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FreeCast, Inc. S-1 Filings

CAST NASDAQ

Every S-1 that FreeCast, Inc. (CAST) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A S-1 covers the registration statement a company files to sell shares publicly, so if you follow CAST and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CAST filings page.

Rhea-AI Summary

FreeCast, Inc. is registering the resale of up to 7,910,474 shares of Class A common stock, all offered by selling shareholders who acquired the shares or pre‑funded warrants in a June–July 2026 private placement; FreeCast will not sell shares or receive proceeds from these resales.

The registered shares comprise 4,666,667 private placement shares sold at $3.00 per share and 3,243,807 shares issuable on exercise of pre‑funded warrants sold at $2.9999 with a $0.0001 exercise price. That private placement closed with gross proceeds of approximately $23.73 million and net proceeds of about $22.84 million, earmarked for working capital and general corporate purposes.

FreeCast operates a streaming aggregation and Platform‑as‑a‑Service model, using its SmartGuide technology to unify content across devices, but scale remains early: total revenue was $628,149 in fiscal 2025 with a net loss of $14,065,948, and for the nine months ended March 31, 2026 the net loss was $10,180,305. As of March 31, 2026, the company reports 1,024,592 total subscribers (mostly ad‑supported) yet states this cumulative metric includes inactive accounts and does not reflect active usage. It has an accumulated deficit of $205,415,506, a stockholders’ deficit and an auditor’s going‑concern paragraph, even after the 2026 capital raise. Voting control is concentrated: Class B shares carry 15 votes each and are held by founder and CEO William A. Mobley Jr., who is expected to control about 75.55% of voting power, making FreeCast a Nasdaq “controlled company” that uses certain reduced governance requirements.

Rhea-AI Summary

FreeCast, Inc. is registering the resale of up to 7,910,474 shares of Class A common stock by selling shareholders, including 4,666,667 shares issued in a June 30, 2026 private placement and 3,243,807 shares issuable upon exercise of pre-funded warrants. The company is not selling shares in this offering and will not receive proceeds from these resales.

FreeCast operates a streaming aggregation and Platform-as-a-Service model but remains highly unprofitable. Revenue was $628,149 in the year ended June 30, 2025 and $350,859 for the nine months ended March 31, 2026, while net losses were $14,065,948 and $10,180,305, respectively. As of March 31, 2026 it had an accumulated deficit of $205,415,506 and an auditor going concern warning. A July 2026 private placement generated approximately $23.73 million in gross proceeds ($22.84 million net) for working capital and general corporate purposes.

The capital structure uses dual‑class shares; founder and CEO William A. Mobley, Jr. controls over half of the voting power through high‑vote Class B stock, making FreeCast a Nasdaq “controlled company.” Class A shares trade on the Nasdaq Global Market under the symbol CAST; the last reported price on July 15, 2026 was $2.60 per share.

Rhea-AI Summary

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.

Rhea-AI Summary

FreeCast, Inc. is registering the resale of up to 19,782,084 shares of Class A common stock by existing shareholders in connection with a planned direct listing on the Nasdaq Global Market under the symbol “CAST.” These are secondary sales; the company will not receive any proceeds from share sales by the registered shareholders.

FreeCast operates a technology-driven streaming aggregation platform, using its SmartGuide service to unify content and distribution for consumers and partners. The company has a dual‑class structure; Class B shares carry 15 votes each, and founder/CEO William A. Mobley Jr. is expected to retain about 75.55% of the voting power after the offering, making FreeCast a “controlled company” under Nasdaq rules.

As of the date of the prospectus, total common stock outstanding is 40,857,460 sharesSeptember 30, 2025, revenue was $195,860 and net loss was $2,862,349, with an accumulated deficit of $198,097,550, and auditors raised substantial doubt about the company’s ability to continue as a going concern.

Rhea-AI Summary

FreeCast, Inc. is registering the resale of up to 19,782,084 shares of Class A common stock in connection with a direct listing on the Nasdaq Capital Market under the symbol “CAST.” All registered shares are being sold by existing shareholders, so FreeCast will not receive any proceeds from these resales.

The company operates a technology-driven streaming aggregation platform that licenses its SmartGuide® service to consumer brands, device makers, ISPs and other partners, offering a cable‑style guide to organize content from hundreds of channels and major streaming apps. As of September 30, 2025, it had 988,158 total subscribers, mostly ad‑supported users.

FreeCast reported revenue of $195,860 and a net loss of $2,862,349 for the quarter ended September 30, 2025, and had an accumulated deficit of $198,097,550, with auditors raising substantial doubt about its ability to continue as a going concern. After the listing, there will be 40,857,460 total Class A and B shares outstanding, and CEO William A. Mobley Jr. is expected to control about 75.55% of voting power, making FreeCast a “controlled company” that may rely on reduced Nasdaq governance requirements.

Rhea-AI Summary

FreeCast, Inc. is registering up to 19,782,084 shares of Class A common stock for resale by existing shareholders in connection with a direct listing on the Nasdaq Global Market under the symbol “CAST”. This is a secondary offering, so the company will not receive any proceeds from share sales.

FreeCast operates a technology-driven streaming aggregation platform that unifies TV and online video into a single SmartGuide interface, licensing its platform to consumer-facing partners and offering both ad-supported and paid services. As of September 30, 2025, it reported 988,158 subscribers, including 974,222 ad-supported and 13,936 paid users. For the quarter ended that date, revenue was $195,860 with a net loss of $2,862,349, and it has an accumulated deficit of $198,097,550, leading auditors to raise substantial doubt about its ability to continue as a going concern.

The company has a dual-class share structure; founder and CEO William A. Mobley Jr. will retain majority voting control and FreeCast will qualify as a Nasdaq “controlled company,” allowing it to opt out of certain corporate governance requirements. The listing will not proceed if Nasdaq does not approve the company’s application.

Rhea-AI Summary

FreeCast, Inc. amended its S-1 registration and filed financial statements showing limited operating revenue but significant losses and a deficient balance sheet. For the year ended June 30, 2025 the company reported related-party FAST revenue of $221,894 and ad revenue of $271,638, while cost of revenue and operating expenses totaled materially more than sales, including operating costs and expenses of $8,029,108. Total assets were reported at $1,388,516 (one period) with total liabilities of $6,242,024, producing a shareholders’ deficit of $(4,853,508) in one column and $(117,669,583) in another. The statement of cash flows shows a net decrease in cash of $(4,669,164) and a cash balance line showing $5,000,000 in one period and $0 in another. The filing lists material contracts, warrants, notes, related-party agreements, significant equity holders, stock option and warrant activity, and estimated Nasdaq listing fees and professional expenses related to the offering.