CAST · FreeCast, Inc. Class A Common Stock

FreeCast, Inc. has entered into a material definitive agreement by issuing warrants to accredited investors, representing a significant potential equity issuance. The warrants allow holders to purchase up to 6,743,587 shares of Class A common stock at $4.25 per share, which was the market closing price on April 1, 2026. This transaction is structured as a private placement exempt from registration requirements, limiting the investor base to accredited investors who have represented their investment intent and accredited status. The warrants are immediately exercisable but have a short expiration date of May 15, 2026, creating a compressed timeline for potential exercise and share issuance. The company has incorporated anti-dilution provisions to protect warrant holders from certain corporate actions, and the warrants explicitly prohibit cashless exercise or net-cash settlement, requiring full cash payment for any shares purchased. This transaction replaces previously expired warrants with identical terms to the same investors, suggesting a continuation of existing financing relationships rather than new investor acquisition.