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- Related Party (new) — The $4.9M lender is controlled by CEO William Mobley, who also chairs the board and holds majority voting power—creating significant related-party transaction risk.
FreeCast draws $200K from CEO-controlled loan, now owes $4.9M due June 30; amends up to $50M equity facility
Filed April 3, 2026 · Period ending March 30, 2026 · ~1 min read
Key Changes
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Company borrowed additional $200K from CEO-controlled entity on March 30, bringing total related-party debt to $4.9M. Entire balance plus 12% interest due June 30, 2026—less than 3 months away. Lender can convert to stock at $8/share or demand cash.
Item 1.01: Related-Party Loan verify on EDGAR → -
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FreeCast amended its up to $50M equity purchase agreement with Amiens Technology, extending the pricing period from 5 to 10 trading days. Shares will be sold at 95% of 10-day VWAP when company draws on the facility. Company has right but not obligation to sell.
Item 1.01: EPA Amendment verify on EDGAR → -
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Registration statement deadline extended from 15 to 30 days after March 11 (when CAST began Nasdaq trading). This allows investor to resell shares acquired under the equity facility once filed.
Item 1.01: Registration Extension verify on EDGAR → -
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If FreeCast defaults on the CEO-controlled loan or faces bankruptcy, interest rate jumps from 12% to 18% annually at lender's option. This penalty would significantly increase debt burden if June maturity cannot be met.
Item 1.01: Default Terms verify on EDGAR →
Summary
FreeCast disclosed two financing developments on March 30. First, the company drew another $200,000 from a revolving loan controlled by CEO William Mobley, bringing the total owed to $4.9 million—nearly the $5 million maximum. This entire balance, plus 12% annual interest, comes due June 30, 2026. The lender can either demand cash or convert the debt to Class A shares at $8 each.
With less than three months to maturity, this creates immediate liquidity pressure unless FreeCast refinances or the CEO opts for conversion. Second, FreeCast amended its December 2025 equity purchase agreement with Amiens Technology, which provides up to $50 million in committed capital.
The key change: shares will now be priced at 95% of a 10-day volume-weighted average (previously 5 days), potentially smoothing volatility but extending market exposure. The company also gained 15 extra days to file a resale registration statement, now due 30 days after its March 10 Nasdaq debut. Retail holders should watch whether FreeCast taps the Amiens facility before June 30 to repay the CEO loan, or whether the CEO converts his debt to equity—either scenario would dilute existing shareholders. The near-term debt maturity is the immediate risk.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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.
FreeCast amended its existing equity purchase agreement with Amiens Technology Investments that provides up to $50 million in committed capital through the sale of Class A common stock. The company has the right but not the obligation to draw on this facility, and the investor is obligated to purchase when requested subject to certain conditions.
Added in current filing · verify on EDGAR →
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 pricing mechanism for shares sold under the agreement was modified to use a 10-day volume-weighted average price (VWAP) instead of 5 days, with shares priced at 95% of that VWAP. This longer pricing period could reduce volatility in the pricing calculation but also extends the period during which market movements affect the final share price.
Added in current filing · verify on EDGAR →
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.
FreeCast received additional time to file a resale registration statement with the SEC, extending the deadline from 15 to 30 days after March 11, 2026. This registration statement will allow the investor to resell shares acquired under the equity purchase agreement. The reference to March 10, 2026 indicates FreeCast recently began trading on Nasdaq.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Amendment to Equity Purchase Agreement between FreeCast, Inc. and Amiens Technology Investments, LLC, dated March 30, 2026
FreeCast disclosed an amendment to its existing equity purchase agreement with Amiens Technology Investments, LLC. The original agreement was dated December 8, 2025, and this amendment modifies those terms as of March 30, 2026. The specific changes to the agreement are not detailed in the 8-K body itself but are contained in the referenced exhibit.
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