FreeCast, Inc. 8-K

What Happened FreeCast, Inc. (CAST) filed an 8-K reporting that it has a revolving convertible promissory note with Nextelligence, Inc., a company controlled by FreeCast’s CEO and chairman, William A. Mobley, Jr. The Note (dated November 21, 2025) allows borrowings up to $5.0 million; as of March 23, 2026 the aggregate outstanding principal under the Note was $4,689,052. Nextelligence may, in lieu of repayment, convert all or part of outstanding principal and accrued interest into Class A common stock at $8.00 per share.

Key Details

• Note date: November 21, 2025; additional draws of $265,000 were made March 11–19, 2026. Original outstanding when Note was entered: $1,315,552.
• Outstanding principal as of March 23, 2026: $4,689,052 (maximum facility size $5,000,000).
• Interest: fixed 12.0% per year; default/penalty rate 18.0% if certain defaults or insolvency events occur.
• Maturity: all unpaid principal and accrued interest due no later than June 30, 2026. Company may prepay (needs five days’ prior written notice). Conversion price: $8.00 per share; conversion applies to principal and accrued interest and is adjustable for stock splits.

Why It Matters This filing discloses additional short-term, related-party financing that materially increases FreeCast’s debt load and gives the lender (controlled by the CEO/major shareholder) the option to convert debt into equity at a fixed $8/share price. Key investor considerations include the near-term maturity (June 30, 2026), high interest rate (12% with an 18% default rate), potential dilution if conversion occurs, and the related-party nature of the lender, which may affect governance and shareholder interests.