UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 10, 2025, Snail Games USA, Inc., a California corporation (“Snail Games”), and a wholly owned subsidiary of Snail, Inc. (“Snail” and together with Snail Game, the “Company”), entered into amendments to offer letters previously entered into with (i) Hai Shi, the Company’s Founder, Chief Executive Officer, Chief Strategy Officer and Chairman of the Board of Directors (“Amendment No. 1 to Shi Offer Letter”), and (ii) Heidy Chow, the Company’s Chief Financial Officer (“Amendment No. 1 to Chow Offer Letter”), and an amendment to the employment agreement, as amended, entered into with Peter Kang, the Company’s Senior Vice President, Director of Business Development and Operations (“Amendment No. 2 to Kang Employment Agreement”). The principal purpose of these amendments was to increase, effective October 6, 2025, the annual base salaries to be paid to each of Mr. Shi, Ms. Chow and Mr. Kang as follows: $440,000, $418,000 and $330,000, respectively.
The foregoing description of Amendment No. 1 to Shi Offer Letter, Amendment No. 1 to Chow Offer Letter and Amendment No. 2 to Kang Employment Agreement is not complete and is qualified in its entirety by reference to the full text of such amendments to the offer letters and the employment agreement, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
10.1 |
Amendment No. 1, dated October 10, 2025, to Offer Letter, dated March 27, 2023, entered into by and between Snail Games USA, Inc. and Hai Shi | |
10.2 |
Amendment No. 1, dated October 10, 2025, to Offer Letter, dated August 18, 2020, entered into by and between Snail Games USA, Inc. and Heidy Chow | |
10.3 |
Amendment No. 2, dated October 10, 2025, to Employment Agreement, dated as of December 10, 2012, as amended, effective December 1, 2021, entered into by and between Snail Games USA, Inc. and Peter Kang | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SNAIL, INC. | ||
| Date: October 14, 2025 | By: | /s/ Hai Shi |
| Name: | Hai Shi | |
| Title: | Founder, Chief Executive Officer, Chief Strategy Officer and Chairman of the Board of Directors | |