FreeCast, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Effectiveness of Disclosure Controls and Procedures The Sarbanes-Oxley Act requires, among other things, that we maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026, as a result of the material weaknesses described below. Management’s Report on Internal Control Over Financial Reporting This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the Company’s registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Material Weaknesses in Internal Control Over Financial Reporting We have identified the following deficiencies in our internal control over financial reporting, which constitutes a material weakness as of June 30, 2026: ● We lack proper review and approval controls, specifically with respect to complex equity transactions. Remediation of Material Weaknesses As of the date of this Annual Report, management has begun implementing measures designed to remediate the material weakness described above. Our remediation efforts include, among other things: (1) requiring a documented technical accounting analysis, prepared and reviewed by our third-party technical accounting services and approved by our Chief Financial Officer, before any complex or non-routine equity or debt transaction, including the issuance or modification of warrants or convertible instruments, is recorded; and (2) reporting such transactions and the related accounting conclusions to the Audit Committee at least quarterly. We will consider the material weakness remediated after the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that the controls are operating effectively. The process of designing and implementing an effective accounting and financial reporting system is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain an accounting and financial reporting system that is adequate to satisfy our reporting obligations. As we continue to evaluate and take actions to improve our internal control over financial reporting, we may determine to take additional actions to address control deficiencies or modify certain of the remediation measures described above. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. None. 42 PART III Item 10. Directors, Executive Officers, and Corporate Governance. DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth the names, ages and positions of our current directors and executive officers as of the date of this Annual Report. Name Age Position William A. Mobley, Jr. 63 Chief Executive Officer and Chairman of the Board of Directors Christopher Savine 68 Chief Operating Officer Jonathan D. Morris 50 Chief Financial Officer, Principal Accounting and Financial Officer; Director William P. Jennings, Jr 71 Director Eric Seidel 63 Director None of the events listed in Item 401(f) of Regulation S-K has occurred during the past ten years and that is material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers. The following is a brief biography of each of our named executive officers and directors. Everyone, except for our independent directors, William P. Jennings Jr. and Eric Seidel, currently works full-time for us, and we have no reason to believe that will change in the foreseeable future. William A. Mobley, Jr. founded our Company in 2011 and has served as our Chief Executive Officer and Chairman since then. Before founding FreeCast, in 1999, Mr. Mobley formed Nextelligence, Inc., a technology solution and business management expertise provider, of which he is the Chief Executive Officer, a director and majority shareholder. Additionally, between 1993 and 2008, Mr. Mobley founded and was an officer and director of a number of online business solution companies, including Web2 Corp, Personal Portal Online, and World Commerce Online, and online media companies, including MegaMedia Networks and ImageCafe.com. Based on Mr. Mobley’s role as our founder, his position as the Chief Executive Officer, and his executive level experience in Internet-based media industries, our board of directors believes that Mr. Mobley has the appropriate set of skills to serve as a member of the board. Christopher M. Savine has served as our Chief Operating Officer since May 2024. He was previously our Chief Financial Officer from April 2014 until May 2018. Mr. Savine was Chief Financial Officer at Pharmaceutic Litho and Label Co. from 2018 through 2020. Prior to initially joining FreeCast, Mr. Savine was the Executive Vice President and a segment Chief Financial Officer at Cenveo, Inc., a diverse $2 billion printing and packaging company, from 2009 to 2013. Prior to joining Cenveo, Mr. Savine served as Executive Vice President and Chief Financial Officer at Case Interactive Media, Inc. from 2007 to 2009. Prior thereto, he spent five years at RR Donnelley & Sons Company (formerly Moore Wallace, Inc.) as the Executive Vice President and Chief Financial Officer of an over $4 billion segment. From 2000 to 2002, Mr. Savine was Chief Financial Officer of Netscape Communications Corporation and played an important role in integrating Netscape into AOL. He later served as a Senior Vice President - Finance at AOL. Prior to joining Netscape, Mr. Savine was also Chief Financial Officer at PennNET and Imark Communications and Chief Financial Officer for 14 years with two subsidiaries of Capital Cities/ABC, Inc., a Walt Disney Company, and was an audit manager at Peat, Marwick, Mitchell & Co. (which later merged with Klynveld Main Goerdeler and became KPMG LLP). Mr. Savine earned an M.B.A. in Finance, a B.S. in Accounting and a B.A. in Economics from Saint Joseph’s University and was previously a Certified Public Accountant licensed in the state of Pennsylvania. 43 Jonathan Morris has served as our Chief Financial Officer and a member of our board of directors since May 29, 2020. Mr. Morris has over 23 years of experience as a finance executive, principal, operator and advisor. In addition to being a full-time employee of FreeCast and serving as our Chief Financial Officer, Mr. Morris advises a special purpose acquisition company, Twelve Seas Investment Co III, on a limited basis (approximately four hours per quarter) as a consultant and its Chief Financial Officer. Prior to joining us, Mr. Morris served as Chief Financial Officer at Imageware Systems, Inc. from May 2020 to December 2020, and from August 2015 to February 2020 he led principal investments and structuring as President and Senior Managing Director at a large private family office. Prior to that, at Blackstone Group, Inc., he focused on telecom and technology investments and served on the board of SunGard AS. From 2005 to 2012 Mr. Morris was part of the TMT Investment Banking Group of Credit Suisse. Mr. Morris began his career in 1997 within the private equity division of Lombard, Odier et Cie, private bank in Switzerland and subsequently went to work as an associate at GAIN Capital, a currency hedge fund from 1999 to 2003. Mr. Morris earned his B.S. in Economics and Finance from the University of Virginia and his M.B.A. from Georgetown University. Based on Mr. Morris’ position as the Chief Financial Officer, and his executive level financial experience, our board of directors believes that Mr. Morris has the appropriate set of skills to serve as a member of the board. William P. Jennings, Jr. has served as a member of our board of directors since July 29, 2025. He was a consultant of ours for about six months, ending in January 2025, during which he advised us on setting up and maintaining disclosure controls and procedures over financial reporting in preparation for us becoming a public company. Prior to consulting for us, Mr. Jennings had entered retirement beginning in May 2023. Prior to retirement, Mr. Jennings was a consultant for RSM from January 2019 to April 2023 where he supported financial accounting outsourcing and controllership functions for clients across various sectors. From 2016 through 2018 Mr. Jennings was responsible for all financial reporting and accounting services at Senior Care Centers of America. Mr. Jennings previously held senior finance roles at IBM-acquired Fiberlink, Roch Capital, and Orthovita, where he led finance transformations, ERP implementations, and M&A support and as VP of Finance at Case Interactive Media / Asset International, led financial operations through multiple acquisitions during private equity-backed growth, helping transform the company into a global B2B data and media platform. Earlier in his career, served as Director of Financial Reporting at Capital Cities/ABC (Disney), overseeing consolidation and reporting for a $500M subsidiary with international operations. Mr. Jennings has over 30 years of experience guiding financial strategy, reporting and operational execution across public, private and PE-backed companies. Mr. Jennings has extensive experience in M&A support, system implementations and driving efficiency across sectors including SaaS, healthcare, media, and manufacturing. Mr. Jennings earned his B.A. in Criminal Justice from LaSalle University and his M.B.A. in Finance from Widener University. Mr. Jennings was also a Certified Public Accountant (retired 2021). Based on Mr. Jennings’ extensive experience in, and in-depth understanding of accounting and finance, our board of directors believes that Mr. Jennings has the appropriate set of skills to serve as a member of our board of directors. Eric Seidel has served as a member of our board of directors since July 17, 2026. He is an experienced technology entrepreneur, public-company executive and civic leader. Since June 2025, when Mr. Seidel co-founded Bridgeworks AI, LLC, doing business as “Kinloom”, an artificial intelligence-enabled family legacy platform, he has served as Kinloom’s Chief Executive Officer. Prior to that, Mr. Seidel co-founded Web-Est in March 2008 and served as its President and Chief Executive Officer until Web-Est was acquired by The Beekman Group, a New York-based private equity firm, in January 2024. From January 2000 to January 2007, Mr. Seidel served as the President and Chief Executive Officer of eAutoclaims, Inc., a publicly traded provider of online claims-management solutions for the automobile insurance industry. He also served as a member of the board of directors of eAutoclaims from June 2000 to January 2008. Mr. Seidel previously served as Mayor and as a City Council Member of Oldsmar, Florida, and as President of JCI USA, also known as the United States Jaycees. He currently serves as a Trustee of the U.S. Junior Chamber of Commerce Foundation and chairs its Fundraising Committee. He also serves on the Board of Directors and Governmental Affairs Committee of the Upper Tampa Bay Regional Chamber of Commerce. Based on Mr. Seidel’s public-company, entrepreneurial, technology and leadership experience, our board of directors believes he has the appropriate skills to serve as a member of the board. Family Relationships There are no family relationships among our directors or executive officers. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our directors, executive officers and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC reports of ownership and changes in ownership of our equity securities. Based solely on our review of the reports filed with the SEC and written representations, if any, from the reporting persons, we believe that during the fiscal year ended June 30, 2026, all reports required to be filed pursuant to Section 16(a) of the Exchange Act were filed on a timely basis, except that William A. Mobley, Jr., our Chief Executive Officer and a director, and Nextelligence, Inc., a greater than 10% beneficial owner controlled by Mr. Mobley, each failed to timely file eight reports covering ten transactions. These transactions were subsequently reported on a joint Form 5 filed by Mr. Mobley and Nextelligence, Inc. on August 14, 2026. 44 Code of Ethics and Conduct We have adopted a Code of Ethics and Conduct that applies to our directors, officers and employees. A copy of this code is available on our website at https://freecast.com/investors/governance. We intend to disclose on our website any amendments to the Code of Ethics and Conduct and any waivers of the Code of Ethics and Conduct that apply to our principal executive officer, principal financial officer, principal accounting officer, controller or people performing similar functions. Insider Trading Policies and Procedures We have adopted insider trading policies and procedures governing the purchase, sale and other dispositions of our securities by our directors, officers, employees, consultants, contractors and advisors, and by the Company, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable Nasdaq listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report. Board Meetings During the fiscal year ended June 30, 2026, our board of directors acted through meetings and unanimous written consents in accordance with Florida law and our bylaws. Board Committees Our board of directors has established standing committees in connection with the discharge of its responsibilities. These committees include an Audit Committee and a Compensation Committee. Our board of directors has adopted a written charter for the Audit Committee, but in reliance on the exemption available for controlled companies, the Compensation Committee does not have a written charter addressing the committee’s purpose and responsibilities. A copy of the charter for the Audit Committee is available on our website. Our board of directors may establish other committees as it deems necessary or appropriate from time to time. Audit Committee The Audit Committee will be responsible for, among other matters: ● appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; ● discussing with our independent registered public accounting firm the independence of its members from its management; ● reviewing with our independent registered public accounting firm the scope and results of their audit; ● approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; ● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; ● reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements; ● coordinating the oversight by our board of directors of our code of business conduct and our disclosure controls and procedures ● establishing procedures for the confidential or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and ● reviewing and approving related-person transactions. 