{"url_path":"/sec/cast/8-k/2026-07-06/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1633369/0001213900-26-075148-index.html","accession_number":"0001213900-26-075148","cik":"0001633369","ticker":"CAST","issuer_name":"FreeCast, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1633369/0001213900-26-075148-index.html","primary_entity_key":"0001633369","primary_entity_name":"FreeCast, Inc."},"word_count":1146,"has_tables":true,"body_markdown":"** **\n\n \n\n \n\n**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 30, 2026, FreeCast, Inc., a Florida corporation (the \"**Company,**\" \"**we,**\" \"**us**\" or\n\"**our**\") entered into a Securities Purchase Agreement (the “**Securities Purchase Agreement**”) with new\ninstitutional and existing long term investors (the “**Investors**”) for a private placement of: (i) 4,666,667 shares\nof our Class A common stock, par value $0.0001 per share (the “**Common Stock**”); and (ii) pre-funded warrants to purchase\n3,243,807 shares of Common Stock (the “**Pre-Funded Warrants**” and, together with the Common Stock, the “**Securities**”)\nat a purchase price of $3.00 per share of Common Stock and Pre-Funded Warrant.\n\n \n\nThe\nprivate placement closed on July 2, 2026. We received aggregate gross proceeds from the private placement of approximately $23.7 million,\nbefore deducting estimated placement agent commissions and expenses, which are payable by us.\n\n \n\nThe\nSecurities Purchase Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification\nobligations of the Company and the Investors, other obligations of the parties and termination provisions. The representations, warranties\nand covenants in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely\nfor the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.\n\n \n\nWe\nagreed to use the net proceeds from the private placement for working capital and general corporate purposes. However, we cannot use\nany net proceeds: (i) for the satisfaction of any portion of our debt (other than payment of trade payables in the ordinary course of\nour business and prior practices); (ii) for the redemption of any Common Stock or securities convertible into Common Stock; (iii) for\nthe settlement of any outstanding litigation; or (iv) in violation of the Foreign Corrupt Practices Act of 1977, as amended, or the regulations\npromulgated by the Office of Foreign Assets Control of the U.S. Treasury Department. The Securities Purchase Agreement is governed by\nthe laws of the State of New York.\n\n \n\nWe\nalso agreed that, from the date of the Securities Purchase Agreement until 30 days after the date that the resale registration statement\nrequired by the Registration Rights Agreement (as defined below) becomes effective (the “**Effective Date**”), we will\nnot: (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or securities\nconvertible into Common Stock; or (ii) file any registration statement or amendment or supplement thereto, other than the registration\nstatement to register the Securities or filing a registration statement on Form S-8 in connection with any employee benefit plan.\n\n \n\nThe\npurchase price of each Pre-Funded Warrant equals $3.00 per share minus the $0.0001 exercise price per share of the Pre-Funded\nWarrant. The Pre-Funded Warrants are exercisable at any time after their original issuance, and will not expire until exercised in\nfull. In accordance with the Nasdaq Global Market rules, the Pre-Funded Warrants are subject to shareholder approval, which we will obtain via\nwritten consent without a meeting.\n\n \n\nThe\nPre-Funded Warrants provide that the Investor will not have the right to exercise any portion thereof if such exercise would cause the\naggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 9.99% of the number\nof shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in\naccordance with the terms of the Pre-Funded Warrants.\n\n \n\nIn\nconnection with the private placement, the Company entered into a Registration Rights Agreement with the Investors (the “**Registration\nRights Agreement**”) requiring the Company to file a registration statement covering the resale of all of the Registrable Securities\n(as defined in the Registration Rights Agreement) with the Securities and Exchange Commission (the “**SEC**”) no later\nthan the 12th trading day following the date of the Registration Rights Agreement, and have the registration statement declared effective\nby the SEC as promptly as practicable after the filing thereof, but in any event no later than 15th calendar day following the date of\nthe Registration Rights Agreement, or in the event of a “limited review” by the SEC, the 30th day following the date of the\nRegistration Rights Agreement, or in the event of a “full review” by the SEC, the 45th day following the date of the Registration\nRights Agreement.\n\n \n\n1\n\n \n\nUpon\nthe occurrence of any Event (as defined in the Registration Rights Agreement), which, among others, prohibits the Investor from reselling\nthe Securities for more than 10 consecutive calendar days or more than an aggregate of 15 calendar days during any 12-month period, the\nCompany is obligated to pay to the Investor, on each monthly anniversary of each such Event, an amount in cash, as partial liquidated\ndamages and not as a penalty, equal to the product of 1.5% multiplied by the aggregate subscription amount paid by such Investor pursuant\nto the Securities Purchase Agreement.\n\n \n\nWe\nmay not file any other registration statements until all Registrable Securities (as defined in the Registration Rights Agreement) are\nregistered pursuant to a registration statement that is declared effective by the SEC, provided that the Company may file amendments\nto registration statements filed prior to the date of the Registration Rights Agreement so long as no new securities are registered on\nany such existing registration statements. All fees and expenses incident to the performance of or compliance with the Registration Rights\nAgreement by the Company will be borne by the Company, whether or not any Registrable Securities (as defined in the Registration Rights\nAgreement) are sold pursuant to a registration statement.\n\n \n\nIn\nconnection with the private placement, on June 30, 2026, we entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners\n(the “**Placement Agent**”). As part of its compensation for acting as Placement Agent for the private placement, we paid\nthe Placement Agent a cash fee of 5.0% of the aggregate gross proceeds raised from the sale of the Securities sold to new institutional\ninvestors and 1.0% of the aggregate gross proceeds raised from the sale of the Securities sold to existing investors.\n\n \n\nThe\nabove summary of the private placement, the Pre-Funded Warrants, the Placement Agency Agreement, the Securities Purchase Agreement and\nthe Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to such applicable agreements,\ncopies of which are attached as Exhibits 4.1, 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and incorporated herein by reference.\n\n \n\nThis\nCurrent Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein,\nnor shall there be any offer, solicitation, or sale of Common Stock in any state or jurisdiction in which such offer, solicitation or\nsale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction."}