{"url_path":"/sec/snal/8-k/2026-07-02/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1886894/0001493152-26-031916-index.html","accession_number":"0001493152-26-031916","cik":"0001886894","ticker":"SNAL","issuer_name":"Snail, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1886894/0001493152-26-031916-index.html","primary_entity_key":"0001886894","primary_entity_name":"Snail, Inc."},"word_count":591,"has_tables":true,"body_markdown":"**Item\n5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nOn\nJuly 1, 2026, the Company announced that it will effect a 1-for-5 reverse stock split (the “Reverse Stock Split”) of\nits Class A Common Stock and its Class B Common Stock, par value $0.0001 per share (the “Class B Common Stock”\nand together with the Class A Common Stock, the “Common Stock”). On July 2, 2026, the Company filed an amendment\nto its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State\nof the State of Delaware to effect the Reverse Stock Split, to be legally effective as of 11:59 p.m. Eastern Time on July 2, 2026 (the\n“Effective Time”). The Class A Common Stock will begin trading on a split-adjusted basis when the Nasdaq Capital Market\nopens on July 6, 2026.\n\n \n\n \n\n \n\n \n\nAs\npreviously disclosed, on June 2, 2026, a written consent was delivered to the Company’s Board of Directors from the holders\nof 95% of the voting power of the Company’s issued and outstanding Common Stock (the “Majority Stockholders”), pursuant\nto which the Majority Stockholders approved an amendment to the Certificate of Incorporation to effect a reverse stock split with respect\nto the Common Stock at a ratio of 1-for-2 to 1-for-10, with the ratio within such range to be determined at the discretion of the Board\nof Directors. The Company’s Board of Directors subsequently approved the final ratio for the Reverse Stock Split of 1-for-5.\n\n \n\nNo\nfractional shares will be issued in connection with the Reverse Stock Split. In lieu of fractional shares, any person who would otherwise\nbe entitled to a fractional share of Common Stock as a result of the Reverse Stock Split (after taking into account all fractional shares\nof Common Stock otherwise issuable to such holder) shall be entitled to receive from the Company’s exchange agent, Equiniti Trust\nCompany, LLC, a cash payment equal to the number of shares of the Common Stock held by such stockholder before the Reverse Stock Split\nthat would otherwise have been exchanged for such fractional share interest multiplied by the average closing sales price of the Class A\nCommon Stock as reported on the Nasdaq Capital Market for the ten days preceding the Effective Time.\n\n \n\nThe\nReverse Stock Split will reduce the number of outstanding shares of Common Stock from approximately 15,468,890 shares of Class A\nCommon Stock and 28,748,580 shares of Class B Common Stock to approximately 3,093,778 shares of Class A Common Stock and\n5,749,716 shares of Class B Common Stock. The ownership percentage of each stockholder will remain unchanged other than as\na result of fractional shares. Proportional adjustments will be made to the number of shares of Common Stock issuable upon exercise of\noutstanding warrants or options, or the conversion of outstanding convertible notes, as well as to the applicable exercise or conversion\nprice. There will be no change to the total number of authorized shares of Common Stock as set forth in the Certificate of Incorporation.\n\n \n\nAfter\nthe Reverse Stock Split, the trading symbol on the Nasdaq Capital Market for the Class A Common Stock will continue to be “SNAL.”\nThe new CUSIP number for the Common Stock following the Reverse Stock Split will be 83301J308.\n\n \n\nThe\ndescription of the amendment to the Certificate of Incorporation set forth above does not purport to be complete and is qualified in\nits entirety by the full text of such amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by\nreference."}