Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities
and Use of Proceeds
Recent Sales of Unregistered Securities
During the three months ended
December 31, 2025, FreeCast, Inc. issued the following unregistered securities:
On December 8, 2025, FreeCast,
Inc. entered into an Equity Purchase Agreement (the “EPA”) with Amiens Technology Investments, LLC (the “Selling Shareholder”),
pursuant to which the Selling Shareholder has committed to purchase up to $50 million of FreeCast Class A common stock. Upon the terms
and subject to the satisfaction of the conditions set forth in the EPA, FreeCast has the right, but not the obligation, to sell to the
Selling Shareholder, and the Selling Shareholder is obligated to purchase, up to $50 million in shares of FreeCast Class A common stock.
Such sales of FreeCast Class A common stock, if any, are subject to certain limitations set forth in the EPA, and may occur from time
to time, at FreeCast’s sole discretion, over a period of up to 36 months, commencing on the trading day immediately following the date
of FreeCast’s recent listing on Nasdaq. The Selling Shareholder represented to FreeCast that it is an “accredited investor”,
as defined in Rule 501 promulgated under the Securities Act, and FreeCast’s offer and sale of its Class A common stock under the EPA and
the Commitment Shares were made in reliance upon the exemptions from the registration requirements of the Securities Act pursuant to Section
4(a)(2) thereof and Rule 506 promulgated thereunder.
On November 21, 2025, FreeCast
entered into a revolving convertible promissory note with Nextelligence for up to $5 million that matures on June 30, 2026, with an interest
rate of 12% per annum, and a default interest rate of 18% per annum. The initial principal amount of the note on November 21, 2025 was
$1,315,552. As of December 31, 2025, the total outstanding principal was $2,425,552 and the accrued interest balance was $21,144 for a
total outstanding balance of $2,446,696. In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and
accrued interest is convertible into shares of our Class A common stock at a conversion price of $8.00 per share. The offer, sale and
issuance of the revolving convertible promissory note was deemed to be exempt from registration under the Securities Act in reliance on
Section 4(a)(2) of the Securities Act as transactions by an issuer not involving a public offering. Nextelligence took the convertible
note for investment purposes only and not with a view to or for sale in connection with any distribution thereof.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
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