FreeCast (Nasdaq: CAST) prices $23.7M private placement financing

Rhea-AI Filing Summary

FreeCast, Inc. entered into a securities purchase agreement for a private placement of 4,666,667 shares of Class A common stock and pre-funded warrants to purchase 3,243,807 shares, at $3.00 per share or warrant, for aggregate gross proceeds of approximately $23.7 million.

The company plans to use net proceeds for working capital and general corporate purposes, with specific limits on using funds for debt repayment, redemptions, or litigation settlements. Pre-funded warrants carry a $0.0001 exercise price, a 9.99% beneficial ownership cap, and require shareholder approval. FreeCast agreed to file a resale registration statement and may owe 1.5% monthly liquidated damages if registration deadlines are missed. A.G.P./Alliance Global Partners acted as placement agent and received tiered cash fees on the capital raised.

Insights

Capital markets analyst

FreeCast raises $23.7M via a structured private placement with registration deadlines.

FreeCast completed a private placement of common stock and pre-funded warrants, raising approximately $23.7 million at $3.00 per security. This adds new capital from both new institutional and existing long-term investors, earmarked mainly for working capital and general corporate purposes.

The deal mixes immediate shares with pre-funded warrants, which have a nominal $0.0001 exercise price, no expiration, and a 9.99% beneficial ownership cap per investor. This structure allows investors to manage ownership levels while still committing capital upfront at the same economic price.

A registration rights agreement obligates the company to file a resale registration statement within 12 trading days and seek effectiveness within 15 to 45 days, depending on SEC review. Failure to keep resale available can trigger 1.5% monthly cash liquidated damages on each investor’s subscription amount, so meeting these timelines and maintaining an effective registration will be operationally important.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Common shares issued: 4,666,667 shares Pre-funded warrant shares: 3,243,807 shares Purchase price: $3.00 per share/warrant +5 more

8 metrics

Common shares issued 4,666,667 shares Class A common stock sold in private placement

Pre-funded warrant shares 3,243,807 shares Underlying common stock for pre-funded warrants

Purchase price $3.00 per share/warrant Private placement pricing

Gross proceeds $23.7 million Aggregate gross proceeds from private placement

Warrant exercise price $0.0001 per share Exercise price of pre-funded warrants

Ownership cap 9.99% Maximum beneficial ownership per warrant holder

Liquidated damages rate 1.5% per month Applied to each investor’s subscription amount after Events

Placement agent fee (new investors) 5.0% of gross proceeds Cash fee on proceeds from new institutional investors

Key Terms

private placement, Pre-Funded Warrants, Registration Rights Agreement, liquidated damages, +2 more

6 terms

private placement financial

"for a private placement of: (i) 4,666,667 shares of our Class A common stock"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Pre-Funded Warrants financial

"pre-funded warrants to purchase 3,243,807 shares of Common Stock (the “Pre-Funded Warrants”)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Registration Rights Agreement financial

"the Company entered into a Registration Rights Agreement with the Investors"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

liquidated damages financial

"an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.5%"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

Regulation D financial

"Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

beneficially owned financial

"if such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the Investor"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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Understanding 8-K Material Events →

Available on EDGAR 07/06/2026 - 06:07 AM Accepted by SEC EDGAR 07/02/2026 - 07:48 PM Learn about SEC filing dates

FAQ

What did FreeCast (CAST) announce in this 8-K filing?

FreeCast announced a private placement of 4,666,667 Class A common shares and pre-funded warrants for 3,243,807 shares, at $3.00 per security, raising approximately $23.7 million in gross proceeds. The financing involves new institutional and existing long-term investors.

How much capital is FreeCast (CAST) raising and at what price?

FreeCast is raising approximately $23.7 million in gross proceeds through a private placement. Investors are purchasing common stock and pre-funded warrants at a price of $3.00 per share or pre-funded warrant, before deducting placement agent fees and other offering expenses.

What securities are included in FreeCast’s new financing?

The financing includes 4,666,667 shares of Class A common stock and pre-funded warrants exercisable for 3,243,807 additional common shares. The pre-funded warrants have a $0.0001 per-share exercise price, are exercisable after shareholder approval, and remain outstanding until fully exercised.

How will FreeCast (CAST) use the proceeds from the private placement?

FreeCast plans to use the net proceeds for working capital and general corporate purposes. The company agreed not to use funds to repay most debt, redeem equity, settle outstanding litigation, or in ways that would violate the Foreign Corrupt Practices Act or OFAC regulations.

What are the key terms of FreeCast’s pre-funded warrants?

The pre-funded warrants carry a purchase price effectively equal to $3.00 per underlying share, with a nominal $0.0001 exercise price. They are exercisable after shareholder approval, do not expire until exercised, and include a 9.99% beneficial ownership cap for each investor and its affiliates.

What registration obligations did FreeCast (CAST) agree to for this deal?

