---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-030672"
form_type: "8-K"
ticker: "SNAL"
cik: "0001886894"
company_name: "Snail, Inc."
filed_at: "2023-08-30T23:59:59+00:00"
generated_at: "2026-06-11T02:06:27.916983+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Snail raises $1M in convertible note first tranche; $5M equity line also closed

## Summary
- First tranche of convertible note: $1,080,000 principal, gross proceeds $1,000,000, 7.4% OID, 7.5% interest, conversion at 90% of three lowest VWAPs.
- Warrants to purchase up to 714,285 shares at $1.89, exercisable from Nov 24, 2023 for five years.
- Second tranche of $1,080,000 subject to conditions including effective resale registration statement.
- Equity line of credit: up to $5,000,000 of common stock with warrant for 367,647 shares at $1.50.
- Resale registration statement must be filed within 30 days and declared effective within 90 days.

## SEC filing metadata
- accession: 0001493152-23-030672
- form_type: 8-K
- ticker: SNAL
- cik: 0001886894
- company_name: Snail, Inc.
- filed_at: 2023-08-30T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1886894/000149315223030672/0001493152-23-030672-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1886894/000149315223030672/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-030672
- JSON: https://secwatch.observer/filing/0001493152-23-030672.json
- Plain text: https://secwatch.observer/filing/0001493152-23-030672.txt

## Key facts
- Material Agreements
  Snail, Inc. entered into Securities Purchase Agreement with two accredited investors valued at $1,080,000 (effective 2023-08-24).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: two accredited investors
  - Value: $1,080,000
  - Effective: 2023-08-24
  source text: On August 24, 2023, Snail, Inc. (the “ Company ”) entered into that certain Securities Purchase Agreement (the “ Purchase Agreement ”) with two accredited investors (the “ Investors ”), pursuant to which the Company sold, and each of the Investors purchased, an initial Original Issue 7.4% Discount Convertible Note (each, a “ Note ”, and collectively, the “ Notes ”) in an aggregate principal amount of $1,080,000, convertible into shares of the Company’s Class A common stock, par value $0.0001 per share (the “ Common Stock ”), and an initial warrant to purchase up to an aggregate of 714,285 shares of the Company’s Common Stock (each, a “ Warrant ”, collectively, the “ Warrants ,” and together with the Notes, the “ Securities ”) (the “ Convertible Note Financing ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1886894/000149315223030672/0001493152-23-030672-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.