Form 8-K

8-K — FreeCast, Inc.

Accession: 0001213900-26-039990

Filed: 2026-04-03

Period: 2026-03-30

CIK: 0001633369

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0285121-8k_freecast.htm (Primary)

EX-10.1 — AMENDMENT TO EQUITY PURCHASE AGREEMENT BETWEEN FREECAST, INC. AND AMIENS TECHNOLOGY INVESTMENTS, LLC, DATED MARCH 30, 2026 (ea028512101ex10-1.htm)

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8-K — CURRENT REPORT

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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):

March 30, 2026

FreeCast, Inc.

(Exact name of registrant as specified in its charter)

Florida

001-43122

45-2787251

(State or other jurisdiction

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 March 30, 2026, FreeCast,

Inc., a Florida corporation (the "Company," "we" or "our") entered into an Amendment

to Equity Purchase Agreement (the "Amendment") with Amiens Technology Investments, LLC (the "Investor").

The Amendment amends an Equity Purchase Agreement (the "EPA") we entered into with the Investor on December 8, 2025,

pursuant to which the Investor has committed to purchase shares of our Class A common stock, par value $0.0001 per share. Upon the terms

and subject to the satisfaction of the conditions set forth in the EPA, we have the right, but not the obligation, to sell to the Investor,

and the Investor is obligated to purchase, up to $50 million in shares of our Class A common stock. Advances under the agreement are conditioned

on our compliance with certain customary conditions.

Pursuant to the terms of the

EPA, the purchase price of the shares of Class A common stock issued under the EPA is based on 95% of the VWAP (volume-weighted average

price) over a certain number of trading days following an advance request (the "Pricing Period"). Under the terms of

the Amendment, the Pricing Period was extended from five trading days to ten trading days following an advance request.

The Amendment also extended

the time period within which we have to file with the Securities and Exchange Commission a registration statement for the resale by the

Investor of the shares of Class A common stock issued to Investor in accordance with the EPA. Under the terms of the Amendment, the time

period within which we are required to file the initial registration statement was extended from 15 to 30 days following the trading day

immediately following March 10, 2026, the day our shares of Class A common stock began trading on Nasdaq.

Due to the change in the definition

of Pricing Period described above, Section 11.04 of the EPA was amended and restated by the Amendment so that the formula for determining

the number of Commitment Shares (as defined in the EPA) issued to the Investor on certain dates continues to be based on lower of $10

and the lowest daily VWAP of Class A shares during a five trading day period.

The full text of the Amendment

is attached as Exhibit 10.1 hereto and is incorporated by reference herein. You are urged to read said exhibit attached hereto in

its entirety.

Item 2.03 Creation of a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

In a Registration Statement

on Form S-1, Amendment 9 filed on December 9, 2025, we disclosed that on November 21, 2025, the Company entered into a revolving convertible

promissory note with Nextelligence, Inc.("Nextelligence") in the principal amount of not more than $5 million (the "Note").

Nextelligence is controlled by William A. Mobley, Jr., our Chief Executive Officer, Chairman of our board of directors and holder of the

majority voting power of the Company.

The aggregate outstanding

principal balance of all loans under the Note as of the date we entered into the Note was $1,315,552. We borrowed an additional $200,000 under the Note on March 30, 2026. As of April 3, 2026, the aggregate

outstanding principal balance of all loans under the Note is $4,889,052.

In lieu of repayment, at Nextelligence’s

option, all or part of the outstanding principal and accrued interest ("Debt") is convertible into shares of our Class

A common stock ("Shares") at a conversion price of $8.00 per Share.

All loans made under the

Note accrue interest at a fixed rate per annum equal to 12.0%. The outstanding principal and accrued and unpaid interest under the Note

are due and payable no later than June 30, 2026. We have the right to prepay the Note, in whole or in part, at any time; provided, however,

we must provide Nextelligence five days prior written notice of our intention to make such prepayment.

If we: (i) fail to comply

with any provision under the Note, including, but not limited to, failing to immediately pay all amounts due to Nextelligence when due

in accordance with the Note; or (ii) become subject to certain bankruptcy or insolvency events, at the option of Nextelligence, the unpaid

principal amount of the Note, accrued interest thereon, any fees or any other sums payable thereunder will thereafter until paid in full

bear interest at a rate per annum equal to 18.0%.

In case of a stock split,

a stock combination, or a reverse stock split of the Shares, the number of Shares into which any Debt may be converted and the conversion

price shall be proportionately adjusted.

The full text of the Note

is attached as Exhibit 4.1 hereto and is incorporated by reference herein. You are urged to read said exhibit attached hereto in

its entirety.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

4.1

Revolving Convertible Promissory Note made by FreeCast, Inc. in favor of Nextelligence, Inc., dated November 21, 2025 made by FreeCast, Inc. (incorporated by reference to Exhibit 4.15 to FreeCast, Inc. Registration Statement on Form S-1, Amendment 9 filed on December 9, 2025)

10.1

Amendment to Equity Purchase Agreement between FreeCast, Inc. and Amiens Technology Investments, LLC, dated March 30, 2026

10.2

Equity Purchase Agreement between FreeCast, Inc. and Amiens Technology Investments, LLC, dated December 8, 2025 (incorporated by reference to Exhibit 10.30 to FreeCast, Inc. Registration Statement on Form S-1, Amendment 9 filed on December 9, 2025)

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: April 3, 2026

FreeCast, Inc.

