Snail raises $3.3M in convertible notes (10% OID); conversion at $5/share with variable pricing

Snail, Inc.

Issued two convertible notes totaling $3.3M principal (10% OID) to accredited investors on Feb 21, 2025.
Conversion price primarily $5.00/share; on $866,250 portion, price is lower of $5.00 or 92% of lowest 5-day VWAP.
Maturity 12 months; one-time 5% interest charge; default penalty of 120% of outstanding plus accrued interest.
Reserves at least 2,293,940 shares for conversion; stockholder approval obtained for issuance exceeding 20%.
Registration rights require filing S-1/S-3 within 90 days, effective within 120 days.

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