45 Our Audit Committee currently consists of William P. Jennings, Jr. and Eric Seidel. Rule 10A-3 under the Exchange Act required us to have one independent Audit Committee member when we became subject to Section 12 under the Exchange Act on February 11, 2026. The rule also requires us to have a majority of independent committee members after May 12, 2026, and all independent committee members after February 11, 2027. Nasdaq’s rules require Audit Committees to have a minimum of three members, in addition to being comprised only of independent directors. As a newly listed company, we are permitted to phase-in our compliance with the minimum three members requirement: (i) at least one member on the committee by the initial listing date; (ii) within 90 days of becoming a reporting company, at least two members must be on the committee; and (iii) within one year of becoming a reporting company, the committee must have at least three members. Our board of directors has affirmatively determined that William P. Jennings, Jr. and Eric Seidel each meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 and Nasdaq rules. Our board of directors has also affirmatively determined that William P. Jennings, Jr. qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. Compensation Committee The Compensation Committee will be responsible for, among other matters: ● reviewing key employee compensation goals, policies, plans and programs; ● reviewing and approving the compensation of our directors and executive officers; ● reviewing and approving employment agreements and other similar arrangements between us and our executive officers; and ● appointing and overseeing any compensation consultants or advisors. Our Compensation Committee consists of Eric Seidel and William P. Jennings, Jr. As a controlled company, we are not required to have our Compensation Committee composed entirely of independent directors. However, the board of directors has determined that it is in our and the shareholders’ best interest that for the time being our Compensation Committee should be composed entirely of independent directors. Risk Oversight Our board of directors will oversee a company-wide approach to risk management. Our board of directors will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our board of directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas. Specifically, our Compensation Committee will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Our Audit Committee will oversee management of financial risks, as well as potential conflicts of interests. Our board of directors will be responsible for overseeing the management of enterprise risks and risks associated with the independence of our board of directors. Term of Office Our current second amended and restated bylaws provide that the term of each director expires at the next annual meeting of shareholders following his or her election or until his or her successor is elected and qualifies. 46 Item 11. Executive Compensation. Summary Compensation Table The following table provides information regarding the compensation paid during the years ended June 30, 2026, and 2025, to our principal executive officer, principal financial officer and certain of our other executive officers, who are collectively referred to as “named executive officers” elsewhere in this Annual Report. Name and Principal Position Year Salary Option Awards All Other Compensation Total William A. Mobley, Jr. 2026 $ 250,000 $ - $ 30,000 (1) $ 280,000 Chief Executive Officer 2025 $ 250,000 $ - $ 30,000 (1) $ 280,000 Christopher Savine 2026 $ 225,000 $ - $ - $ 225,000 Chief Operating Officer 2025 $ 207,500 $ 83,200 (2) $ - $ 290,700 Jonathan Morris 2026 $ 256,300 $ - $ - $ 256,300 Chief Financial Officer 2025 $ 256,300 $ - $ - $ 256,300 (1) Consists of an automobile allowance. (2) Represents nonqualified stock options to purchase 12,504 shares of our Class A common stock, exercisable at $8.00 per share, and incentive stock options to purchase 24,996 shares of our Class A common stock, exercisable at $8.00 per share, issued in connection with entering into an employment agreement, effective May 13, 2024. The amount in the table above reflects the total stock-based compensation recorded during the fiscal year for the equity awards under ASC 718 stock-based compensation. See discussion of Stock Based Compensation, Warrants and Warrant Modifications in footnote 8 of the financial statements for further detail. Equity Compensation Plan Information The following table sets forth information as of June 30, 2026, about shares of our Class A common stock outstanding and available for issuance under our 2021 Incentive Award Plan. Number of securities to be issued upon exercise of outstanding options and rights Weighted- average exercise price of outstanding options, warrants, and rights Number of securities remaining available for future issuance under the current equity compensation plan 2021 Incentive Award Plan (1)(2) 849,448 $ 4.21 2,150,552 (1) The plan was approved by our board of directors on June 25, 2021, for officers, employees, directors and consultants, and was approved by our shareholders on June 10, 2022. (2) The plan authorizes the granting of stock options and other awards to purchase up to 3,000,000 shares of our Class A common stock. 47 2021 Incentive Award Plan We have adopted a 2021 Incentive Award Plan (“Award Plan”), which became effective on June 25, 2021, and was approved by our shareholders on June 10, 2022. The principal purpose of the Award Plan is to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards and cash-based performance bonus awards. The material terms of the Award Plan are summarized below. Share Reserve . Under the Award Plan, 3,000,000 shares of our Class A common stock will be initially reserved for issuance pursuant to a variety of stock-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance bonus awards, performance stock unit awards, dividend equivalents or other stock or cash-based awards. The following counting provisions will be in effect for the share reserve under the Award Plan: ● to the extent that an award expires, lapses or is terminated, converted into an award in respect of shares of another entity in connection with a spin-off or other similar event, exchanged for cash, surrendered, repurchased or cancelled, in any case, in a manner that results in us acquiring the underlying shares at a price not greater than the price paid by the participant or not issuing the underlying shares, such unused shares subject to the award at such time will be available for future grants under the Award Plan; ● to the extent shares are tendered or withheld to satisfy any tax withholding obligation with respect to any award under the Award Plan, such tendered or withheld shares will be available for future grants under the Award Plan; ● to the extent shares subject to stock appreciation rights are not issued in connection with the stock settlement of stock appreciation rights on exercise thereof, such shares will be available for future grants under the Award Plan; ● the payment of dividend equivalents in cash in conjunction with any outstanding awards will not be counted against the shares available for issuance under the Award Plan; and ● shares issued in assumption of, or in substitution for, any outstanding awards of any entity acquired in any form of combination by us or any of our subsidiaries will not be counted against the shares available for issuance under the Award Plan. In addition, the sum of the grant date fair value of all equity-based awards and the maximum that may become payable pursuant to all cash-based awards to any individual for services as a non-employee director during any calendar year may not exceed $50,000. Administration . The compensation committee of our board of directors is expected to administer the Award Plan unless our board of directors assumes authority for administration. The board of directors may delegate its powers to a committee, which, to the extent required to comply with Rule 16b-3, is intended to be composed of “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Award Plan provides that the board of directors or leadership development, belonging and compensation committee may delegate its authority to grant awards other than to individuals subject to Section 16 of the Exchange Act or officers or directors to whom authority to grant awards has been delegated. Subject to the terms and conditions of the Award Plan, the administrator has the authority to select the people to whom awards are to be made, to determine the number of shares to be subject to awards and the terms and conditions of awards, and to make all other determinations and to take all other actions necessary or advisable for the administration of the Award Plan. The administrator is also authorized to adopt, amend or rescind rules relating to administration of the Award Plan. Our board of directors may at any time remove the leadership development, belonging and compensation committee as the administrator and revest in itself the authority to administer the Award Plan. 48 Eligibility . Awards under the Award Plan may be granted to individuals who are then our officers, employees or consultants or are the officers, employees or consultants of certain of our subsidiaries. Such awards also may be granted to our directors. However, only employees of our company or certain of our subsidiaries may be granted incentive stock options, or ISOs. Awards . The Award Plan provides that the administrator may grant or issue stock options, SARs, restricted stock, restricted stock unit awards, performance bonus awards, performance stock units, other stock- or cash-based awards and dividend equivalents, or any combination thereof. Each award will be set forth in a separate agreement with the person receiving the award and will indicate the type, terms and conditions of the award. ● Non-statutory Stock Options , or NSOs, will provide for the right to purchase shares of our Class A common stock at a specified price which may not be less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the administrator) in one or more installments after the grant date, subject to the participant’s continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the administrator. NSOs may be granted for any term specified by the administrator that does not exceed ten years. ● Incentive Stock Options , or ISOs, will be designed in a manner intended to comply with the provisions of Section 422 of the Code and will be subject to specified restrictions contained in the Code. Among such restrictions, ISOs must have an exercise price of not less than the fair market value of a share of Class A common stock on the date of grant, may only be granted to employees, and must not be exercisable after a period of ten years measured from the date of grant. In the case of an ISO granted to an individual who owns (or is deemed to own) at least 10% of the total combined voting power of all classes of our capital stock, the Award Plan provides that the exercise price must be at least 110% of the fair market value of a share of Class A common stock on the date of grant and the ISO must not be exercisable after a period of five years measured from the date of grant. ● Restricted Stock may be granted to any eligible individual and made subject to such restrictions as may be determined by the administrator. Restricted stock typically may be forfeited for no consideration or repurchased by us at the original purchase price if the conditions or restrictions on vesting are not met. In general, restricted stock may not be sold or otherwise transferred until restrictions are removed or expire. Purchasers of restricted stock, unlike recipients of options, will have voting rights and will have the right to receive dividends, if any, prior to the time when the restrictions lapse; however, extraordinary dividends will generally be placed in escrow, and will not be released until restrictions are removed or expire. ● Restricted Stock Units may be awarded to any eligible individual, typically without payment of consideration, but subject to vesting conditions based on continued employment or service or on performance criteria established by the administrator. Like restricted stock, restricted stock units may not be sold, or otherwise transferred or hypothecated, until vesting conditions are removed or expire. Unlike restricted stock, stock underlying restricted stock units will not be issued until the restricted stock units have vested, and recipients of restricted stock units generally will have no voting or dividend rights prior to the time when vesting conditions are satisfied. ● Stock Appreciation Rights , or SARs, may be granted in connection with stock options or other awards, or separately. SARs granted in connection with stock options or other awards typically will provide for payments to the holder based upon increases in the price of our Class A common stock over a set exercise price. The exercise price of any SAR granted under the Award Plan must be at least 100% of the fair market value of a share of our Class A common stock on the date of grant. SARs under the Award Plan will be settled in cash or shares of our Class A common stock, or in a combination of both, at the election of the administrator. ● Performance Bonus Awards and Performance Stock Units are denominated in cash or shares/unit equivalents, respectively, and may be linked to one or more performance or other criteria as determined by the administrator. 49 ● Other Stock- or Cash-Based Awards are awards of cash, fully vested shares of our Class A common stock and other awards valued wholly or partially by referring to, or otherwise based on, shares of our Class A common stock. Other stock- or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of base salary, bonus, fees or other cash compensation otherwise payable to any individual who is eligible to receive awards. The administrator will determine the terms and conditions of other stock- or cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions. ● Dividend Equivalents represent the right to receive the equivalent value of dividends paid on shares of our Class A common stock and may be granted alone or in tandem with awards other than stock options or SARs. Dividend equivalents are converted to cash or shares by such formula and such time as determined by the administrator. In addition, dividend equivalents with respect to an award subject to vesting will either (i) to the extent permitted by applicable law, not be paid or credited or (ii) be accumulated and subject to vesting to the same extent as the related award. Any award may be granted as a performance award, meaning that the award will be subject to vesting and/or payment based on the attainment of specified performance goals. The Award Plan also provides that unless otherwise provided by administrator or otherwise directed by the holder of an option or SAR, each vested and exercisable option and SAR outstanding on the automatic exercise date with an exercise price per share that is less than the fair market value per share as of such date will automatically be exercised on such date. Adjustments of Awards . The administrator has broad discretion to take action under the Award Plan, as well as make adjustments to the terms and conditions of existing and future awards, to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain transactions and events affecting our Class A common stock, such as stock dividends, stock splits, mergers, acquisitions, consolidations, and other corporate transactions. In addition, in the event of certain non-reciprocal transactions with our shareholders known as “equity restructurings,” the administrator will make equitable adjustments to the Award Plan and outstanding awards. Change in Control . In the event of a change in control, unless the administrator elects to terminate an award in exchange for cash, rights or other property, or cause an award to accelerate in full prior to the change in control, such award will continue in effect or be assumed or substituted by the acquirer, provided that any performance-based portion of the award will be subject to the terms and conditions of the applicable award agreement. In the event the acquirer refuses to assume or replace awards granted, prior to the consummation of such transaction, awards issued under the Award Plan (other than any portion subject to performance-based vesting) will be subject to accelerated vesting such that 100% of such awards will become vested and exercisable or payable, as applicable. The administrator may also make appropriate adjustments to awards under the Award Plan and is authorized to provide for the acceleration, cash-out, termination, assumption, substitution or conversion of such awards in the event of a change in control or certain other unusual or nonrecurring events or transactions. Amendment and Termination . The administrator may terminate, amend or modify the Award Plan at any time and from time to time. However, we must generally obtain shareholder approval to the extent required by applicable law, rule or regulation (including any applicable stock exchange rule), and generally no amendment may materially and adversely affect any outstanding award without the affected participant’s consent. Notwithstanding the foregoing, an option may be amended to reduce the per share exercise price below the per share exercise price of such option on the grant date and options may be granted in exchange for, or in connection with, the cancellation or surrender of options having a higher per share exercise price without receiving additional shareholder approval. No incentive stock options may be granted pursuant to the Award Plan after the tenth anniversary of the effective date of the Award Plan. Any award that is outstanding on the termination date of the Award Plan will remain in force according to the terms of the Award Plan and the applicable award agreement. 