Material Agreement (Form 8-K)

Item 1.01. Entry into Material Definitive Agreement.

Convertible Promissory Note Offering; Securities Purchase Agreement

On October 24, 2025, Snail, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") with an accredited investor (the "Investor"). Pursuant to the terms and conditions of the Securities Purchase Agreement, the Investor agreed to purchase from the Company in a private placement offering (the "Offering") an unsecured convertible promissory Note in the aggregate principal amount of $2,200,000 (the "Note"). The Note had a purchase price of $2,000,000 due to the inclusion of a 10% original issuance discount ("OID").

The Company will pay a one-time interest charge on the principal amount of the Note at a rate of 5% when such amounts become due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The maturity date is twelve (12) months from the date of issuance (the "Maturity Date"), and is the date upon which the principal amount (which includes the OID) and any accrued and unpaid interest and other fees, is due and payable.

Any outstanding principal or interest on the Note that is not paid when due will bear interest at the rate of the lesser of: (i) 10% per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid. Upon the occurrence of an event of default that has not been cured, the Note will become immediately due and payable. In addition, upon an event of default, the Company will be required to pay an amount equal to the principal amount then outstanding plus accrued interest through the date of full repayment multiplied by 120%, plus applicable costs and fees. The Company may prepay the outstanding principal amount and interest due under the Note subject to certain restrictions.

The Investor has the right at any time (subject to certain ownership limitations) to convert all or any portion of the then outstanding and unpaid principal amount of the Note into shares (the "Conversion Shares") of the Company's Class A common stock, par value $0.0001 per share (the "Class A Common Stock"). The per share conversion price (the "Conversion Price") at which principal and interest under the Note will be convertible into shares of Class A Common Stock is $5.00, subject to adjustment as provided in the Note, provided, however, that with respect to $577,500 of the outstanding amount of the Note, the Conversion Price equals the lesser of (i) $5.00, or (ii) the Market Price (which is defined as mean 92% of the lowest dollar volume weighted average price (the "VWAP") on any trading day during the five (5) trading days prior to the respective conversion date. "VWAP" means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (as defined in the Note) during the period beginning at 9:30 a.m., New York time, and ending at 4:00 p.m., New York time, as reported by Bloomberg or other similar quotation service provider designated by the Investor.

Pursuant to the Note, the Company will, at all times, reserve from its authorized and unissued shares of Class A common stock a sufficient number of shares to provide for the issuance of the Conversion Shares equal to the greater of: (i) an aggregate of 3,275,046 shares of Class A Common Stock, and (ii) an amount equal to: (a) the number of Conversion Shares issuable upon the full conversion of the Note (assuming no payment of the principal amount or interest) at a conversion price equal to the Conversion Price multiplied by (b) 1.5.

The Note are ranked as a senior unsecured obligation of the Company with priority over all existing and future unsecured indebtedness.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the Note or the Conversion Shares, nor shall there be an offer, solicitation or sale of the Note or the Conversion Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

The Securities Purchase Agreement and the Note also contain customary representations, warranties, indemnification provisions and closing conditions. The representations, warranties and covenants contained in the Securities Purchase Agreement and Note were made only for purposes of the Securities Purchase Agreement and Note and as of specific dates, were solely for the benefit of the parties to such Agreement and are subject to certain important limitations.

The foregoing is a summary description of certain terms of the Securities Purchase Agreement and the Note. For a full description of all terms, please refer to the copies of the form of the Securities Purchase Agreement and the Note that are filed herewith as Exhibit 10.1 and Exhibit 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.