FreeCast, Inc. 8-K

What Happened
FreeCast, Inc. filed an 8-K (Apr 22, 2026) disclosing it entered a Renewal Revolving Convertible Promissory Note with Nextelligence, Inc. dated April 20, 2026, for up to $5.0 million. The Note replaces a prior Nov. 21, 2025 note, extends the maturity and changes conversion terms. Nextelligence is controlled by FreeCast CEO and Board Chair William A. Mobley, Jr. On the Note’s effective date Nextelligence elected to convert $1,714,052 of outstanding principal into 484,354 shares of Class A common stock (455,841 shares at $3.51 and 28,513 shares at $4.00). After conversions, the outstanding principal under the new Note was $3,400,000 (as of Apr 21, 2026).

Key Details

• Principal capacity: up to $5,000,000 under the Renewal Revolving Convertible Promissory Note (dated Apr 20, 2026).
• Conversion on effective date: $1,600,000 → 455,841 shares at $3.51; $114,052 → 28,513 shares at $4.00; total 484,354 shares.
• Outstanding balance after conversions: $3,400,000 (as of Apr 21, 2026). Interest: 12.0% per annum; default interest: 18.0% per annum. Maturity: no later than June 30, 2027.
• Related-party note: Nextelligence is controlled by CEO/Chair William A. Mobley, Jr.; independent directors approved conversion of the $114,052 overage at $4.00. Issuance of the Note and shares was claimed exempt from registration under Sections 4(a)(2) and 3(a)(9).

Why It Matters
This transaction affects FreeCast’s liquidity and capitalization: the company retains access to up to $5M of convertible financing, which supports near-term funding needs, but also creates potential dilution because the lender (an entity controlled by the CEO) can convert debt and accrued interest into shares at market-based conversion prices. The related-party nature of the lender and the approved conversion of an overage amount are material governance points investors should note. Investors should monitor future conversions, the remaining outstanding balance, and any further use of the facility for impact on share count and financial condition.