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FreeCast, Inc. is registering the resale of up to 5,750,000 shares of its Class A common stock held by Amiens Technology Investments LLC under an equity line financing. The Equity Purchase Agreement allows FreeCast, at its discretion, to sell up to $50 million of stock over a 36‑month period, with the resale shares in this prospectus based on an assumed $21,735,000 draw at $3.78 per share. FreeCast will not receive proceeds from the Selling Shareholder’s resales, but may receive up to $50 million in gross proceeds from primary sales to the investor and will also issue up to $750,000 in stock as a commitment fee, which will dilute existing holders. The company operates a streaming aggregation and platform‑as‑a‑service model but has a substantial accumulated deficit and recurring losses, raising doubt about its ability to continue as a going concern. Dual‑class stock and controlled‑company status give founder William A. Mobley, Jr. majority voting power and allow exemptions from some Nasdaq governance requirements.
FreeCast, Inc. approved and issued 137 warrants to 137 accredited investors to purchase an aggregate of 6,743,587 shares of its Class A common stock. The warrants have an exercise price of $4.25 per share, were immediately exercisable upon issuance, and expire on May 15, 2026.
The warrants were issued in a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D, with recipients representing accredited investor status and acquiring the securities for investment purposes.
FreeCast, Inc. filed an amended report to correct and update details on its financing arrangements and an existing convertible note. The company clarified that, after an extra $225,000 draw on April 1, 2026, total loans under a revolving convertible note with Nextelligence reached $5,114,052 as of April 7, 2026.
FreeCast also amended its Equity Purchase Agreement with Amiens Technology Investments, which allows sales of up to $50 million of Class A common stock. The amendment lengthens the pricing period for determining purchase prices to ten trading days and doubles the time allowed to file the initial resale registration statement to thirty days.
FreeCast, Inc. updated two key financing arrangements that affect how it can raise cash and manage debt. The company amended its Equity Purchase Agreement with Amiens Technology Investments, LLC, which allows sales of up to $50 million of Class A common stock. The amendment doubles the pricing period used to calculate sale prices from five to ten trading days and gives FreeCast 30 days, instead of 15, to file the initial resale registration statement after its Nasdaq trading start on March 10, 2026.
FreeCast also detailed activity under a revolving convertible promissory note with Nextelligence, Inc., an entity controlled by its CEO. The note allows up to $5 million in borrowings at 12.0% annual interest, convertible into Class A shares at $8.00 per share. After an additional $200,000 borrowing on March 30, 2026, total principal outstanding under the note was $4,889,052 as of April 3, 2026, due no later than June 30, 2026, with an 18.0% default interest rate.
FreeCast, Inc. filed an amended quarterly report mainly to add required inline XBRL exhibits and updated CEO/CFO certifications; the financial results themselves are unchanged. For the six months ended December 31, 2025, FreeCast generated $257,950 in revenue and recorded a net loss of $5.6 million, narrowing losses from the prior year.
The company ended the period with $433,363 in cash, total assets of $1.23 million, and a working capital deficit of $3.84 million, resulting in a stockholders’ deficit of $3.55 million. Management discloses substantial doubt about FreeCast’s ability to continue as a going concern and plans to rely on additional debt and equity financing, including a related‑party revolving convertible note and a $50 million equity purchase agreement, to fund operations.
FreeCast, Inc. reported very small revenue and continued heavy losses for the six months ended December 31, 2025, and raised substantial doubt about its ability to continue as a going concern. Total revenue was $257,950 while the net loss was $5,646,331, improving from a $7,489,323 loss a year earlier.
Cash was $433,363 with a working capital deficit of $3,839,068 and an accumulated deficit of about $200.9 million. The company is funding operations largely through related-party convertible debt from Nextelligence, which totaled $2,425,552 in principal at December 31, 2025 and increased further after period end.
Subscriber counts rose from 925,270 to 1,006,203 over twelve months, but revenue per subscriber declined. Management plans to seek additional equity and debt financing and to grow advertising, FAST channel, and premium subscription revenues, but acknowledges no assurances that needed capital will be obtained.
FreeCast, Inc. reports a direct financial obligation under a related-party revolving convertible promissory note with Nextelligence, Inc., controlled by its Chief Executive Officer, William A. Mobley, Jr. The aggregate outstanding principal balance under the note is $4,689,052 as of March 23, 2026.
The note bears fixed interest at 12.0% per year, matures no later than June 30, 2026, and allows Nextelligence, at its option, to convert principal and accrued interest into Class A common stock at a conversion price of $8.00 per share. In default or certain bankruptcy events, the interest rate increases to 18.0% per year.
FreeCast, Inc. files a prospectus supplement to its resale prospectus, updating disclosures related to the resale of Class A common stock by certain selling shareholders. The Company will not receive any proceeds from sales by the selling shareholders. The supplement adds descriptive information about device distribution with Foxx Development, telecommunications and connectivity partnerships (including participation with Lifeline and the Affordable Connectivity Program), and a regional Caribbean platform deployment. Appendix A reproduces prior press releases describing these relationships and deployments.
FreeCast, Inc. describes a revolving convertible promissory note with Nextelligence, Inc., controlled by its CEO William A. Mobley, Jr., for a principal amount of not more than $5,000,000. The initial principal was $1,315,552 on November 21, 2025.
Outstanding principal rose to $2,725,552 as of January 19, 2026, and the company borrowed an additional aggregate $1,698,500 in nine draws from January 23, 2026 through March 4, 2026. As of March 5, 2026, total outstanding principal under the note is $4,424,052.
At Nextelligence’s option, the debt, including accrued interest, is convertible into Class A common stock at $8.00 per share. The note bears 12.0% annual interest, rising to 18.0% upon certain defaults, and all amounts are due no later than June 30, 2026. FreeCast may prepay with five days’ prior written notice.
FreeCast, Inc. is registering the resale of 19,782,084 shares of Class A common stock for a Nasdaq direct listing.
The prospectus describes a non‑underwritten direct listing process with Maxim Group LLC as financial advisor and discloses that founder William A. Mobley, Jr. would hold approximately 75.55% voting power if 6,946,980 converted Class B shares are sold. The company reported 988,158 total subscribers as of September 30, 2025, a three‑month revenue of $195,860 and a net loss of $(2,862,349). Auditors noted substantial doubt about the company’s ability to continue as a going concern; accumulated deficit is $198,097,550.