By:

/s/ William A. Mobley, Jr.

William A. Mobley, Jr.

Chief Executive Officer

EX-10.1 — AMENDMENT TO EQUITY PURCHASE AGREEMENT BETWEEN FREECAST, INC. AND AMIENS TECHNOLOGY INVESTMENTS, LLC, DATED MARCH 30, 2026

EX-10.1

Filename: ea028512101ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT TO EQUITY

PURCHASE AGREEMENT

THIS

AMENDMENT TO EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of March 30, 2026, is made by and between

FreeCast, Inc., a Florida corporation (the “Company”), and Amiens Technology Investments LLC (the “Investor”).

WHEREAS,

on December 8, 2025, the Company and the Investor entered into that certain Equity Purchase Agreement (the “Equity Purchase

Agreement”) pursuant to which, among other things, the Company agreed to issue and sell, and the Investor agreed to purchase,

certain securities of the Company.

WHEREAS,

the Company and the Investor desire to amend the Equity Purchase Agreement as set forth herein.

NOW,

THEREFORE, for other good and valuable consideration, the parties hereto hereby agree as follows:

1. All

capitalized terms used, but not otherwise defined, herein shall have the respective meanings set forth in the Equity Purchase Agreement.

2. Section

1.45 of the Equity Purchase Agreement is hereby amended and restated as follows:

“Pricing Period”

shall mean the Trading Day commencing on the Trading Day immediately following the Advance Notice Date and ending at 4:00 p.m. New York

City time (or the close of Regular Trading Hours on the Principal Market, if earlier) on the tenth (10th) Trading Day following

the Advance Notice Date.

3. Section

6.01(a) of the Equity Purchase Agreement is hereby amended and restated as follows:

Filing of a Registration Statement.

The Company shall use commercially reasonable efforts to prepare and file with the SEC a Registration Statement, or multiple Registration

Statements for the resale by the Investor of the Registrable Securities. The Company shall file a registration statement within thirty

(30) days following the Effective Date and shall use commercially reasonable efforts to have such Registration Statement declared effective

within ninety (90) days of the Effective Date. The Company shall use commercially reasonable efforts to continuously maintain the effectiveness

of the Registration Statement until all of the Registrable Securities have been sold or may be sold without restriction pursuant to Rule

144. A resale registration statement registering the resale of the Shares to be issued to the Investor pursuant to Advances under this

Agreement shall be effective before the Company may begin giving Advance Notices.

4. Section

11.04 of the Equity Purchase Agreement is hereby amended and restated as follows:

Commitment

Fee. The Company shall issue to the Investor, as a commitment fee, an amount equal to 1.5% of the Commitment Amount (the “Commitment

Fee”) by the issuance to the Investor of a number of shares of Common Stock (the “Commitment Shares”) as

follows: (i) one-third (1/3) of the Commitment Shares shall be issued to the Investor on the occurrence of the first Closing hereunder;

(ii) one-third (1/3) of the Commitment Shares shall be issued to the Investor on the date the Investor has purchased an aggregate of $15.0

million of Shares pursuant to this Agreement; and (iii) the remaining one-third (1/3) of the Commitment Shares shall be issued to the

Investor on the date the Investor has purchased an aggregate of $30.0 million of Shares pursuant to this Agreement (each, a “Commitment

Fee Measurement Date”). The number of Commitment Shares issued to the Investor on each Commitment Fee Measurement Date shall

equal one-third (1/3) of the Commitment Fee divided by the lower of (x) $10.00 and (y) the lowest daily VWAP of the Common Stock during

the five (5) Trading Days immediately preceding the applicable issuance due date. In the event the Company fails to comply with its covenants

and obligations contained in Section 6.20 or Section 6.21 contained herein, all Commitment Shares due to the Investor pursuant to this

Section 11.04 that have not been previously issued shall be automatically issued to the Investor on the date of such breach and the Company

acknowledges such issuance shall not limit any other right or remedy which may be available to the Investor at law or equity resulting

from such breach. The resale of the Commitment Shares issued hereunder shall be included on the initial Registration Statement.

5. Except

as specifically modified and amended herein, all other terms, conditions and covenants contained in the Equity Purchase Agreement shall

remain in full force and effect.

6. This

Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and

all of which together shall constitute one and the same instrument.

7. The

terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the

Company and the Investor.

8. All

questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with

Article VIII of the Equity Purchase Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the

parties hereto have duly executed this Agreement as of the day and year first above written.

COMPANY:

FREECAST, INC.

By:

/s/ William A. Mobley, Jr.

Name:

William A. Mobley, Jr.

Title:

Chief Executive Officer

INVESTOR:

AMIENS TECHNOLOGY INVESTMENTS LLC

By:

/s/ Waqas Khatri

Name:

Waqas Khatri

Title:

Director

[Signature Page to Amendment to Equity Purchase

Agreement]

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