FreeCast, Inc.

FreeCast, Inc. filed an S-1 registration statement to register the resale of up to 7,910,474 shares of its Class A common stock by identified selling shareholders. These shares include 4,666,667 shares from a private placement and 3,243,807 shares issuable upon exercise of pre-funded warrants. The company will not receive proceeds from this resale, but recently secured approximately $22.84 million in net proceeds from the private placement for working capital. FreeCast reported an accumulated deficit of $205.4 million as of March 31, 2026, and faces going concern doubts.

FreeCast, Inc. announced the closing of a private placement, raising approximately $23.7 million in gross proceeds. The offering included 4,666,667 shares of Class A common stock and pre-funded warrants to purchase 3,243,807 shares, priced at $3.00 per share/warrant. The company intends to use the net proceeds for working capital and general corporate purposes, strengthening its financial foundation and accelerating growth.

FreeCast, Inc. announced the issuance of 250,000 shares of its Class A common stock on May 28, 2026, following the exercise of warrants by two investors. The company received $332,500 in aggregate proceeds from this transaction. These warrants were part of an initial issuance on April 8, 2026, for 6,743,587 shares to 137 accredited investors, which had an original exercise price of $4.25 per share and an expiration of May 15, 2026. The board later amended the warrants, reducing the exercise price to $1.33 per share and extending the expiration to May 22, 2026, but the majority of warrants expired unexercised.

FreeCast, Inc. reported a net loss of $4.53 million for the three months ended March 31, 2026, an increase from $3.38 million in the prior year period. For the nine months, the net loss was $10.18 million on total revenue of $350,859. The company's cash balance significantly decreased to $119,302, and total current liabilities rose to $7.91 million. Management has raised substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative operating cash flows.

FreeCast, Inc. renewed a Revolving Convertible Promissory Note with Nextelligence, Inc. for a principal amount not to exceed $5 million. Nextelligence is controlled by FreeCast's CEO and Chairman, William A. Mobley, Jr. The new note, dated April 20, 2026, supersedes a previous note from November 21, 2025, extending its maturity and modifying conversion terms. The outstanding balance from the former note was $5,114,052, and the debt is convertible into Class A common stock at the closing market price.

FreeCast, Inc. filed an amended 8-K to correct its disclosure regarding a revolving convertible promissory note with Nextelligence, Inc., revealing an aggregate outstanding principal balance of $5,114,052 as of April 3, 2026. This correction includes an additional $225,000 drawdown on April 1, 2026, which was previously omitted. Concurrently, the company also reported an amendment to its Equity Purchase Agreement (EPA) with Amiens Technology Investments, LLC, originally established on December 8, 2025. Under this EPA, FreeCast retains the right, but not the obligation, to sell up to $50 million in Class A common stock to the investor, providing a significant potential source of capital.