50 Overview of Our Fiscal 2026 and 2025 Executive Compensation Our executive compensation program consisted of the following components of compensation in fiscal years 2026 and 2025: Base Salary . Each named executive officer receives a base salary for the expertise, skills, knowledge and experience they offer to our management team. Base salaries are periodically adjusted to reflect: ● The nature, responsibilities, and duties of the officer’s position; ● The officer’s expertise, demonstrated leadership ability, and prior performance; ● The officer’s salary history and total compensation, including annual cash incentive awards and annual equity incentive awards; and ● The competitiveness of the officer’s base salary. Each named executive officer’s base salary for the fiscal year of 2026 and 2025 is listed in the 2026 and 2025 Summary Compensation Table. Equity Incentive Awards. We sold Mr. Morris, for $100, warrants to purchase 50,000 shares of our Class A common stock at an exercise price of $3.50 per share. The warrants vested ratably over 12 months from May 29, 2020, and expired on May 29, 2023. On June 15, 2023, we issued Mr. Morris new warrants to purchase 50,000 shares of our Class A common stock at an exercise price of $3.50 per share in exchange for the expired warrants. The 50,000 warrants also expired without being exercised, on December 31, 2025. Pursuant to the Award Plan, we granted Mr. Savine options to purchase an aggregate of 37,500 shares of our Class A common stock at an exercise price of $8.00 per share on May 13, 2024. The options vest ratably over 24 months and may be exercised in whole or in part at any time or from time to time from the vesting date up to and including May 13, 2034. Other Benefits. We are obligated to provide to one or more of the named executive officers with an automobile allowance. In the years ended June 30, 2026, and 2025, we paid Mr. Mobley an automobile allowance of $30,000. Employment Agreements On July 1, 2013, we entered into an employment agreement with William A. Mobley, Jr., pursuant to which Mr. Mobley agreed to act as our Chief Executive Officer, which employment agreement was initially amended on July 1, 2014, and amended for a second time on July 1, 2019 (as amended, the “Mobley Employment Agreement”). Pursuant to the terms of the Mobley Employment Agreement, Mr. Mobley is entitled to receive an annual salary of $250,000 and an automobile allowance of $2,500 per month. An annual cash bonus may be paid at the discretion of our board of directors. Pursuant to the terms of the Mobley Employment Agreement, Mr. Mobley may only be terminated by us upon his death, disability or for cause, as defined in the Mobley Employment Agreement. The term of the Mobley Employment Agreement expired on June 30, 2024. We expect to enter into a new employment agreement with Mr. Mobley prior to the end of December 2026. Until then, both parties have verbally agreed that Mr. Mobley will continue to be employed, on a month-to-month basis, under the applicable terms and conditions of the Mobley Employment Agreement. 51 Effective May 13, 2024, we entered into an employment agreement with Mr. Christopher Savine to serve as our Chief Operating Officer (the “Savine Employment Agreement”). We subsequently entered into an amendment to the Savine Employment Agreement on November 15, 2024 (the “Amendment”). The initial term of the Savine Employment Agreement expired on May 12, 2025. The Savine Employment Agreement automatically renews on a month-to-month basis until either party terminates it. Under the Savine Employment Agreement, Mr. Savine received an annual salary of $200,000 during the initial one-year term. Beginning May 13, 2025, his annual salary was increased to $225,000. Beginning in January 2026, he receives a monthly stipend of $2,072 for health insurance premiums. In conjunction with Mr. Savine entering into the Savine Employment Agreement, we issued Mr. Savine a warrant to purchase 100,000 shares of our Class A common stock, exercisable at $2.00 per share, which vests ratably over 12 months from the date of issuance, and expires on May 13, 2027 (the “Warrant”). The Warrant was terminated and cancelled in connection with the Amendment. The Amendment also added a provision to the Savine Employment Agreement whereby Mr. Savine is eligible to receive a performance bonus payable in cash only in an amount equal to the fair market value of: (i) 112,500 shares; and (ii) 100,000 warrants for Class A common stock exercised on a cashless basis with an exercise price of $2.00 per share. To be eligible for the bonus, Mr. Savine must have been continuously employed during the initial term, and we must have successfully completed a liquidity event, which may occur after the initial term. A liquidity event is defined in the Savine Employment Agreement as either: (i) (a) a merger, consolidation, reorganization, or business combination; or (b) a sale or other disposition of all or substantially all of our assets in any single transaction or series of related transactions; or (ii) (a) a primary offering of our Class A common stock by us to the general public through an effective registration statement filed with the SEC; (b) simultaneous listing of our Class A common stock on any established stock exchange if such common stock was not already listed at the time of such offering; and (c) we receive net proceeds from the offering of not less than $20 million. If Mr. Savine becomes eligible for the bonus, it will be paid to him no later than five days after the later of: (a) the end of the initial term and (b) a liquidity event. We also granted Mr. Savine non-qualified stock options to purchase 12,504 shares of our Class A common stock, exercisable at $8.00 per share, and incentive stock options to purchase 24,996 shares of our Class A common stock, exercisable at $8.00 per share, in connection with entering into the Savine Employment Agreement. An annual bonus may be paid at the discretion of our board of directors. If Mr. Savine is terminated by us as a result of death, permanent disability or for cause, he shall receive payment in respect of compensation earned but not yet paid. If Mr. Savine is terminated by us other than due to his death, disability or for cause, he will receive as severance: (i) continued payment of three months of salary at the rate of $200,000 per annum; and (ii) all warrants and shares as defined in the Savine Employment Agreement shall immediately vest as of the date of termination. Under the Savine Employment Agreement, while Mr. Savine is employed by us and for a period of one year from and after the date that his employment by us ceases or terminates for any reason, he is prohibited from directly or indirectly competing against us. Effective May 29, 2020, we entered into an employment agreement with Mr. Jonathan Morris to serve as our Chief Financial Officer (the “Morris Employment Agreement”). The initial term of the Morris Employment Agreement expired on May 29, 2021. The Morris Employment Agreement automatically renews on a month-to-month basis until either party terminates it. Under the Morris Employment Agreement, Mr. Morris received an annual salary of $250,000 during the initial one-year term, and he receives $250,000 per annum thereafter until a new extension is executed between the parties. Beginning in January 2026, he receives a monthly stipend of $924 for health insurance premiums. In conjunction with Mr. Morris entering into the employment agreement, we sold Mr. Morris, for $100.00, a warrant to purchase 50,000 shares of our Class A common stock, exercisable at $3.50 per share. The warrants vested ratably over 12 months from the effective date of the Morris Employment Agreement and expired on May 29, 2023. We issued Mr. Morris new warrants to purchase 50,000 shares of our Class A common stock in exchange for the expired warrants. The new warrants had the same exercise price as the expired warrants, were immediately exercisable and expired on December 31, 2025. Mr. Morris also has the option to receive additional warrants in lieu of a pro-rated portion of his annual salary on a one warrant per $2 basis. Each such additional warrant will also have an exercise price of $3.50, vest immediately and expire 36 months from the date of issuance. An annual bonus may be paid at the discretion of our board of directors. If Mr. Morris is terminated by us as a result of death, permanent disability or for cause, or if Mr. Morris terminates his employment for other than good reason, he shall receive payment in respect of compensation earned but not yet paid. If Mr. Morris is terminated by us other than due to his death, disability or for cause, or if Mr. Morris terminates his employment for good reason, he will receive as severance: (i) continued payment of 12 months of his base salary then in effect; (ii) a lump sum payment of the prorated portion of any bonus earned for that year; (iii) accelerated vesting of 50% of unvested warrants; and (iv) continued health insurance coverage then in effect for 12 months following the date of termination. Under the Morris Employment Agreement, while Mr. Morris is employed by us and for a period of one year from and after the date that his employment by us ceases or terminates for any reason, he is prohibited from directly or indirectly competing against us. 52 Outstanding Equity Awards at Fiscal Year End The following table sets forth certain information regarding all outstanding equity awards held by our named executive officers as of June 30, 2026. Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date William A. Mobley, Jr. 125,004 - $ 4.00 June 24, 2031 Christopher Savine 37,500 - (1 ) (1) Jonathan Morris 125,004 - $ 4.00 June 24, 2031 (1) On May 13, 2024, options to purchase 37,500 shares of Class A common stock at an exercise price of $8.00 per share were granted. Options vest ratably over 24 months and may be exercised at any time from the vesting date up to and including May 12, 2034. Beginning May 13, 2024, and continuing on the first day of each successive month until all of the options are vested, 1,563 options vest and become exercisable. All options have fully vested as of June 30, 2026. Option Exercises and Stock Vested No officers or directors exercised options, and no stock vested during the fiscal year ended June 30, 2026, except for stock options to purchase 15,625 shares of Class A common stock vested as a part of the 37,500 options granted disclosed in footnote (1) to the above table. Non-Executive Director Compensation The non-executive members of our board of directors do not currently receive any compensation. Our board of directors intends to establish a compensation package for the non-executive members of our board of directors in the next two fiscal quarters. Timing of Grants of Certain Equity Awards We do not have a formal policy regarding the timing of awards of options in relation to the disclosure of material nonpublic information. Awards of options, if any, are made by the Compensation Committee of our Board from time to time based on the facts and circumstances existing at the time and are not made pursuant to a predetermined schedule. In determining the timing and terms of option awards, our Compensation Committee does not seek to time such awards to take advantage of material nonpublic information, and we do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During the fiscal year ended June 30, 2026, we did not grant any stock options, stock appreciation rights or similar option-like awards to any named executive officer. 53 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by Item 201(d) of Regulation S-K is set forth under Item 11 above under “Equity Compensation Plan Information” and is incorporated herein by reference. The following table sets forth, as of September 25, 2026, certain information concerning the beneficial ownership of our common stock by: (i) each shareholder known by us to own beneficially five percent or more of our outstanding common stock; (ii) each director; (iii) each named executive officer; and (iv) all of our executive officers and directors as a group, and their percentage ownership and voting power. The information presented below regarding beneficial ownership of our voting securities has been presented in accordance with the rules of the Securities and Exchange Commission and is not necessarily indicative of ownership for any other purpose. Under these rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is deemed to own beneficially any security as to which such person has the right to acquire sole or shared voting or investment power within 60 days through the conversion or exercise of any convertible security, warrant, option, or other right. More than one person may be deemed to be a beneficial owner of the same securities. The percentage of beneficial ownership by any person as of a particular date is calculated by dividing the number of shares beneficially owned by such person, which includes the number of shares as to which such person has the right to acquire voting or investment power within 60 days, by the sum of the number of shares outstanding as of such date. Consequently, the denominator used for calculating such percentage may be different for each beneficial owner. Except as otherwise indicated below and under applicable community property laws, we believe that the beneficial owners of our Class A common stock and Class B common stock listed below have sole voting and investment power with respect to the shares shown. As of September 25, 2026, we had 50,787,414 shares of common stock outstanding (consisting of 36,861,774 shares of Class A common stock and 13,925,640 shares of Class B common stock outstanding). Amount and Nature of Beneficial Ownership Class A Class B % of Total Name of Beneficial Owner (1) Shares % of Class Shares % of Class Voting Power (2) William A. Mobley, Jr. (3) 11,789,327 29.38 % 14,050,644 100 % 88.48 % Christopher Savine (4) 1,250,000 3.33 % - - * Jonathan Morris (5) 125,004 * - - * William P. Jennings, Jr. - - - - - Eric Seidel - - - - - All officers and directors as a group (five people) 13,164,331 32.14 % 14,050,644 100 % 88.96 % Nextelligence, Inc. (6) 11,789,327 29.38 % - - 3.47 % * Indicates beneficial ownership of less than 1% of the outstanding shares of our Class A common stock. (1) Unless otherwise indicated, the address of each beneficial owner is c/o FreeCast, Inc., 6901 TPC Drive, Suite 100, Orlando, Florida 32822. (2) Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to 15 votes per share, and holders of our Class A common stock are entitled to one vote per share. See the section titled “Description of Capital Stock – Common Stock” for additional information about the voting rights of our Class A and Class B common stock. (3) Consists of: (i) 6,110,991 shares of Class B common stock held of record by Mr. Mobley; (ii) 125,004 shares of Class B common stock underlying immediately exercisable options held of record by Mr. Mobley; (iii) 7,782,970 shares of Class B common stock held of record jointly by Mr. Mobley and his spouse, Michele Mobley (iv) 8,530,613 shares of Class A common stock held of record and in street name by Nextelligence, for which Mr. Mobley is an officer, director and majority shareholder; (v) 3,258,714 shares of Class A common stock underlying an immediately convertible promissory note held by Nextelligence; (vi) 29,679 shares of Class B common stock held of record by Public Wire, LLC, of which Mr. Mobley is the manager and sole member; and (vii) 2,000 shares of Class B common stock held of record by Telebrands for which Mr. Mobley acts as trustee pursuant to a Voting Trust Agreement. Mr. Mobley may be deemed to be the beneficial owner of the securities held of record by Telebrands Corp. and subject to the Voting Trust Agreement by virtue of his position as trustee thereof. Mr. Mobley disclaims beneficial ownership of the securities held of record by Telebrands for which he acts as trustee pursuant to the Voting Trust Agreement. 