M&A - Snail, Inc.

Form Type: DEF 14C

Filing Date: 2025-04-23

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225005749

Filing Summary: Snail, Inc. has disclosed a corporate action concerning a Convertible Note Financing approved by stockholders through written consent without a meeting. This action was executed via Securities Purchase Agreements with accredited investors to raise up to $11,000,000 through the sale of convertible promissory notes. The financing consists of an initial tranche of $3,300,000, divided into two notes with an original issuance discount, priced to convert into Class A Common Stock at a rate of $5.00 per share. Further, the company plans to use proceeds for working capital. The corporate action complies with Nasdaq Rule 5635(d), which necessitates stockholder approval for the issuance of securities that may exceed specific thresholds. In total, there are provisions for additional funding contingent upon satisfying conditions within the agreements.