FreeCast agreed to file a registration statement for the resale of all registrable securities within 12 trading days and seek SEC effectiveness within 15 to 45 days, depending on review. If investors cannot resell for specified periods, the company owes 1.5% monthly cash liquidated damages on their subscription amounts.

What compensation did A.G.P./Alliance Global Partners receive in FreeCast’s financing?

A.G.P./Alliance Global Partners acted as sole placement agent and received a cash fee equal to 5.0% of gross proceeds from new institutional investors and 1.0% of gross proceeds from existing investors. This compensation is paid from the transaction’s overall proceeds.

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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): July 2, 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 1.01 Entry into a Material Definitive Agreement.

On June 30, 2026, FreeCast, Inc., a Florida corporation (the "Company," "we," "us" or "our") entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with new institutional and existing long term investors (the “Investors”) for a private placement of: (i) 4,666,667 shares of our Class A common stock, par value $0.0001 per share (the “Common Stock”); and (ii) pre-funded warrants to purchase 3,243,807 shares of Common Stock (the “Pre-Funded Warrants” and, together with the Common Stock, the “Securities”) at a purchase price of $3.00 per share of Common Stock and Pre-Funded Warrant.

The private placement closed on July 2, 2026. We received aggregate gross proceeds from the private placement of approximately $23.7 million, before deducting estimated placement agent commissions and expenses, which are payable by us.

The Securities Purchase Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations of the Company and the Investors, other obligations of the parties and termination provisions. The representations, warranties and covenants in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

We agreed to use the net proceeds from the private placement for working capital and general corporate purposes. However, we cannot use any net proceeds: (i) for the satisfaction of any portion of our debt (other than payment of trade payables in the ordinary course of our business and prior practices); (ii) for the redemption of any Common Stock or securities convertible into Common Stock; (iii) for the settlement of any outstanding litigation; or (iv) in violation of the Foreign Corrupt Practices Act of 1977, as amended, or the regulations promulgated by the Office of Foreign Assets Control of the U.S. Treasury Department. The Securities Purchase Agreement is governed by the laws of the State of New York.

We also agreed that, from the date of the Securities Purchase Agreement until 30 days after the date that the resale registration statement required by the Registration Rights Agreement (as defined below) becomes effective (the “Effective Date”), we will not: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities convertible into Common Stock; or (ii) file any registration statement or amendment or supplement thereto, other than the registration statement to register the Securities or filing a registration statement on Form S-8 in connection with any employee benefit plan.

The purchase price of each Pre-Funded Warrant equals $3.00 per share minus the $0.0001 exercise price per share of the Pre-Funded Warrant. The Pre-Funded Warrants are exercisable at any time after their original issuance, and will not expire until exercised in full. In accordance with the Nasdaq Global Market rules, the Pre-Funded Warrants are subject to shareholder approval, which we will obtain via written consent without a meeting.

The Pre-Funded Warrants provide that the Investor will not have the right to exercise any portion thereof if such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.

In connection with the private placement, the Company entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”) requiring the Company to file a registration statement covering the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement) with the Securities and Exchange Commission (the “SEC”) no later than the 12th trading day following the date of the Registration Rights Agreement, and have the registration statement declared effective by the SEC as promptly as practicable after the filing thereof, but in any event no later than 15th calendar day following the date of the Registration Rights Agreement, or in the event of a “limited review” by the SEC, the 30th day following the date of the Registration Rights Agreement, or in the event of a “full review” by the SEC, the 45th day following the date of the Registration Rights Agreement.

1

Upon the occurrence of any Event (as defined in the Registration Rights Agreement), which, among others, prohibits the Investor from reselling the Securities for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period, the Company is obligated to pay to the Investor, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate subscription amount paid by such Investor pursuant to the Securities Purchase Agreement.

We may not file any other registration statements until all Registrable Securities (as defined in the Registration Rights Agreement) are registered pursuant to a registration statement that is declared effective by the SEC, provided that the Company may file amendments to registration statements filed prior to the date of the Registration Rights Agreement so long as no new securities are registered on any such existing registration statements. All fees and expenses incident to the performance of or compliance with the Registration Rights Agreement by the Company will be borne by the Company, whether or not any Registrable Securities (as defined in the Registration Rights Agreement) are sold pursuant to a registration statement.

In connection with the private placement, on June 30, 2026, we entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners (the “Placement Agent”). As part of its compensation for acting as Placement Agent for the private placement, we paid the Placement Agent a cash fee of 5.0% of the aggregate gross proceeds raised from the sale of the Securities sold to new institutional investors and 1.0% of the aggregate gross proceeds raised from the sale of the Securities sold to existing investors.

The above summary of the private placement, the Pre-Funded Warrants, the Placement Agency Agreement, the Securities Purchase Agreement and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such applicable agreements, copies of which are attached as Exhibits 4.1, 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there be any offer, solicitation, or sale of Common Stock in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 3.02 Unregistered Sale of Equity Securities.