54 (4) Consists of: (i) 537,500 shares of Class A common stock held of record and in street name by Mr. Savine; (ii) 675,000 shares of Class A common stock underlying immediately exercisable warrants held of record by Mr. Savine; and (iii) 37,500 shares of Class A common stock underlying immediately exercisable options held of record by Mr. Savine. (5) Consists of: (i) 125,004 shares of Class A common stock underlying immediately exercisable options held of record by Mr. Morris. (6) Consists of: (i) 8,530,613 shares of Class A common stock held of record and in street name by Nextelligence; and (ii) 3,258,714 shares of Class A common stock underlying an immediately convertible promissory note held by Nextelligence. William A. Mobley, Jr. is the CEO, sole director and majority shareholder of Nextelligence. Voting Trust Agreement On October 15, 2012, we entered into a Voting Trust Agreement with Telebrands and William A. Mobley, Jr. The Voting Trust Agreement appoints Mr. Mobley as the trustee of all the shares of our Class B common stock owned by Telebrands at any time (the “Entrusted Shares”). Telebrands currently owns 2,000 shares of our Class B common stock. Telebrands had warrants to purchase up to 10,000,000 shares of our Class A common stock, but the last of such warrants expired on October 14, 2022. Pursuant to the Voting Trust Agreement, Mr. Mobley is entitled to exercise all rights relating to the voting and disposition of the Entrusted Shares, provided, however, Mr. Mobley is not allowed to effect a disposition or permit registration of the Entrusted Shares with the SEC or any state securities administrators unless Nextelligence, which is majority owned and controlled by Mr. Mobley, simultaneously effects a disposition or permits registration of an identical proportion of our voting securities held by Nextelligence on the same terms and conditions. In addition, Mr. Mobley may not permit a disposition or registration of any of our voting securities that Nextelligence holds unless he simultaneously effects a disposition or registration of an identical proportion of the Entrusted Shares on the same terms and conditions. The term of such trust ends upon the earlier to occur, of: (i) Mr. Mobley ceases to be an affiliate of FreeCast, as defined in the Voting Trust Agreement; or (ii) the disposition of all of the Entrusted Shares. We are obligated to indemnify Mr. Mobley against any liabilities, damages, claims, taxes, deficiencies, assessments, losses, penalties, interest, costs and expenses paid or incurred by him in connection with the Voting Trust Agreement, unless those paid or incurred are a result of the gross negligence, willful misconduct or bad faith of Mr. Mobley. Item 13. Certain Relationships and Related Transactions, and Director Independence Other than as disclosed below, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since July 1, 2024, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year-end for the last two completed fiscal years. (a) Transactions with Related Persons On May 3, 2024, we entered into a convertible promissory note with Nextelligence for $1,000,000 that matured on May 3, 2025, with an interest rate of 12% per annum, and a default interest rate of 18% per annum. In lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest was convertible into shares of our Class A common stock at a conversion price of $8.00 per share. Between May 30, 2024, and June 26, 2024, we borrowed an additional $1,075,000 from Nextelligence. On July 1, 2024, we repaid outstanding principal and accrued interest of $1,075,067. Between October 31, 2024, and December 11, 2024, we borrowed an additional $1,395,000 from Nextelligence. On December 13, 2024, we renewed and modified the May 3, 2024, note to include the additional loans. Between January 1, 2025, and June 3, 2025, we borrowed an additional $1,557,000 and made payments of $86,445 to Nextelligence. On July 26, 2025, Nextelligence converted the outstanding principal and accrued interest balance of $4,076,051 into 509,507 shares of our Class A common stock. The total amount of interest paid to Nextelligence in connection with this indebtedness during fiscal years ended June 30, 2026, and June 30, 2025, was $0. In June 2023, we entered into verbal arrangements with two related party entities, Test Drive Live Inc. and Celebrity Cigars, Inc., which are not under common ownership control. William A. Mobley, Jr. serves as the President of both companies and is the sole director for Celebrity Cigars. Mr. Mobley’s son, Sean Mobley, is part of the management team of Celebrity Cigars. We provided FAST channel buildout services relating to the development and buildout of their respective channels. We also provide the platform on an ongoing basis for each company to stream their content. We charge each company a monthly fee based on a 15% markup of our cost of production, which includes labor, rent, out-of-pocket costs, etc. For the fiscal years ended June 30, 2026, and June 30, 2025, revenue generated from these agreements with Test Drive Live and Celebrity Cigars totaled $259,110 and $213,571, respectively. 55 In September 2025, we entered into a Data Services Agreement with Nextelligence, which is effective as of July 1, 2025. Under the agreement, we have access to and use of a proprietary marketing database and related analytical services Nextelligence either owns or licenses from Audience Acuity LLC, including customer profiling, audience targeting, and CRM support. The agreement imposes certain restrictions on our use of the data, including prohibitions on resale, reverse engineering and use in certain industries and applications. We paid a one-time fee of $120,000 and are required to pay a monthly fee of $10,000 for continued access to the data and services. The agreement has an initial three-year term, automatically renewing for successive one-year periods unless terminated in writing by either party not less than 30 days before the end of the initial term or subsequent term extension. For fiscal year ended June 30, 2026, the total amount of fees we paid to Nextelligence was $130,000. Between October 9, 2025, and November 21, 2025, Nextelligence provided aggregate funding to us totaling $1,500,000. Of this amount, $191,023 was remitted by Nextelligence on behalf of Celebrity Cigars, Inc. and Test Drive Live Inc. to fully satisfy their outstanding accounts receivable balances with us. As these entities are under common control, Nextelligence agreed to assume the obligations of both Celebrity Cigars, Inc. and Test Drive Live Inc. The remaining $1,308,977 was recorded as debt payable to Nextelligence. On November 21, 2025, we entered into a revolving convertible promissory note with Nextelligence for up to $5 million that matured 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, consisting of the $1,308,977 debt payable mentioned above and accrued interest thereon of $6,575. On April 20, 2026, we entered into a renewal revolving convertible promissory note with Nextelligence for up to $5 million. This renewal note extended the maturity date to June 30, 2027, and changed the conversion price from $8 a share to the closing price of a share of Class A common stock on the Nasdaq Global Market on the most recent trading day prior to the date Nextelligence gives us written notice of conversion. In connection with our execution of the renewal note, Nextelligence delivered written notice to us of its election to convert $1,714,052 of outstanding principal into 484,354 shares of Class A common stock. The total amount of interest paid to Nextelligence in connection with this indebtedness during fiscal years ended June 30, 2026, and June 30, 2025, was $0. As of September 25, 2026, the aggregate outstanding principal balance of all loans under the renewal note is $3,679,451. (b) Director Independence We are a “controlled company” under Nasdaq corporate governance standards because more than 50% of the voting power of our combined common stock is held by William A. Mobley, Jr. A “controlled company” may elect not to comply with certain Nasdaq corporate governance standards, including the requirement that: (i) a majority of our board of directors consists of “independent directors,” as defined under Nasdaq rules; (ii) we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and (iii) we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities. In reliance upon the foregoing exemptions, a majority of our board of directors currently does not consist of independent directors, we do not have a Nominating and Corporate Governance committee, and our Compensation Committee does not have a written charter. We may use any of these exemptions for so long as we are a controlled company. Accordingly, you will not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq. The “controlled company” exception does not modify the independence requirements for the Audit Committee, and we intend to comply with the requirements of Sarbanes-Oxley Act and Nasdaq. The rules of Nasdaq permit the composition of our Audit Committee to be phased-in as follows: (i) one independent committee member at the time our Class A shares are listed on Nasdaq; (ii) a majority of independent committee members after May 12, 2026; and (iii) all independent committee members after February 11, 2027. Thereafter, we will be required to have an Audit Committee composed entirely of independent directors. We currently have two independent directors on the Audit Committee and expect to have a third independent director on the Audit Committee prior to the end of 2026. If at any time we cease to be a “controlled company” under Nasdaq rules, our board of directors will take all action necessary to comply with the applicable Nasdaq rules, including appointing a majority of independent directors to our board of directors and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period. Our board of directors has reviewed the independence of our directors based on the listing standards of Nasdaq. Based on this review, our board of directors determined that William P. Jennings, Jr. and Eric Seidel are each independent within the meaning of Nasdaq rules. In making this determination, our board of directors considered the relationships that these non-employee directors have with us and all other facts and circumstances our board of directors deemed relevant in determining their independence. As required under applicable Nasdaq rules, we anticipate that our independent directors will meet in regularly scheduled executive sessions at which only independent directors are present. 56 Item 14. Principal Accounting Fees and Services. Audit and Non-Audit Fees Sadler, Gibb, and Associates served as the independent registered public accounting firm to audit our books and accounts for the fiscal year ended June 30, 2026. The table below presents the aggregate fees billed for professional services rendered by Sadler, Gibb, and Associates for the years ended June 30, 2026, and 2025, respectively. Sadler, Gibb, and Associates 2026 2025 Audit fees $ 199,815 $ 189,450 Audit-related fees - - Tax fees - - All other fees - - Total fees $ 199,815 $ 189,450 In the above table, “audit fees” are fees billed for services provided related to the audit of our annual consolidated financial statements, quarterly reviews of our interim condensed financial statements, and services normally provided by Sadler, Gibb, and Associates in connection with regulatory filings or engagements for that fiscal period. In the above table, “audit-related fees” consist of assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported above under “Audit Fees.” These services include consultation regarding accounting and financial reporting matters, as well as consent fees. Pre-Approval Policy It is the Audit Committee’s policy to approve in advance the types and amounts of audit, audit-related, tax, and any other services to be provided by our independent registered public accounting firm. In situations where it is not practicable to obtain full Audit Committee approval, the Audit Committee has delegated authority to the Chair of the Audit Committee to grant pre-approval of audit and permissible non-audit services and any associated fees. Any pre-approved decisions by the Chair are required to be reviewed with the Audit Committee at its next scheduled meeting. Since the formation of our Audit Committee on September 30, 2024, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 57 PART IV Item 15. Exhibits and Financial Statement Schedules. (a) The following documents are filed as part of this Annual Report: (1) Financial Statements The following documents are filed as part of this Annual Report, as set forth on the Index to Financial Statements found below after the signature page. ● Report of Independent Registered Public Accounting Firm F-2 ● Balance Sheets as of June 30, 2026, and 2025 F-3 ● Statements of Operations for the years ended June 30, 2026, and 2025 F-4 ● Statements of Stockholders’ Equity (Deficit) for the years ended June 30, 2026, and 2025 F-5 ● Statement of Cash Flows for the years ended June 30, 2026, and 2025 F-6 ● Notes to Financial Statements F-7 (2) Financial Statement Schedules All financial statement schedules are omitted because they are not applicable, or the required information is shown in the financial statements or notes thereto. (b) Exhibits to this Annual Report Incorporated By Reference Exhibit Number Exhibit Description Form As Exhibit Filing Date 3.1(a) Second Amended and Restated Articles of Incorporation of the Registrant S-1 3.1 07/24/2024 3.1(b) Amendment to Second Amended and Restated Articles of Incorporation of the Registrant, effective September 26, 2024 S-1 3.1(b) 11/01/2024 3.1(c) Amendment to Second Amended and Restated Articles of Incorporation of the Registrant, effective December 26, 2024 S-1 3.1(c) 01/14/2025 3.2 Second Amended and Restated Bylaws of the Registrant S-1 3.2 11/01/2024 4.1 Revolving Convertible Promissory Note made by FreeCast, Inc. in favor of Nextelligence, Inc., dated November 21, 2025 S-1 4.15 12/09/2025 4.2 Renewal Revolving Convertible Promissory Note made by FreeCast, Inc. in favor of Nextelligence, Inc., dated April 20, 2026 8-K 4.1 04/22/2026 4.3* Description of FreeCast, Inc. Class A Common Stock 9.1 Voting Trust Agreement by and among William A. Mobley, Jr., FreeCast, Inc. and Telebrands Corp. dated October 15, 2012 S-1 9.1 02/18/2020 10.1 Data Services Agreement between FreeCast, Inc. and Nextelligence, Inc., effective as of July 1, 2025 S-1 10.29 09/30/2025 10.2 Equity Purchase Agreement between FreeCast, Inc. and Amiens Technology Investments, LLC, dated December 8, 2025 S-1 10.30 12/09/2025 10.3 Amendment to Equity Purchase Agreement between FreeCast, Inc. and Amiens Technology Investments, LLC, dated March 30, 2026 8-K 10.1 04/03/2026 19.1* Insider Trading Policy 23.1* Consent of Sadler, Gibb & Associates, LLC 31.1* Certification of Principal Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certification of Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1* FreeCast, Inc. Clawback Policy 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. 