FreeCast, Inc. 8-K/A

What Happened

• FreeCast, Inc. announced on March 30, 2026 an Amendment to its Equity Purchase Agreement (EPA) with Amiens Technology Investments, LLC (original EPA dated December 8, 2025). Under the EPA Amiens committed to purchase up to $50 million of FreeCast Class A common stock; purchase price is 95% of the VWAP over a defined Pricing Period following each advance request.
• The Amendment extended the Pricing Period from five trading days to ten trading days and extended the company’s deadline to file an initial registration statement for resale of the issued shares from 15 to 30 days following the trading day after March 10, 2026 (the day FreeCast began trading on Nasdaq). The Amendment also revised Section 11.04 so that the formula for certain Commitment Shares remains based on the lower of $10 and the lowest daily VWAP during a five trading day period.
• The company also corrected prior disclosure to report an additional $225,000 drawdown on April 1, 2026; after this, the aggregate outstanding principal under its revolving convertible promissory note was $5,114,052 as of April 3, 2026.

Key Details

• EPA commitment: up to $50 million in Class A common stock purchases (Investor: Amiens Technology Investments, LLC).
• Pricing: purchase price equals 95% of VWAP; Pricing Period extended from 5 to 10 trading days.
• Registration filing window: initial registration statement filing deadline extended from 15 to 30 days after the trading day immediately following March 10, 2026.
• Debt update: additional $225,000 drawdown on April 1, 2026 corrected the outstanding convertible note balance to $5,114,052 (as of April 3, 2026).

Why It Matters

• The Amendment changes how quickly and at what price investor purchases under the EPA may be executed (longer VWAP window), which can affect the average price at which shares are sold into the market and potential dilution to existing shareholders.
• Extending the registration filing deadline gives FreeCast more time to register shares for resale, which affects when Amiens can freely resell stock and can influence future share supply.
• The corrected drawdown and updated $5.11 million outstanding convertible note balance are material to understanding the company’s near-term financing obligations and potential future dilution from conversion.