Snail — $3.30M Form D filing, March 2025

What the filing says

• Offered: $11,000,000. Sold: $3,300,000. Left to sell: $7,700,000. (filing)
• Investors: 2 had already invested. (filing)
• Date of first sale: February 21, 2025. (filing)
• Types of securities: Equity; Debt; Securities to be acquired on exercise of an option, warrant or other right; Other: Convertible Promissory Notes convertible, at any time at the election of the holder, into shares of the Company's Class A common stock.. (filing)
• Item 16: the filing reports that none of the proceeds goes to executive officers, directors or promoters. It adds: “While no offering proceeds are set aside for payments to the named executive officers or directors, it is possible that some proceeds to be used as working capital will be used indirectly for paying salaries to employees, including executive officers.” (filing)
• On the amounts offered and sold: the filing adds “Up to $11,000,000 of Convertible Promissory Notes (the "Notes") may be issued. On February 21, 2025, Snail, Inc. issued two Notes to two investors in the aggregate principal amount of $3,300,000, which included a 10% original issuance discount.” (filing)
• On sales commissions and finders' fees: the filing adds “No sales commissions or finder's fees were paid by the Company in connection with the offering of the Notes; however, the Company paid $15,000 to cover the expenses of the legal counsel to the purchasers of the Notes.” (filing)

This is the company's own disclosure. A payment disclosed on a Form D is a disclosed use of proceeds, not a finding of wrongdoing.

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