58 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized. FREECAST, INC. Date: September 28, 2026 By: /s/ William A. Mobley, Jr. William A. Mobley, Jr. Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following people on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ William A. Mobley, Jr. Chief Executive Officer and Chairman of the Board of Directors September 28, 2026 William A. Mobley, Jr. (principal executive officer) /s/ Jonathan Morris Chief Financial Officer and Director September 28, 2026 Jonathan Morris (principal accounting and financial officer) /s/ William P. Jennings, Jr. Director September 28, 2026 William P. Jennings, Jr. /s/ Eric Seidel Director September 28, 2026 Eric Seidel 59 FREECAST, INC. INDEX TO FINANCIAL STATEMENTS Page Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 3627 ) F-2 Balance Sheets as of June 30, 2026, and 2025 F-3 Statements of Operations for the years ended June 30, 2026, and 2025 F-4 Statements of Stockholders’ Equity (Deficit) for the years ended June 30, 2026, and 2025 F-5 Statement of Cash Flows for the years ended June 30, 2026, and 2025 F-6 Notes to Financial Statements F-7 F- 1 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of FreeCast, Inc.: Opinion on the Financial Statements We have audited the accompanying balance sheets of FreeCast, Inc. (“the Company”) as of June 30, 2026, and 2025, the related statements of operations, stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2026, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of June 30, 2026, and 2025, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2026, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Sadler, Gibb & Associates, LLC We have served as the Company’s auditor since 2019. Draper, UT September 28, 2026 F- 2 FREECAST, INC. BALANCE SHEETS June 30, June 30, 2026 2025 Current Assets: Cash $ 8,919,833 $ 549,249 Accounts receivable, net 131,467 131,432 Accounts receivable - related party 98,400 146,303 Prepaid assets – related party 40,000 - Prepaid assets 155,371 - Other current assets 79,105 46,314 Total current assets 9,424,176 873,298 Non-current assets: Property and equipment, net 31,654 26,105 Prepaid assets, net of current portion – related party 40,000 - Security deposits 126,145 126,145 Operating lease, right-of-use asset 269,325 362,968 Total non-current assets 467,124 515,218 Total assets $ 9,891,300 $ 1,388,516 Current liabilities: Accounts payable and accrued expenses $ 2,972,265 $ 1,528,327 Accounts payable and accrued expenses - related party 547,059 330,108 Current portion of operating lease obligation 109,757 91,220 Current portion of deferred revenue 51,770 135,273 Note payable - current 99,476 - Convertible Note Payable - Related Party 3,679,451 3,865,555 Total current liabilities 7,459,778 5,950,483 Long term liabilities: Deferred revenue, net of current portion 435 2,705 Operating lease liabilities, net of current portion 179,079 288,836 Total long-term liabilities 179,514 291,541 Total liabilities 7,639,292 6,242,024 Stockholders’ equity: Preferred stock, $ 0.0001 par value, 5,000,000 shares authorized Series A Preferred Stock, par value $ 0.0001 , 4,000,000 shares issued and outstanding as of June 30, 2026, and June 30, 2025 400 400 Class A common stock, $ 0.0001 par value, 320,000,000 authorized; 28,988,755 and 25,947,813 shares issued and outstanding as of June 30, 2026, and June 30, 2025, respectively 2,900 2,596 Class B common stock, $ 0.0001 par value, 30,000,000 shares authorized; 13,925,640 and 13,937,640 shares issued and outstanding as of June 30, 2026, and June 30, 2025, respectively 1,393 1,394 Common stock subscriptions 8,018,358 - Additional paid-in capital 213,920,455 190,377,303 Accumulated deficit ( 219,691,498 ) ( 195,235,201 ) Total stockholders’ equity (deficit) 2,252,008 ( 4,853,508 ) Total liabilities and stockholders’ equity (deficit) $ 9,891,300 $ 1,388,516 The accompanying notes are an integral part of these financial statements. F- 3 FREECAST, INC. STATEMENTS OF OPERATIONS For the Year Ended June 30, 2026 2025 Net sales Sales $ 443,373 $ 406,255 Sales - related parties 267,509 221,894 Total revenue 710,882 628,149 Cost of revenue: Cost of revenue 127,556 346,581 Total cost of revenue 127,556 346,581 Gross profit 583,326 281,568 Operating costs and expenses: Compensation and benefits 6,140,956 5,482,968 Sales and marketing expense 329,762 524,930 General and administrative 6,791,058 8,029,108 Total operating expenses 13,261,776 14,037,006 Loss from operations ( 12,678,450 ) ( 13,755,438 ) Other income (expense): Interest income (expense), net ( 357,355 ) ( 301,327 ) Other income (expense), net ( 8,994 ) ( 9,183 ) Total other income (expense) ( 366,349 ) ( 310,510 ) Net loss before income tax $ ( 13,044,799 ) $ ( 14,065,948 ) Income tax expense (benefit) - - Net loss $ ( 13,044,799 ) $ ( 14,065,948 ) Deemed dividends attributable to warrant reissuance value ( 11,411,498 ) - Net loss attributable to common shareholders $ ( 24,456,297 ) $ ( 14,065,948 ) Net loss per common share - basic and diluted $ ( 0.62 ) $ ( 0.36 ) Weighted average common shares outstanding - basic and diluted 39,521,011 39,376,087 The accompanying notes are an integral part of these financial statements. F- 4 FREECAST, INC. STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) FOR THE YEARS ENDED JUNE 30, 2026, AND 2025 Total Redeemable Series A Series A Class A Class B Common Additional Stockholders’ Preferred Stock Preferred Stock Common Stock Common Stock Stock Paid-In Accumulated Equity Shares Amount Shares Amount Shares Amount Shares Amount Subscriptions Capital Deficit (Deficit) Balance as of June 30, 2025 - $ - 4,000,000 $ 400 25,947,813 $ 2,596 13,937,640 $ 1,394 - $ 190,377,303 $ ( 195,235,201 ) $ ( 4,853,508 ) Stock based compensation 259,354 259,354 Class A common stock issued for cash 337,500 34 2,699,966 2,700,000 Class A common stock issued for services 125,000 13 999,987 1,000,000 Shares issued to settle common stock subscriptions with related party 509,507 51 4,076,000 4,076,051 Shares converted from Class B to Class A common stock 12,000 1 ( 12,000 ) ( 1 ) - Class A common stock issued upon conversion of related party notes payable 1,806,935 180 3,763,872 3,764,052 Shares issued in connection with exercise of warrants 250,000 25 332,475 332,500 Common Stock Subscriptions received, net of offering costs 8,018,358 8,018,358 Deemed dividends attributable to warrant reissuance value 11,411,498 ( 11,411,498 ) - Net loss ( 13,044,799 ) ( 13,044,799 ) Balance as of June 30, 2026 4,000,000 $ 400 28,988,755 $ 2,900 13,925,640 $ 1,393 $ 8,018,358 $ 213,920,455 $ ( 219,691,498 ) $ 2,252,008 Balance as of June 30, 2024 4,000,000 $ 120,000,000 - $ - 32,993,283 $ 3,299 6,154,670 $ 616 $ - $ 63,495,755 $ ( 181,169,253 ) $ ( 117,669,583 ) Stock based compensation 484,947 484,947 Shares issued to settle common stock subscriptions 187,500 19 ( 1,500,000 ) 1,499,981 - Class A common stock subscription 1,500,000 1,500,000 Class A common Stock issued for cash 362,500 37 2,899,963 2,900,000 Class A common stock issued for cash to related party 187,500 19 1,499,981 1,500,000 Reclass from Class A common stock to Class B common stock ( 7,782,970 ) ( 778 ) 7,782,970 778 - Reclass of Series A preferred stock from mezzanine to permeant equity ( 4,000,000 ) ( 120,000,000 ) 4,000,000 400 119,999,600 120,000,000 Warrants issued for services 497,076 497,076 Net loss ( 14,065,948 ) ( 14,065,948 ) Balance as of June 30, 2025 - $ - 4,000,000 $ 400 25,947,813 $ 2,596 13,937,640 $ 1,394 $ - $ 190,377,303 $ ( 195,235,201 ) $ ( 4,853,508 ) The accompanying notes are an integral part of these financial statements. F- 5 FREECAST, INC. STATEMENTS OF CASH FLOWS For the Years Ended June 30, 2026 2025 Cash flows from operating activities: Net loss $ ( 13,044,799 ) $ ( 14,065,948 ) Reconciliation of net loss to net cash used in operating activities Depreciation and amortization expense 17,650 24,902 Operating lease expense 93,643 83,707 Warrants issued for services - 497,076 Stock-based compensation 259,354 484,947 Stock issued for services 1,000,000 - Bad debt expense 1,632 31,295 Expenses paid on behalf of the Company 26,232 - Changes in operating assets and liabilities: Accounts receivable ( 1,667 ) ( 161,237 ) Accounts receivable - related party 47,903 128,198 Prepaid assets – related party ( 80,000 ) - Prepaid assets ( 11,422 ) - Other current assets ( 32,791 ) ( 584 ) Operating lease liability ( 91,220 ) ( 75,061 ) Accounts payable and accrued expenses 1,443,938 611,991 Accounts payable and accrued expenses - related party 427,447 55,669 Deferred revenue ( 85,773 ) 52,754 Net cash used in operating activities ( 10,029,873 ) ( 12,332,291 ) Cash flows from investing activities: Purchase of property and equipment ( 23,199 ) ( 26,882 ) Net cash used in investing activities ( 23,199 ) ( 26,882 ) Cash flows from financing activities: Proceeds from issuance of Class A common stock 2,700,000 4,400,000 Proceeds from issuance of Class A common stock - related party - 1,500,000 Proceeds from Class A common stock subscriptions 8,329,808 - Transaction fees payable from Class A common stock subscriptions ( 311,450 ) Proceeds from warrant exercise 332,500 - Repayments on notes payable ( 70,705 ) - Payments on finance lease - ( 546 ) Proceeds from convertible note payable - related party 7,443,503 2,952,000 Repayments on convertible note payable - related party - ( 1,161,445 ) Net cash provided by financing activities 18,423,656 7,690,009 Net change in cash 8,370,584 ( 4,669,164 ) Cash, beginning of period 549,249 5,218,413 Cash, end of period $ 8,919,833 $ 549,249 Non-cash investing and financing activities: Shares issued upon conversion of related party convertible notes $ 7,840,106 $ 778 D&O Insurance Policy Financing $ 143,949 $ - Deemed dividend for warrant reissuance $ 11,411,498 $ - Reclassification of Series A temporary equity to stockholder’s equity $ - $ 120,000,000 The accompanying notes are an integral part of these financial statements. F- 6 FREECAST, INC. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2026, and 2025 Note 1 – Organization and Description of Business FreeCast, Inc. (the “Company”) developed and markets an interactive digital media guide that facilitates access to a virtual library of entertainment media. The Company is based in Orlando, Florida and was founded in 2011 as a Florida Corporation. The Company’s primary products are SmartGuide and Select TV. Both SmartGuide and Select TV utilize the Company-designed proprietary technology that searches, and aggregates internet distributed streaming media into an electronic media guide. SmartGuide is licensable to brands/manufacturers of devices with large online user bases, while Select TV is a retail package that is sold by monthly and/or annual subscriptions. In addition to subscription and product revenues, the Company generates revenue from its ad platform and agency services. FreeCast is a technology-driven streaming entertainment aggregator offering a unified, à la carte service for TV entertainment through a comprehensive Platform-as-a-Service (PaaS) model. The Company also earns revenue from direct client service contracts for marketing and campaign execution, such as the Launch That agreement, which involves discovery, development, and test media distribution services. These ad-related and agency revenues are recognized as distinct revenue streams in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Additionally, we provide Free Ad-Supported Streaming TV (“FAST”) channel buildouts which include post-production editing, motion graphic channel assembly and content acquisitions. We have aggregated over 500 FAST channels, which now provide material operations to the Company. We charge the customers based on time incurred for the services plus a reasonable margin in addition to any additional out of pocket cost incurred that is charged at cost to us. In addition, we split the advertising revenue. Revenue is recognized when services are performed. We charge a monthly platform fee for distributing the FAST channel on its platform. Revenue is recognized at the point in time when the content is available on the digital platform. Liquidity and Capital Resources The Company has incurred recurring losses from operations since inception, accumulating a deficit of approximately $ 220 million as of June 30, 2026. For the years ended June 30, 2026, and 2025, the Company incurred a net loss of approximately $ 13.0 million and $ 14.1 million, respectively. The Company may continue to incur losses and negative cash flows from operations as it executes its growth strategy and expands its business operations. Since the inception of the Company in 2011, the operations of the Company have been funded primarily through sales of Class A common stock to private investors, debt financing and exchange of Class A common stock for services received by the Company. Management plans to continue raising additional capital through the sale of equity and debt securities, along with exploring additional avenues to increase revenues. To the extent that the Company raises additional funds by issuing equity securities, the Company’s shareholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that impact the Company’s ability to conduct business. On July 2, 2026, the Company entered into a Securities Purchase Agreement with a group of accredited investors pursuant to a private placement financing. Prior to entering into the agreements, the Company received approximately $ 8.0 million of net proceeds during fiscal 2026, which were recorded as common stock subscriptions as of June 30, 2026. The private placement generated aggregate gross proceeds of approximately $ 23.7 million and net proceeds of approximately $ 22.3 million after placement agent commissions and offering costs. Management believes the net proceeds from the financing provide sufficient liquidity to fund the Company’s planned operations, working capital requirements, and capital expenditure needs for at least the twelve-month period following the issuance of these financial statements. Accordingly, the accompanying consolidated financial statements have been prepared on a going concern basis. While the Company has incurred recurring operating losses and negative cash flows from operations, management concluded that the July 2026 financing and related liquidity available to the Company alleviate any substantial doubt regarding the Company’s ability to continue as a going concern for at least one year from the date these financial statements are issued. F- 7 Note 2 – Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with GAAP and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. Use of Estimates The preparation of these financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts in the financial statements and disclosure in the accompanying notes. Actual results may differ from those estimates, and such differences may be material to the financial statements. The more significant estimates and assumptions by management include among others: accounts receivable realization, the valuation allowance on deferred tax assets, the valuation of the Company’s Class A common stock, options, warrants and revenue recognition. