FreeCast (CAST) investors exercise warrants for 250,000 shares and $332,500 cash

Rhea-AI Filing Summary

FreeCast, Inc. reports an unregistered equity issuance tied to previously issued warrants. On April 8, 2026, the company granted 137 warrants to accredited investors for up to 6,743,587 Class A common shares at $4.25 per share. On May 8, 2026, the board reduced the warrant exercise price to $1.33 and extended the expiration to May 22, 2026. Two investors, Carl and Joyce Peterson, exercised their warrants, and on May 28, 2026 the company issued 250,000 Class A shares, receiving cash proceeds of $332,500. All remaining warrants expired unexercised and 6,493,587 shares previously reserved for them reverted to authorized and unissued status. The share issuance relied on Section 4(a)(2) and Rule 506 of Regulation D, with both investors representing accredited status and investing for their own account.

Insights

Capital markets analyst

FreeCast raises $332,500 from a small warrant exercise; most potential dilution lapsed.

FreeCast issued warrants for up to 6,743,587 Class A shares, later amending them to lower the exercise price to $1.33 and extend the term. Only two accredited investors exercised, leading to the issuance of 250,000 shares.

The company received cash proceeds of $332,500, while warrants for 6,493,587 shares expired and the related shares reverted to authorized and unissued status. This limits actual dilution versus the initial warrant capacity, though the filing does not compare this scale to total shares outstanding.

The transaction was structured as a private placement under Section 4(a)(2) and Rule 506 of Regulation D, with investors confirming accredited status and investment intent. Future filings may provide additional context on how this equity issuance fits into the company’s broader financing plans.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Original warrant coverage: 6,743,587 shares Initial exercise price: $4.25 per share Amended exercise price: $1.33 per share +4 more

7 metrics

Original warrant coverage 6,743,587 shares Class A common stock underlying warrants issued April 8, 2026

Initial exercise price $4.25 per share Original warrant exercise price

Amended exercise price $1.33 per share Reduced warrant exercise price approved May 8, 2026

Shares issued on exercise 250,000 shares Class A common stock issued May 28, 2026

Cash proceeds $332,500 Aggregate proceeds from warrant exercises

Expired warrant pool 6,493,587 shares Previously reserved shares reverting to authorized and unissued

Number of warrant holders 137 investors Accredited investors receiving warrants on April 8, 2026

Key Terms

Unregistered Sales of Equity Securities, accredited investors, Regulation D, Section 4(a)(2), +1 more

5 terms

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities."

accredited investors financial

"issued 137 warrants to 137 accredited investors to purchase"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Regulation D regulatory

"Rule 506 of Regulation D promulgated thereunder as transactions"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Section 4(a)(2) regulatory

"in reliance on Section 4(a)(2) of the Securities Act and Rule 506"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Class A common stock financial

"shares of our Class A common stock (the "Warrants")"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

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Understanding 8-K Material Events →

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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): May 28, 2026

FreeCast, Inc.

(Exact name of registrant as specified in its charter)

Florida		001-43122		45-2787251
(State or other jurisdiction of 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 3.02 Unregistered Sales of Equity Securities.

On April 8, 2026, FreeCast, Inc. ("we," "us," or "our") issued 137 warrants to 137 accredited investors to purchase an aggregate of 6,743,587 shares of our Class A common stock (the "Warrants"). The Warrants had an exercise price per share of $4.25, and expired on May 15, 2026. The issuance of the Warrants was disclosed in a Current Report on Form 8-K, along with a form of the Warrants included as an exhibit thereto, we filed with the Securities and Exchange Commission on April 15, 2026. On May 8, 2026, our board of directors amended the Warrants by lowering the exercise price per share to $1.33 and extending the expiration date to May 22, 2026.

Two Warrant holders, Carl Peterson and Joyce Peterson (the "Investors"), exercised their respective Warrants, and on May 28, 2026, we issued an aggregate of 250,000 shares of our Class A common stock (the "Shares"). In connection with the exercise of the Warrants, we received aggregate proceeds of $332,500. The other Warrants have expired without being exercised, and the 6,493,587 shares of Class A common stock initially reserved for issuance upon exercise of the other Warrants are no longer reserved, and have been returned to the status of authorized and unissued.

The issuance of the Shares in connection with the Warrants being exercised was deemed to be exempt from registration under the Securities Act of 1933, as amended, (the "Securities Act") in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. Each of the Investors had access to information concerning us and our business prospects and acquired the Shares for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the Shares. Each of the recipients of the Shares also represented to us that they were an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act.

1

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: May 28, 2026	FreeCast, Inc.
	By:	/s/ William A. Mobley, Jr.
		William A. Mobley, Jr.
		Chief Executive Officer

2 

FAQ

What equity transaction did FreeCast (CAST) report on May 28, 2026?

FreeCast reported issuing 250,000 Class A common shares upon the exercise of previously issued warrants. Two accredited investors exercised at a reduced price, providing the company with $332,500 in cash proceeds under an unregistered private placement exemption.

How many FreeCast (CAST) warrant shares were originally available and how many expired?

The company originally issued warrants covering up to 6,743,587 Class A common shares. After only 250,000 shares were issued on exercise, warrants for 6,493,587 shares expired unexercised, and those shares returned to authorized and unissued status on FreeCast’s capitalization.

What was the change in FreeCast (CAST) warrant exercise price and term?

The warrants were first issued with a $4.25 per share exercise price and a May 15, 2026 expiry. On May 8, 2026, FreeCast’s board lowered the exercise price to $1.33 per share and extended the expiration date to May 22, 2026 to encourage exercises.

How much cash did FreeCast (CAST) receive from the warrant exercises?

FreeCast received aggregate proceeds of $332,500 from the warrant exercises. This cash resulted from two accredited investors, Carl and Joyce Peterson, exercising their amended warrants to acquire a combined 250,000 Class A common shares from the company.

Under which Securities Act exemptions did FreeCast (CAST) issue the shares?

The share issuance was treated as exempt from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The investors were accredited, had access to company information, and acquired the shares for investment, with appropriate restrictive legends applied.

Who exercised FreeCast (CAST) warrants and received the new shares?

Two accredited investors, Carl Peterson and Joyce Peterson, exercised their respective warrants. In connection with these exercises, FreeCast issued an aggregate of 250,000 Class A common shares to them on May 28, 2026, under the amended warrant terms.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB