CAST 8-K
FreeCast, Inc. (CAST)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2026, FreeCast, Inc., a Florida corporation (the "Company," "we" or "our") entered into an Amendment to Equity Purchase Agreement (the "Amendment") with Amiens Technology Investments, LLC (the "Investor"). The Amendment amends an Equity Purchase Agreement (the "EPA") we entered into with the Investor on December 8, 2025, pursuant to which the Investor has committed to purchase shares of our Class A common stock, par value $0.0001 per share. Upon the terms and subject to the satisfaction of the conditions set forth in the EPA, we have the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to $50 million in shares of our Class A common stock. Advances under the agreement are conditioned on our compliance with certain customary conditions.
Pursuant to the terms of the EPA, the purchase price of the shares of Class A common stock issued under the EPA is based on 95% of the VWAP (volume-weighted average price) over a certain number of trading days following an advance request (the "Pricing Period"). Under the terms of the Amendment, the Pricing Period was extended from five trading days to ten trading days following an advance request.
The Amendment also extended the time period within which we have to file with the Securities and Exchange Commission a registration statement for the resale by the Investor of the shares of Class A common stock issued to Investor in accordance with the EPA. Under the terms of the Amendment, the time period within which we are required to file the initial registration statement was extended from 15 to 30 days following the trading day immediately following March 10, 2026, the day our shares of Class A common stock began trading on Nasdaq.
Due to the change in the definition of Pricing Period described above, Section 11.04 of the EPA was amended and restated by the Amendment so that the formula for determining the number of Commitment Shares (as defined in the EPA) issued to the Investor on certain dates continues to be based on lower of $10 and the lowest daily VWAP of Class A shares during a five trading day period.
The full text of the Amendment is attached as Exhibit 10.1 hereto and is incorporated by reference herein. You are urged to read said exhibit attached hereto in its entirety.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
In a Registration Statement on Form S-1, Amendment 9 filed on December 9, 2025, we disclosed that on November 21, 2025, the Company entered into a revolving convertible promissory note with Nextelligence, Inc.("Nextelligence") in the principal amount of not more than $5 million (the "Note"). Nextelligence is controlled by William A. Mobley, Jr., our Chief Executive Officer, Chairman of our board of directors and holder of the majority voting power of the Company.
The aggregate outstanding principal balance of all loans under the Note as of the date we entered into the Note was $1,315,552. We borrowed an additional $200,000 under the Note on March 30, 2026. As of April 3, 2026, the aggregate outstanding principal balance of all loans under the Note is $4,889,052.
In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest ("Debt") is convertible into shares of our Class A common stock ("Shares") at a conversion price of $8.00 per Share.
All loans made under the Note accrue interest at a fixed rate per annum equal to 12.0%. The outstanding principal and accrued and unpaid interest under the Note are due and payable no later than June 30, 2026. We have the right to prepay the Note, in whole or in part, at any time; provided, however, we must provide Nextelligence five days prior written notice of our intention to make such prepayment.
If we: (i) fail to comply with any provision under the Note, including, but not limited to, failing to immediately pay all amounts due to Nextelligence when due in accordance with the Note; or (ii) become subject to certain bankruptcy or insolvency events, at the option of Nextelligence, the unpaid principal amount of the Note, accrued interest thereon, any fees or any other sums payable thereunder will thereafter until paid in full bear interest at a rate per annum equal to 18.0%.
In case of a stock split, a stock combination, or a reverse stock split of the Shares, the number of Shares into which any Debt may be converted and the conversion price shall be proportionately adjusted.
The full text of the Note is attached as Exhibit 4.1 hereto and is incorporated by reference herein. You are urged to read said exhibit attached hereto in its entirety.
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Item 9.01 Financial Statements and Exhibits
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 3, 2026 | FreeCast, Inc. | |
| By: | /s/ William A. Mobley, Jr. | |
| William A. Mobley, Jr. | ||
| Chief Executive Officer | ||
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Exhibit 10.1
AMENDMENT TO EQUITY PURCHASE AGREEMENT
THIS AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2026, is made by and between FreeCast, Inc., a Florida corporation (the “Company”), and Amiens Technology Investments LLC (the “Investor”).