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities at the date of purchase of year or less to be cash equivalents. Cash and cash equivalents include bank demand deposits, marketable securities with maturities of year ended or less at purchase, and money market funds that invest primarily in certificates of deposits, commercial paper and U.S. government and U.S. government agency obligations. Cash equivalents are reported at fair value. As of June 30, 2026, the Company’s cash balance exceeded the FDIC insured limit by $ 8.7 million. Accounts receivable Accounts receivable are unsecured and are derived from revenue earned from customers. The Company estimates expected credit losses on accounts receivable in accordance with ASC 326, Financial Instruments-Credit Losses. The allowance for credit losses is based on historical collection experience, current economic conditions, customer-specific risk factors, and reasonable and supportable forecasts regarding future collectability. The Company evaluates the adequacy of the allowance each reporting period. Accounts are written off when management determines collection is not probable. Recoveries of amounts previously written off are recorded when received. The Company recognized bad debt expense for the years ended June 30, 2026, and 2025 of $ 1,632 and $ 31,295 , respectively. The allowance for credit losses was $ 32,964 and $ 31,332 as of June 30, 2026, and 2025, respectively. Property and Equipment Property and Equipment are stated at cost, less accumulated depreciation. Depreciation is determined on a straight-line basis over the estimated useful lives of the assets, which generally range from three to five years. Maintenance and repairs are charged against expense as incurred. Leases Effective July 1, 2019, we adopted ASC 842, Leases. Under ASC 842, we determine if a contractual arrangement is, or contains, a lease at the inception date. Right-of-use (“ROU”) assets and liabilities related to operating leases and finance leases are separately reported in the balance sheets. ROU assets and lease liabilities are recognized at the lease commencement date based on the present value of the future lease payments over the lease term. When the rate implicit to the lease cannot be readily determined, we utilize our incremental borrowing rate in determining the present value of the future lease payments. The incremental borrowing rate is derived from information available at the lease commencement date and represents the rate of interest that a lessee would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term in a similar economic environment. Operating lease ROU assets also include any cumulative prepaid or accrued rent when the lease payments are uneven throughout the lease term. F- 8 The ROU assets and lease liabilities may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease liabilities are increased by interest and reduced by payments each period, and the ROU asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the ROU asset result in straight-line rent expense over the lease term. Variable lease expenses are recorded when incurred. Segment Reporting The Company operates as a single operating and reportable segment. The Chief Executive Officer serves as the Company’s chief operating decision maker and evaluates operating performance and allocates resources on a consolidated basis. Going Concern Management evaluates whether conditions and events raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued in accordance with ASC 205-40, Presentation of Financial Statements - Going Concern. Debt and Convertible Notes Debt obligations are recorded at the amount of proceeds received, net of discounts, premiums and issuance costs. Convertible instruments are evaluated to determine whether embedded conversion or other features require separate accounting under applicable accounting guidance. Interest expense is recognized using the effective interest method. Income Taxes The Company accounts for income taxes under ASC 740 “Income Taxes,” which codified SFAS 109, “Accounting for Income Taxes” and FIN 48 “Accounting for Uncertainty in Income Taxes – an Interpretation of FASB Statement No. 109.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. FASB issued ASC 740-10 “Accounting for Uncertainty in Income Taxes”. ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Preferred Stock The Company classifies preferred stock as temporary equity or permanent equity based on the specific terms of the instrument and applicable accounting guidance. Preferred stock that is redeemable upon the occurrence of events that are outside the Company’s control is classified as mezzanine equity. Preferred stock that is not redeemable and does not otherwise meet the criteria for temporary equity classification is presented within stockholders’ equity. Equity Issuance Costs Incremental costs directly attributable to an equity offering are deferred when the offering is considered probable of completion. Upon completion of the offering, such costs are recorded as a reduction of the related proceeds within additional paid-in capital. Costs associated with abandoned or unsuccessful equity offerings are expensed as incurred. F- 9 Warrants and Other Equity-Classified Instruments The Company evaluates warrants and other freestanding financial instruments to determine whether they should be classified as equity or liabilities in accordance with applicable accounting guidance. Instruments classified as equity are recorded within stockholders’ equity and are not subsequently remeasured. Instruments classified as liabilities are initially recorded at fair value and remeasured at each reporting date, with changes in fair value recognized in earnings. The Company evaluates reissuances, modifications and exchanges of outstanding warrants to determine the appropriate accounting treatment, including the measurement of any incremental fair value. Incremental fair value is recognized based on the nature of the transaction and may be recorded as stock-based compensation expense, debt issuance costs, equity issuance costs, or deemed dividends. Modifications to Equity-classified Instruments A change in the terms or conditions of a warrant is accounted for as a modification. For a warrant modification accounted for under ASC 815, the effect of a modification shall be measured as the difference between the fair value of the modified warrant and the fair value of the original warrant immediately before its terms are modified, with each measured on the modification date. The accounting for incremental fair value of the modified warrants over the original warrants is based on the specific facts and circumstances related to the modification. When a modification is directly attributable to an equity offering, the incremental change in fair value of the warrants is accounted for as an equity issuance cost. When a modification is directly attributable to a debt offering, the incremental change in fair value of the warrants is accounted for as a debt discount or debt issuance cost. For all other modifications accounted for under ASC 815, the incremental change in fair value is recognized as a deemed dividend. Revenue Recognition Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services, in accordance with ASC 606. The Company’s contracts include various products or services or a combination of both, which are generally capable of being distinct and are accounted for as separate performance obligations. The Company’s contracts may contain multiple distinct performance obligations. F- 10 The transaction price of a contract is estimated based on the expected value for which a significant reversal of revenue is not expected to occur. Stand-alone selling prices are generally determined based on prices charged to customers. In arrangements with multiple performance obligations, the estimated transaction price is allocated to each distinct performance obligation based on relative stand-alone selling price. For the years ended June 30, 2026 2025 Membership (1) $ 56,311 $ 132,950 FAST Revenue – related parties (2) 267,509 221,894 Ad Revenue (3) 385,602 271,638 Other Revenue 1,460 1,667 Total $ 710,882 $ 628,149 (1) Membership sales refer to customers purchasing premium content through our SmartGuide for varying fees and recognized on a gross basis over the service period determined. (2) We provide end-to-end software solutions for development of FAST (Free Ad-Supported TV) channels to customers such as content creation, production, video studio rental, etc. to aid in the creation of content for their channels and a platform fee for distributing the channel. Revenue is recognized at the point in time the services are performed for the development of FAST channels. We charge a monthly platform fee for distributing the FAST channel on our platform. We recognized related party revenue of $ 267,509 for the year ended June 30, 2026. (3) During the year ended June 30, 2026, the Company recognized $385,602 of advertising revenue from the sale of advertising inventory, connected television (“CTV”) advertising campaigns, media planning, content distribution, channel promotion, and related digital media services. Revenue is recognized as performance obligations are satisfied and the related advertising, promotional, and media services are delivered. Included in advertising revenue was approximately $ 138,000 recognized under the Del Air Media Plan Agreement for media planning, audience targeting, creative development, lead-generation services, campaign optimization, and media distribution activities. The Company also recognized approximately $ 125,000 under the prior LaunchThat advertising and media services agreement for discovery, development, testing, creative production, and media distribution services. In addition, the Company recognized approximately $ 100,000 under the LaunchThat Programmatic Advertising Insertion Order for programmatic advertising, streaming television, connected television (“CTV”) advertising inventory, creative development, production services, and channel launch activities; approximately $ 10,000 under the NHK World-Japan Insertion Order for brand awareness and advertising delivery services; and approximately $ 12,500 under the CCTV News Content Co., Ltd. Internet Distribution Agreement related to content distribution, channel promotion, audience development, and advertising monetization services recognized over the applicable contractual service period. Revenue associated with these arrangements was recognized as the related performance obligations were satisfied. Subscription Membership Revenue The Company no longer generates subscription revenue through renewal sales of Rabbit TV and Rabbit TV Plus, or through Select TV and Streaming TV Kits, which operated as the successor products to Rabbit TV and Rabbit TV Plus. In October 2022, the Company’s SelectTV.com paid subscription service and packaged SelectTV Streaming TV Kits were discontinued. The Company rebranded to the corporate namesake FreeCast.com and relaunched its SmartGuide as a free registration subscription service. SmartGuide is the Company’s internet distributed streaming media guide that searches and aggregates media content on the web and facilitates access to its customers through Wi-Fi-enabled devices that support streaming video. The Company does, however, sell monthly subscriptions for premium content purchased through its SmartGuide for varying fees for different content. Revenue from such premium subscription fees is recognized on a gross basis over the service period as the Company is deemed to be the principal in the relationship with the end user. The Company controls the premium content before transferring it to the end user and has latitude in establishing pricing. The Company both retransmits and “ingests” and distributes this content. Subscription revenue is derived from online sales through search engine optimization, search engine marketing, various marketing advertising services, the utilization of resellers in the form of publishers that promote upcoming retail promotions and packages, as well as direct sales to subscribers of our Value Channels subscription service. Value Channels subscription contains 17 cable channels and sells on a monthly subscription or annual fee. Value Channels is integrated into the initial FreeCast.com free registration and then offered as an upgrade. Both FreeCast.com (free registration) and Value Channels are available in various streaming smart TV models (Google TV’s, Amazon Fire TV’s, LG, Samsung, TCL, Sony, and others), plus Streaming Devices (Amazon Fire, Google ChromeCast, Apple TV), PC’s/Laptops and mobile apps for Android and iOS devices. Subscription revenue is recognized ratably on a straight-line basis over the duration of the subscription period, generally ranging from one month to five years. If the subscriber renews early, then the expiration date is extended by the renewal period, and the additional subscription fee is deferred and amortized over the additional months purchased by the subscriber. The Company no longer offers SelectTV lifetime subscriptions, which were initially deferred and recognized over a five-year period. All subscription fees are collected at the time of purchase. F- 11 FAST (Free Ad-Supported TV) We provide FAST channel buildouts that include post-production editing, motion graphics, channel assembly and content acquisitions. We charge the customers based on time incurred for the services plus a reasonable margin in addition to any additional out-of-pocket cost incurred that is charged at cost to us. Revenue is recognized when services are performed. The Company charges a monthly platform fee for distributing the FAST channel on its platform. Revenue is recognized at the point in time when the content is available on the digital platform. Ad Revenue Ad Platform Revenue FreeCast is an agent in transactions on its FreeCast Ad Exchange platforms. The Company acts as an intermediary between DSPs and non-owned and operated publishers by providing access to a platform that allows both parties to transact in the buying and selling of ad inventory. The transaction price is determined through a real-time auction, and the Company has no pricing discretion or obligation related to the fulfillment of the advertising delivery The Company generally invoices buyers at the end of each month for the full purchase price of ad impressions monetized in that month. Accounts receivables are recorded at the amount of gross billings for the amounts the Company is responsible to collect, and accounts payable are recorded at the net amount payable to suppliers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. Ad Agency Revenue The Company earns revenue from direct client service contracts for marketing and campaign execution, such as the Launch That agreement. These contracts typically involve two distinct phases: ● Phase 1: Discovery and Development Services (data research, audience analysis, creative development). Revenue is recognized over time using an input method based on the proportion of costs incurred relative to total estimated costs for Phase 1. ● Phase 2: Test Media Distribution Services (media placement, outreach, KPI reporting). Revenue