FreeCast, Inc. Files Amendment No. 1 to Form 8-K: Key Correction on Revolving Convertible Note Balance

Orlando, FL – April 7, 2026: FreeCast, Inc. (NASDAQ: CAST), a Florida-based technology company, has filed an amended Current Report on Form 8-K/A with the Securities and Exchange Commission. This amendment is notable for investors and shareholders as it corrects a previously understated financial obligation and provides greater clarity on recent material agreements.

Key Highlights from the Amended Report

• Material Correction to Financial Disclosure: The amendment corrects the aggregate outstanding principal balance of all loans under a revolving convertible promissory note with Nextelligence, Inc. as of April 3, 2026. The original 8-K, filed on April 3, failed to account for an additional drawdown.
• Revised Loan Balance: After including a \$225,000 drawdown made on April 1, 2026, the total outstanding principal balance under the note is now \$5,114,052.
• This Correction is Price Sensitive: Accurate reporting of direct financial obligations is crucial for shareholder evaluation of the company’s leverage, financial health, and risk exposure. A higher debt load can impact future capital structure decisions, interest obligations, and potentially share price.

Details of the Revolving Convertible Promissory Note

• Conversion Terms: The note is convertible into shares of FreeCast’s Class A common stock at a conversion price of \$8.00 per share.
• Interest Rate: All loans under the note carry a fixed annual interest rate of 12.0%.
• Maturity Date: The outstanding principal and accrued unpaid interest are due by June 30, 2026. FreeCast reserves the right to prepay the note, in whole or in part, with a five-day written notice to Nextelligence.
• Default Provisions: If FreeCast fails to comply with the terms of the note (including non-payment or certain bankruptcy/insolvency events), Nextelligence may demand immediate repayment of all outstanding principal, interest, fees, and other sums, which would then bear an increased interest rate of 18.0% per annum until paid in full.
• Anti-Dilution Protection: In the event of a stock split, combination, or reverse split, the number of shares convertible and the conversion price will be proportionally adjusted to protect both parties.

Amendment to Equity Purchase Agreement (EPA)

• Pricing Period Extension: The amendment extends the pricing period for the EPA from five to ten trading days, affecting the price at which Class A shares are issued to the investor.
• Registration Statement Filing Deadline Extended: FreeCast now has 30 days (up from 15) after March 10, 2026 (the day Class A shares began trading on Nasdaq), to file a registration statement for the resale of shares issued under the EPA.
• Commitment Shares Calculation: The amendment clarifies that the formula for determining the number of Commitment Shares is based on the lower of \$10 or the lowest daily VWAP (volume-weighted average price) over a five-trading-day period.

Regulatory and Trading Information

• Trading Symbol: CAST
• Exchange: NASDAQ Stock Market LLC
• Class A Common Stock, Par Value \$0.0001
• Emerging Growth Company: FreeCast self-identifies as an emerging growth company under relevant SEC rules, which allows it some flexibility in financial reporting and governance requirements.

Why This News Matters to Investors

• Debt Disclosure is Price Sensitive: Accurately disclosing the company’s total debt load is material information for investors, especially with a significant convertible note outstanding. This impacts FreeCast’s leverage, potential dilution (upon conversion), and its ability to raise further capital if needed.
• Terms of Convertible Debt: Investors should carefully consider the impact of conversion features and default provisions, which could dilute existing shares or increase financial risk if the company faces cash flow pressure.
• EPA Amendment: The extension of the pricing period and registration deadline may affect the timing and pricing of future share issuances, and thus, potential dilution for current shareholders.

Exhibits and Further Reading

• Full Text of the Revolving Convertible Promissory Note: View Exhibit 4.1
• Full Amendment to Equity Purchase Agreement: Refer to Exhibit 10.1 in the SEC filing for complete details.

Disclaimer: This article is provided for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with professional advisors before making investment decisions regarding FreeCast, Inc. The information herein is based on company filings as of April 7, 2026, and may be subject to subsequent updates or corrections.

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