FreeCast, Inc. 8-K

What Happened

• FreeCast, Inc. (CAST) announced an amendment (dated March 30, 2026) to its December 8, 2025 Equity Purchase Agreement (EPA) with Amiens Technology Investments, LLC, under which Amiens committed to purchase up to $50 million of Class A common stock. The Amendment extends the EPA’s Pricing Period from five trading days to ten trading days and lengthens the time to file an initial resale registration statement with the SEC (from 15 to 30 days following the trading day after March 10, 2026, when FreeCast began trading on Nasdaq).
• The company also disclosed details about a related-party revolving convertible promissory note with Nextelligence, Inc. (controlled by CEO William A. Mobley, Jr.). As of April 3, 2026, the outstanding principal under the Note is $4,889,052 (including a $200,000 draw on March 30, 2026). The Note (dated November 21, 2025) bears 12% interest, matures June 30, 2026, and is convertible at Nextelligence’s option into Class A shares at $8.00 per share.

Key Details

• EPA amendment dated March 30, 2026: Pricing Period extended 5 → 10 trading days; resale registration filing window extended 15 → 30 days after the relevant Nasdaq trading date.
• EPA commitment: Investor obligated to purchase up to $50 million of Class A common stock; purchase price based on 95% of VWAP during the Pricing Period.
• Convertible Note: Outstanding balance $4,889,052 (as of April 3, 2026); fixed 12% annual interest; conversion price $8.00/share; maturity June 30, 2026. If fully converted at current balance, ~611,000 shares would be issued (4,889,052 / $8.00).
• Related-party disclosure: Nextelligence is controlled by FreeCast’s CEO and majority voting holder William A. Mobley, Jr.

Why It Matters

• Potential dilution: The Amiens EPA (up to $50M) and the Nextelligence convertible note create pathways for new shares to be issued, which can dilute existing shareholders. The EPA pricing (95% of VWAP) and the extended Pricing Period may affect the price at which shares are sold under the facility.
• Near-term funding and obligations: The Nextelligence Note is sizable, related-party, and due June 30, 2026; its conversion feature or required repayment could materially affect capital structure in the near term. Investors should monitor subsequent filings for actual draws, conversions, sales under the EPA, and the company’s plans to repay or convert the Note.