is recognized upon delivery of the performance evaluation report specified in the contract. Revenue from such contracts is presented separately from “Other Revenue” due to its materiality and distinct nature Deferred Revenue – Ad Agency Revenue For the Ad Agency revenue stream, the Company provides demand partners with access to the FreeCast Ad Platform, enabling real-time bidding on advertising inventory. Revenue is recognized at a point in time when a transaction is completed—specifically, when a bid is won and the client’s purchase occurs through the platform. Amounts invoiced in advance of the completion of these transactions are recorded as deferred revenue and recognized as revenue when our performance obligation is satisfied. Advertising & Media Revenue The Company generates Advertising & Media Revenue from: (i) direct advertising campaign arrangements in which customers purchase advertising inventory and promotional services through the Company’s owned and operated streaming television, connected television (“CTV”), mobile, web and related digital media properties; and (ii) content distribution, channel promotion, audience development, carriage fee and advertising monetization arrangements involving third-party channel partners. Representative arrangements include LaunchThat, Del Air, NHK World-Japan and CCTV News Content Co., Ltd. Revenue is generally recognized over time as advertising campaign delivery services, content distribution services, channel promotion services and audience development services are provided. Fixed campaign fees and carriage fees are recognized over the applicable service period, while revenue-sharing arrangements are recognized as the underlying advertising activities occur and become measurable. O ther Revenue Other revenue consists primarily of licensing, referral fee, and other miscellaneous revenue streams. Revenue is recognized when the related performance obligations are satisfied in accordance with ASC 606. Other revenue was not material for the years ended June 30, 2026, and 2025. Deferred Revenue Deferred revenue consists principally of prepaid but unrecognized membership revenue and advertising fees received or billed in advance of the delivery of services. The Company may pay sales incentives, in cash or by issuing equity instruments, to distributors of its memberships. Such sales incentives are not recognized as deferred revenue; rather, they are recognized in current operations when issued, regardless of amounts in deferred revenue that may have resulted from the distributor’s efforts. Deferred revenue primarily consists of memberships purchased upfront and recognized ratably over the applicable service period. Advertising and media contracts generally have durations of less than one year and revenue is recognized as the related performance obligations are satisfied. As of June 30, 2026, the Company had deferred revenue of approximately $ 52,000 , substantially all of which is expected to be recognized as revenue within the next twelve months. During the year ended June 30, 2026, the Company recognized approximately $ 125,000 of revenue that was included in deferred revenue as of June 30, 2025. F- 12 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Cash and cash equivalents of the Company are exposed to credit risk, subject to federal deposit insurance, in the event of default by the financial institutions holding its cash and cash equivalents to the extent of amounts recorded on the balance sheet. The cash accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 . As of June 30, 2026, the Company’s cash balance exceeded the FDIC insured limit by $ 8,669,883 . As of June 30, 2026, the Company had two customers, SportX LLC and related party customer Celebrity Cigars, Inc., representing 63.6 % and 35.5 %, respectively, of the Company’s receivables. As of June 30, 2025, the Company had two customers, SportX LLC and related party customer Celebrity Cigars, Inc., representing 51.1 % and 44.5 %, respectively, of the Company’s receivables. As of June 30, 2026, the Company had three customers, Launch That, related party customer Celebrity Cigars, Inc., and Del Air, representing 31.7 %, 30.2 % and 19.4 %, respectively, of the Company’s revenues. As of June 30, 2025, the Company had two related party customers, Test Drive Live Inc. and Celebrity Cigars, Inc., representing 13.7 % and 20.3 %, respectively, of the Company’s revenues. Cost of Revenue Cost of revenue consists primarily of subscription costs and FAST streaming costs such as third-party hosting costs, infrastructure costs and salaries and benefits related to employees for our customer support. The Company makes payments to third-party ad servers in the period in which the advertising impressions are delivered, or click-through actions occur, and accordingly records this as a cost of revenue in the related period. Hosting costs consist of content streaming, maintaining our internet service and creating and serving advertisements through third-party ad servers. Cost of revenue also consists of FAST channel buildout costs such as the salaries and benefits related to employees, facility related expenses and information technology associated with supporting these buildouts. Sales and Marketing Sales and marketing consist primarily of contracts with third-party operators as well as employee-related costs, including, and commissions related to employees in sales, sales support and marketing departments. In addition, sales and marketing expenses include external sales and marketing expenses such as third-party marketing, branding, advertising, public relations expenses, commissions, facilities-related expenses, and infrastructure costs. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels as follows: Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 — observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and Level 3 — assets and liabilities whose significant value drivers are unobservable. The Company applies fair value accounting for all assets and liabilities that are recognized or disclosed at fair value in the financial statements. The carrying amounts reported in the financial statements for cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short-term nature. F- 13 Stock-Based Compensation Stock-based compensation issued is measured at the date of grant based on the estimated fair value of the award, net of estimated forfeitures. The grant date fair value of a stock-based award is recognized as an expense over the requisite service period of the award on a straight-line basis. The Company will recognize compensation expense, measured as the fair value of the stock-based compensation on grant date, when a performance condition is considered probable of occurring. For purposes of determining the variables used in the calculation of stock-based compensation issued to employees, the Company performs an analysis of current market data and historical data to calculate an estimate of implied volatility, the expected term of the option and the expected forfeiture rate. With the exception of the expected forfeiture rate, which is not an input, the Company uses these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of warrants granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s Statements of Operations. In addition, any differences between estimated forfeitures and actual forfeitures could also have a material impact on the Company’s financial statements. In accounting for modifications of equity-classified warrants held by employees, it is the Company’s policy to determine the impact by analogy to the share-based compensation guidance of ASC 718, Compensation - Stock Compensation (“ASC 718”). The model for a modified share-based payment award that is classified as equity and remains classified in equity after the modification is addressed in ASC 718-20-35-3. Pursuant to that guidance, the incremental fair value from the modification is recognized as stock-based compensation expense in the statements of operations to the extent the modified instrument has a higher fair value. Loss Contingencies Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net income (loss) attributable to all classes of common shareholders of the Company by the weighted average number of shares of all classes of common stock outstanding during the applicable period. Both Class A and Class B common stock are combined for the purposes of calculating EPS, due to the equal earnings participation rights between the two classes. Diluted earnings (loss) per share is determined in the same manner as basic earnings (loss) per share, except that the number of shares is increased to include restricted stock still subject to risk of forfeiture and to assume exercise of potentially dilutive stock options using the treasury stock method, unless the effect of such increase would be anti-dilutive. F- 14 The following table provides the number of Class A common stock equivalents not included in diluted income per share, because the effects are anti-dilutive, for the fiscal years ended June 30, 2026, and 2025, respectively. For the Fiscal Year Ended June 30, 2026 2025 Convertible debt and liabilities 702,779 503,549 Options 849,448 953,892 Warrants 3,451,060 8,056,087 Total 5,003,287 9,513,528 Recently Issued Accounting Pronouncements The Company has reviewed the recent accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”), including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, and determined that these pronouncements do not have a material impact on the Company’s current or anticipated consolidated financial statement presentation or disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740) – Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires that an entity, on an annual basis, disclose additional income tax information, primarily related to the rate reconciliation and income taxes paid. The amendment in the ASU is intended to enhance the transparency and decision usefulness of income tax disclosures. The ASU’s amendments are effective for annual periods beginning after December 15, 2024. The Company adopted ASU 2023-09 during fiscal 2026. The adoption did not have a material impact on the Company’s financial position, results of operations or cash flows, but resulted in additional income tax disclosures in the notes to the financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company adopted ASU 2023-07 during fiscal 2025. The adoption primarily impacts disclosure requirements and did not have a material impact on the Company’s financial position, results of operations or cash flows. Note 3 – Segment Reporting The Company operates as a single operating and reportable segment. The Company’s Chief Executive Officer , who is the chief operating decision maker (“CODM”), reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Company’s operations are organized as a single segment because the nature of its products and services, production processes, customer base, distribution methods and economic characteristics are similar. Accordingly, the Company has one operating and reportable segment. F- 15 Note 4 – Property and Equipment Property and equipment, net consisted of the following: June 30, June 30, 2026 2025 Property and equipment $ 198,464 $ 175,265 Less: accumulated depreciation ( 166,810 ) ( 149,160 ) Property and equipment, net $ 31,654 $ 26,105 Depreciation expense was $ 17,650 and $ 24,902 for the years ended June 30, 2026, and 2025, respectively, and is classified in general and administrative expenses in the Statements of Operation s. Note 5 – Debt Convertible Note’s Payable – Related Party In June 2016, the Chief Executive Officer of the Company (“CEO”), William Mobley, loaned the Company $ 111,000 , at an interest rate of 12 % per annum. The loan matured on December 31, 2017 , and the note is convertible into shares of Class B common stock at a conversion price of $ 0.50 per share. The note was converted on March 29, 2024. As of March 29, 2024, and June 30, 2023, accrued interest charges related to this loan were $ 25,020 and $ 19,003 , respectively. The outstanding principal and accrued interest balance on March 29, 2024, of $ 92,068 was converted into 184,136 shares of Class B common stock. As of June 30, 2026, the outstanding principal and interest due to William Mobley was $ 0 . F- 16 On May 3, 2024, the Company signed a convertible promissory note with Nextelligence in the principal amount of $ 1,000,000 . The note accrued interest at 12 % per annum and was due and payable no later than May 3, 2025. At Nextelligence’s option, all or part of the outstanding principal and accrued interest may be converted into shares of our Class A common stock at a conversion price of $ 8.00 per share. On July 1, 2024, the Company repaid $ 1,075,000 on the convertible promissory note with related party Nextelligence. On December 13, 2024, the Company renewed and modified the original May 3, 2024, note to incorporate additional borrowings. On July 26, 2025, the Company approved the conversion of all outstanding principal and interest into common shares at a conversion price of $ 8 per share. The conversion was accounted for as settlement of a stock subscription with no gain or loss recognized. The principal of $ 3,865,555 and accrued interest of $ 210,496 , total of $ 4,076,051 was converted into 509,507 shares of Class A common stock. Between October 9, 2025, and November 21, 2025, Nextelligence, a related party, majority owned by our CEO, provided aggregate funding to us totaling $ 1,500,000 . Of this amount, $ 191,023 was remitted by Nextelligence on behalf of Celebrity Cigars, Inc. and Test Drive Live Inc. to fully satisfy their outstanding accounts receivable balances with the Company. As these entities are under common control, Nextelligence agreed to assume the obligations of both Celebrity Cigars, Inc. and Test Drive Live Inc. The remaining $ 1,308,977 was recorded as a revolving convertible note payable to Nextelligence, for a total of $ 1,308,977 . The Company and Nextelligence entered into an agreement on November 21, 2025, to place terms on this revolving convertible note payable. The new outstanding revolving convertible note payable has an interest rate of 12 %, a maturity date of June 30, 2026 , and is convertible at Nextelligence’s discretion for $ 8 per share of Class A common stock. Additionally, the agreement capitalized all unpaid accrued interest as of November 21, 2025, for $ 6,575 , which resulted in an “original principal balance” of $ 1,315,552 . On April 20, 2026, the Company renewed and modified its revolving convertible promissory note with Nextelligence, Inc, a related party majority owned by the Company’s Chief Executive Officer. The renewed note bears interest at 12% per annum, matures on June 30, 2027, and is convertible at the holder’s option into shares of the Company’s Class A common stock at a conversion price equal to the closing price of the Company’s Class A common stock on the Nasdaq Global Market on the most recent trading day before conversion. The Company accounted for the renewal as a debt modification. The Company determined that the embedded conversion feature does not require bifurcation as a derivative liability because the feature settles a fixed monetary amount of debt in shares at contemporaneous market value. Between the date of the executed agreement on November 21, 2025 and June 30, 2026, the Company has received an additional $ 6,127,951 . Additionally, Nextelligence elected to convert a total of $ 3,764,052 into common stock throughout the period. As of June 30, 2026, the total outstanding principal is $ 3,679,451 and the accrued interest balance is $ 256,111 