The information contained above in Item 1.01 of this Current Report on Form 8-K related to the Securities is hereby incorporated by reference into this Item 3.02. The Securities and the Placement Agent Warrants were sold without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.

Item 7.01 Regulation FD Disclosure.

On July 1, 2026, FreeCast, Inc. issued a press release announcing the pricing of the private placement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

This information and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act or the Securities Exchange Act of 1934, as amended, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.

We do not have, and expressly disclaims, any obligation to release publicly any updates or any changes in its expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

2

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
4.1		Form of Pre-Funded Warrant
10.1		Placement Agency Agreement between FreeCast, inc. and A.G.P./Alliance Global Partners, dated June 30, 2026.
10.2		Form of Securities Purchase Agreement
10.3		Form of Registration Rights Agreement
99.1		Press Release, dated July 1, 2026, issued by FreeCast, Inc. announcing the pricing of the private placement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: July 2, 2026	FreeCast, Inc.
	By:	/s/ William A. Mobley, Jr.
		William A. Mobley, Jr.
		Chief Executive Officer

4

Exhibit 99.1

FreeCast Announces Pricing of a $23.7 Million Private Placement of Common Stock with New Institutional and Existing Long-Term Investors

FreeCast, Inc. (Nasdaq: CAST), a provider of next-generation streaming media Platform-as-a-Service (PaaS) solutions (the "Company"), today announced that it has entered into securities purchase agreements with new institutional and existing long term investors for the purchase and sale of 4,666,667 shares of its Class A common stock (the “Common Stock”) and pre-funded warrants to purchase 3,243,807 shares of Common Stock in a private placement transaction. The pre-funded warrants have an exercise price of $0.0001 per share, will be exercisable immediately following receipt of shareholder approval and do not expire until the pre-funded warrant is exercised. The gross proceeds from the offering are expected to be approximately $23.7 million, before deducting placement agent fees and other estimated offering expenses.

The closing of the offering is expected to occur on or about July 2, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes.

William A. Mobley, Chief Executive Officer of FreeCast, commented, “This $23.7 million financing marks an important milestone for FreeCast and reflects the significant progress we have made. We are grateful for the continued support of our existing investors and pleased to welcome new long-term, fundamental investors as we strengthen our financial foundation and accelerate our next phase of growth.”

A.G.P./Alliance Global Partners is acting as sole placement agent for the offering.

The offer and sale of the foregoing securities is being made in reliance on an exemption from the registration requirement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder, and applicable state securities laws, and the securities have not been and will not initially be registered under the Securities Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to the terms of the securities purchase agreement entered into with the investors, the Company has agreed to file a registration statement with the U.S. Securities and Exchange Commission (the "SEC") covering the resale of the shares of Common Stock and shares of Common Stock underlying pre-funded warrants sold in the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About FreeCast

FreeCast, Inc. (Nasdaq: CAST) is a technology company delivering a cloud-based Platform-as-a-Service (PaaS) that enables telecommunications providers, internet service providers, broadband operators, utilities, hospitality organizations, and other enterprises to deploy branded streaming media platforms. FreeCast's technology integrates live television, streaming services, on-demand programming, free ad-supported channels, and digital media experiences into a unified consumer interface across connected devices.

Important Cautions Regarding Forward-Looking Statements

All statements other than statements of historical facts included in this press release are "forward-looking statements" (as defined in the Private Securities Litigation Reform Act of 1995). Generally, such forward-looking statements include statements regarding expectations, possible or assumed future actions, the use of proceed from the offering, business strategies, events or results of operations, including statements regarding expectations or predictions or future financial or business performance or conditions and those statements that use forward-looking words such as "projected," "expect," "possibility" and "anticipate," or similar expressions. The achievement or success of the matters covered by such forward-looking statements involve significant risks, uncertainties, and assumptions. Actual results could differ materially from current projections or implied results. The Company cautions that statements and assumptions made in this news release constitute forward-looking statements and make no guarantee of future performance. Forward-looking statements are based on estimates and opinions of management at the time statements are made. The information set forth herein speaks only as of the date hereof. The Company and its management are under no obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statements following the date of this news release, whether because of new information, future events or otherwise, except as required by law.

Contact:

pr@freecast.com
(407) 374-1607
http://freecast.com

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 PRESS RELEASE, DATED JULY 1, 2026, ISSUED BY FREECAST, INC. ANNOUNCING THE PRICI 10.1 KB

Agreements & Contracts

• EX-10.1 PLACEMENT AGENCY AGREEMENT BETWEEN FREECAST, INC. AND A.G.P./ALLIANCE GLOBAL PAR 41.1 KB
• EX-10.2 FORM OF SECURITIES PURCHASE AGREEMENT 216.7 KB
• EX-10.3 FORM OF REGISTRATION RIGHTS AGREEMENT 144.1 KB

Other Documents

• EX-4.1 FORM OF PRE-FUNDED WARRANT 97.8 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB