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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
November 6, 2026
FreeCast, Inc.
(Exact name of registrant as specified in its charter)
| Florida |
|
001-43122 |
|
45-2787251 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
| 6901 TPC Drive, Suite 100, Orlando, Florida |
|
32822 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (407) 374-1607
n/a
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol |
|
Name of each exchange on which registered |
| Class A Common Stock, par value $0.0001 |
|
CAST |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On the evening of November
11, 2026, FreeCast, Inc., a Florida corporation (the “Company,” “we” or “our”), provided notice by
email to The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of the resignation of William P. Jennings, Jr. from our
board of directors (the “Board”) and the audit committee of the Board (the “Audit Committee”), as described under
Item 5.02 below, the Audit Committee currently consists of one member and therefore does not satisfy the applicable audit committee composition
requirement under Nasdaq Listing Rule 5605(c)(2)(A), as phased in under Nasdaq Listing Rule 5615(b)(1)(B). Mr. Jennings had served as
Chairman of the Audit Committee, had been designated by the Board as our “audit committee financial expert,” as defined in
Item 407(d)(5) of Regulation S-K, and was the Audit Committee member satisfying Nasdaq’s financial sophistication requirement under
Nasdaq Listing Rule 5605(c)(2)(A). Prior to Mr. Jennings’s resignation, we satisfied the applicable phase-in requirement.
Because the noncompliance
resulted from a single vacancy on the Audit Committee, we intend to rely on the cure period provided by Nasdaq Listing Rule 5605(c)(4)(B).
We have identified a replacement candidate who has agreed to serve and is qualified to serve as our “audit committee financial expert”
and to satisfy Nasdaq’s financial sophistication requirement. Subject to formal approval by the Board, we expect to appoint her
as a director and as a member and Chairperson of the Audit Committee, and to designate her as our audit committee financial expert, effective
November 17, 2026. We expect that the appointment will restore our compliance with the applicable audit committee composition requirement.
| Item 5.02 | Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 6, 2026, William
P. Jennings, Jr. notified the Board of his resignation from the Board and from all committees of the Board on which he served, including
his positions as Chairman of the Audit Committee and as a member of the Compensation Committee, effective immediately.
In his written resignation
notice, Mr. Jennings stated that service on the Board and as Chairman of the Audit Committee involved a significant commitment of time
and responsibility and that, in light of the absence of compensation for his service, he no longer believed it made sense for him to continue
in those roles. Before his resignation, Mr. Jennings had received and discussed preliminary proposals concerning compensation for nonemployee
directors, but no compensation arrangement had been approved by the Board as of the date of his resignation. Based on those prior discussions
and his written resignation notice, we believe that Mr. Jennings’s dissatisfaction with the absence of an approved nonemployee-director
compensation arrangement and with the compensation terms he understood were under consideration contributed, at least in part, to his
decision to resign.
At the time of his resignation,
Mr. Jennings had been designated by the Board as our “audit committee financial expert,” as defined in Item 407(d)(5) of Regulation
S-K.
A copy of Mr. Jennings’s
resignation notice is filed as Exhibit 17.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit No. |
|
Description |
| 17.1 |
|
Electronic Mail from William P. Jennings, Jr. Regarding Resignation |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 12, 2026 |
FreeCast, Inc. |
| |
|
|
| |
By: |
/s/ William A. Mobley, Jr. |
| |
|
William A. Mobley, Jr. |
| |
|
Chief Executive Officer |