WHEREAS, on December 8, 2025, the Company and the Investor entered into that certain Equity Purchase Agreement (the “Equity Purchase Agreement”) pursuant to which, among other things, the Company agreed to issue and sell, and the Investor agreed to purchase, certain securities of the Company.
WHEREAS, the Company and the Investor desire to amend the Equity Purchase Agreement as set forth herein.
NOW, THEREFORE, for other good and valuable consideration, the parties hereto hereby agree as follows:
1. All capitalized terms used, but not otherwise defined, herein shall have the respective meanings set forth in the Equity Purchase Agreement.
2. Section 1.45 of the Equity Purchase Agreement is hereby amended and restated as follows:
“Pricing Period” shall mean the Trading Day commencing on the Trading Day immediately following the Advance Notice Date and ending at 4:00 p.m. New York City time (or the close of Regular Trading Hours on the Principal Market, if earlier) on the tenth (10th) Trading Day following the Advance Notice Date.
3. Section 6.01(a) of the Equity Purchase Agreement is hereby amended and restated as follows:
Filing of a Registration Statement. The Company shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement, or multiple Registration Statements for the resale by the Investor of the Registrable Securities. The Company shall file a registration statement within thirty (30) days following the Effective Date and shall use commercially reasonable efforts to have such Registration Statement declared effective within ninety (90) days of the Effective Date. The Company shall use commercially reasonable efforts to continuously maintain the effectiveness of the Registration Statement until all of the Registrable Securities have been sold or may be sold without restriction pursuant to Rule 144. A resale registration statement registering the resale of the Shares to be issued to the Investor pursuant to Advances under this Agreement shall be effective before the Company may begin giving Advance Notices.
4. Section 11.04 of the Equity Purchase Agreement is hereby amended and restated as follows:
Commitment Fee. The Company shall issue to the Investor, as a commitment fee, an amount equal to 1.5% of the Commitment Amount (the “Commitment Fee”) by the issuance to the Investor of a number of shares of Common Stock (the “Commitment Shares”) as follows: (i) one-third (1/3) of the Commitment Shares shall be issued to the Investor on the occurrence of the first Closing hereunder; (ii) one-third (1/3) of the Commitment Shares shall be issued to the Investor on the date the Investor has purchased an aggregate of $15.0 million of Shares pursuant to this Agreement; and (iii) the remaining one-third (1/3) of the Commitment Shares shall be issued to the Investor on the date the Investor has purchased an aggregate of $30.0 million of Shares pursuant to this Agreement (each, a “Commitment Fee Measurement Date”). The number of Commitment Shares issued to the Investor on each Commitment Fee Measurement Date shall equal one-third (1/3) of the Commitment Fee divided by the lower of (x) $10.00 and (y) the lowest daily VWAP of the Common Stock during the five (5) Trading Days immediately preceding the applicable issuance due date. In the event the Company fails to comply with its covenants and obligations contained in Section 6.20 or Section 6.21 contained herein, all Commitment Shares due to the Investor pursuant to this Section 11.04 that have not been previously issued shall be automatically issued to the Investor on the date of such breach and the Company acknowledges such issuance shall not limit any other right or remedy which may be available to the Investor at law or equity resulting from such breach. The resale of the Commitment Shares issued hereunder shall be included on the initial Registration Statement.
5. Except as specifically modified and amended herein, all other terms, conditions and covenants contained in the Equity Purchase Agreement shall remain in full force and effect.
6. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument.
7. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Company and the Investor.
8. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with Article VIII of the Equity Purchase Agreement.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.
| COMPANY: | ||
| FREECAST, INC. | ||
| By: | /s/ William A. Mobley, Jr. | |
| Name: | William A. Mobley, Jr. | |
| Title: | Chief Executive Officer | |
| INVESTOR: | ||
| AMIENS TECHNOLOGY INVESTMENTS LLC | ||
| By: | /s/ Waqas Khatri | |
| Name: | Waqas Khatri | |
| Title: | Director | |
[Signature Page to Amendment to Equity Purchase Agreement]