024 |
| 101.INS | Inline XBRL Instance Document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
| * | Filed herewith. |
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| ** | These certifications are being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Snail, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
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| † | Indicates management contract or compensatory plan. |
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