for a total outstanding balance of $ 3,945,562 . Notes Payable – D&O Insurance Financing On March 12, 2026, the Company entered into an agreement with Capital Premium Financing to provide financing in an aggregate amount of $ 143,949 for the insurance premium associated with a D&O policy. The policy commenced March 12, 2026, and provided coverage for the next 12 months, expiring March 12, 2027. The loan bears interest at a 13.95 % rate per annum. We are required to pay monthly principal and interest of approximately $ 24,977 paid over 6 months, with the final payment on September 12, 2026. Notes Payable – Due to John Francis During 2026, the Company’s automatic payment for a monthly insurance premium in the amount of $ 26,232 was returned due to insufficient funds. To prevent a lapse in coverage and avoid potential late fees, John Francis, the Company’s insurance agent, remitted the payment on the Company’s behalf. As a result, the Company recorded a payable to John Francis of $ 26,232 as of June 30, 2026. The amount is non-interest bearing, unsecured, and due on demand. The full principal balance was recorded as Notes payable – current on the balance sheet. F- 17 Note 6 – Stockholders’ Equity (Deficit) and Mezzanine Equity Preferred Stock The Preferred Stock is divided into series, with the first series designated “Series A Preferred Stock” and consisting of 4,000,000 shares (the “Series A Shares”). Our board of directors may designate the remaining 1,000,000 authorized but unissued shares of Preferred Stock with such rights and privileges as the board of directors may determine without notice to our shareholders and without shareholder approval. As of June 30, 2026, and 2025, there were 4,000,000 shares of Series A Preferred Stock issued and outstanding, respectively. On May 16, 2024, in conjunction with the Reverse Split and Amendment, the Company’s largest shareholder Nextelligence, Inc., which is a related party and controller by the Company’s CEO, agreed to forfeit and cancel 20,000,000 shares of Class A common stock in exchange for the issuance of 4,000,000 shares of Series A preferred stock. The Company determined the Series A Preferred Stock is classified as temporary mezzanine equity because the redemption rights are not solely within the Company’s control because the Company’s CEO, William Mobley is able to force the Company to redeem the shares for cash. Accordingly, the Company classifies the Series A Preferred Stock as mezzanine equity pursuant to ASC 480-10-S99. The Company accounted for the issuance of the Series A Preferred Stock at its fair value of $ 115,000,000 . Subsequently, the Company has adjusted the carrying value of the Series A Preferred shares to its maximum redemption amount, which is $ 30 per share or $ 120,000,000 in the aggregate, given the instrument is currently redeemable. The initial fair value of the Series A Preferred Stock was valued using a discounted cash flow and back solve method to determine $ 28.75 per share or $ 115,000,000 in the aggregate. The significant inputs were as follows: perpetual growth rate of 3 %, market change factor of 5.8 %, liquidity event of 1 year, volatility of 71.69 % and risk-free rate of 5.13 %. The accretion of $ 5,000,000 to redemption value was recorded as a deemed dividend and is disclosed on the statement of operations. On September 26, 2024, the Company amended the Series A Preferred Stock to remove the redemption right by the Company pursuant to an amendment to the Company’s articles of incorporation filed with the Florida Secretary of State, and effective, on September 26, 2024. On December 26, 2024, the Company amended the terms and conditions of the Series A Preferred Stock to replace the deemed liquidation triggered by a change in control with an ordinary liquidation. In conjunction with this amendment, the Company reclassified the Series A Preferred Stock from mezzanine equity to permanent equity because the features giving rise to mezzanine equity classification, the redemption right and the deemed liquidation, have been removed as part of the amendment. F- 18 A summary of the powers, preferences, rights, privileges, restrictions, and other matters relating to the Series A Shares are as follows: Dividends . In any fiscal year Series A Shares are outstanding where the Company has revenue of more than $ 50,000,000 , the holder of the Series A Shares (the “Series A Shareholder”) shall be entitled to receive an annual cash dividend equal to ten percent of any revenue above $ 50,000,000 (the “Annual Dividend Payment”). Subject to meeting the above criteria for such fiscal year, Annual Dividend Payments shall continue until such time as the aggregate amount of all Annual Dividend Payments is equal to the lesser of: (i) $ 160,000,000 ; or (ii) the product of the then number of outstanding shares of Series A Preferred Stock and $ 40 (as may be adjusted for any subdivisions or combinations) (the “Maximum Dividend Payment”). Notwithstanding the above, such dividends shall be payable only to the extent permitted by law out of assets legally available therefore. No dividends shall be paid on any Common Stock during any fiscal year of the Company until the Annual Dividend Payment on the Series A Shares shall have been paid or declared and set apart during that fiscal year. Liquidation Preference . In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the Series A Shareholder is entitled to receive, prior and in preference to any distribution of any of the assets of the Company to the holders of Common Stock, or other junior equity security by reason of their ownership thereof, an amount per Series A Share equal to $ 30 (as may be adjusted for any subdivisions or combinations) (the “Liquidation Amount”). If upon the occurrence of such event, the assets and funds to be distributed to the Series A Shareholder are insufficient to permit the payment to the Series A Holder of the full preferential Liquidation Amount, then the entire assets and funds of the Company legally available for distribution shall be distributed to the Series A Shareholder. After the distribution described above has been paid, the remaining assets of the Company available for distribution to shareholders shall be distributed among the holders of Common Stock pro rata based on the number of shares of Common Stock held by them. Any change in ownership or fundamental change shall be treated as a liquidation, dissolution or winding up of the Company, and shall entitle the Series A Shareholder and the holders of Common Stock to receive at the closing cash, securities or other property as specified above. Whenever the distribution provided for in this section shall be payable in securities or other property other than cash, the value of such distribution shall be the fair market value of such securities or other property as determined in good faith by the board of directors. Redemption by the Company . The Company has the right at any time (the “Call Right”), but not the obligation, to cause the Series A Shareholder to sell some or all of the Series A Shares to the Company at the purchase price per share of $ 30 (as may be adjusted for any subdivisions or combinations) (the “Call Purchase Price”). If the Company desires to purchase the Series A Shares, the Company shall deliver to the Series A Shareholder a written notice (the “Call Exercise Notice”) exercising the Call Right. The closing of any sale of Series A Shares shall take place on a date (the “Call Right Closing Date”) no later than ten days following receipt by the Series A Shareholder of the Call Exercise Notice. As mentioned above, the redemption feature was removed on September 26, 2024, as part of the amendment to the Company’s articles of incorporation. Voting Rights . Except as otherwise required by law, the Series A Shares have no voting rights or powers on any matter presented to the shareholders of the Company for their action or consideration at any meeting of shareholders of the Company (or by written consent of shareholders in lieu of a meeting). Conversion Rights . Except as otherwise required by law, the Series A Shares have no conversion rights or powers to convert into any other capital stock or security of the Company. Transfers . Except as otherwise required by law, the Series A Shareholder has no rights or powers to enter into and/or consummate any sale, assignment, transfer, conveyance, hypothecation or other transfer or disposition of one or more of the Series A Shares or any legal or beneficial interest in the Series A Shares, whether or not for value and whether voluntary or involuntary, without the prior written consent of the Company, in its sole discretion. F- 19 The Board of Directors may designate the authorized but unissued shares of the Preferred Stock with such rights and privileges as the board of directors may determine. As such, our board of directors may issue 5,000,000 preferred shares and designate the conversion, voting and other rights and preferences without notice to our shareholders and without shareholder approval. Common Stock As of June 30, 2026, the Company is authorized to issue 320,000,000 shares of Class A common stock and 30,000,000 shares of Class B common stock at a par value of $ 0.0001 per share. As of June 30, 2026, and June 30, 2025, the Company had shares of Class A common stock outstanding of 28,988,755 and 25,947,813 , respectively. As of June 30, 2026, and 2025, the Company had shares of Class B common stock outstanding of 13,925,640 and 13,937,640 , respectively. In general, except with regards to voting rights described below, shares of Class A Common Stock and Class B Common Stock have the same rights and privileges and rank equally, share ratably and are identical in all respects as to all matters. Without limiting the generality of the foregoing: (a) in the event of a merger, consolidation or other business combination requiring the approval of the holders of the Company’s capital stock entitled to vote thereon (whether or not the Company is the surviving entity), the holders of Class A Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration, if any, as the holders of Class B Common Stock and the holders of Class A Common Stock shall have the right to receive, or the right to elect to receive, at least the same amount of consideration, if any, on a per share basis as the holders of Class B Common Stock; and (b) in the event of (i) any tender or exchange offer to acquire any shares of Common Stock by any third party pursuant to an agreement to which the Company is a party or (ii) any tender or exchange offer by the Company to acquire any shares of Common Stock, pursuant to the terms of the applicable tender or exchange offer, the holders of Class A Common Stock shall have the right to receive, or the right to elect to receive, the same form of consideration as the holders of Class B Common Stock and the holders of Class A Common Stock shall have the right to receive, or the right to elect to receive, at least the same amount of consideration on a per share basis as the holders of Class B Common Stock. With regards to voting rights, the holders of shares of Class A Common Stock and Class B Common Stock vote together as one class on all matters (including the election of directors) submitted to a vote or for the consent of the shareholders of the Company. However, each holder of shares of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the shareholders of the Company, and the holder of shares of Class B Common Stock shall be entitled to fifteen (15) votes for each share of Class B Common Stock held as of the applicable date on any matter that is submitted to a vote or for the consent of the shareholders of the Company. Shares of Class B common stock may only be issued to and held by William A. Mobley, Jr. personally or jointly with his spouse, and certain permitted entities owned or controlled by Mr. Mobley, or for which he has sole disposition and voting power over shares held by such entities, other than Nextelligence (each, a “Class B Holder”). Any issuance by us of Class B shares to anyone other than a Class B Holder is immediately null and void, and of no legal validity, force, or effect. Unless a Class B Holder requests to receive Class A shares, any issuance of common stock by us to a Class B Holder will be shares of Class B common stock. If a Class B Holder purchases or otherwise acquires or receives any shares of Class A common stock from a person or entity other than us, upon receipt thereof such shares of Class A common stock shall automatically be reclassified as and become an equal number of shares of Class B common stock. As of June 30, 2026, and 2025, William A Mobley, Jr. the Company CEO and Majority owner has 13,925,640 and 13,937,640 Class B shares outstanding, respectively, which is 100 % of the Class B shares outstanding as of both reporting periods. Class A Common Stock Subscriptions During the year ended June 30, 2026, the Company received approximately $ 8.0 million in net proceeds from investors pursuant to securities purchase agreements involving pre-funded warrants. The transaction had not yet closed, and the related warrants had not been issued as of June 30, 2026. Accordingly, the proceeds were recorded as Common stock subscriptions within stockholders’ equity. The balance was adjusted for associated offering and financing costs related to the transaction and will be reclassified to additional paid in capital upon issuance of the underlying warrants. Any subsequent exercises will be accounted for on an individual basis for the number of underlying shares of common stock issued in exchange for the warrants. The deposits related to this transaction are associated with the future issuance of 2,776,600 pre-funded warrants. In the year ended June 30, 2025, the Company received deposits in the amount of $ 1,500,000 for 187,500 Class A common shares to be issued pursuant to securities purchase agreements. These common shares were issued in January and February 2025. F- 20 During the year ended June 30, 2025, pursuant to the common stock subscription agreements, the Company issued 362,500 shares of Class A common stock at $ 8.00 per share for a total of $ 2,900,000 . During the year ended June 30, 2025, pursuant to the common stock subscription agreements, the Company issued 187,500 shares of Class A common stock at $ 8.00 per share for a total of $ 1,500,000 to related parties. Class A common stock issuance During the year ended June 30, 2026, the Company received deposits from three third party investors in the amount of $ 2,700,000 for 337,500 Class A common shares to be issued pursuant to the securities purchase agreement. These common shares were issued in July 2025. Additionally, during the year ended June 30, 2026, the Company issued 1,806,935 shares to a related party in exchange for the conversion of a convertible related party note payable at various conversion prices between $ 1.55 and $ 4.00 per share. The principal of $ 3,764,052 was converted into 1,806,935 shares of Class A common stock (See Note 5). On July 26, 2025, the Company approved the conversion of all outstanding principal and interest on a related party convertible note payable into common shares at a conversion price of $ 8 per share. The principal of $ 3,865,555 and accrued interest of $ 210,496 , total of $ 4,076,051 was converted into 509,507 shares of Class A common stock (See Note 5). On September 25, 2025, the Company issued 125,000 shares of its Class A common stock at $ 8 per share for a total value of $ 1,000,000 to Maxim Partners LLC (“Maxim”) in connection with its affiliate’s engagement as a financial advisor to assist with certain aspects of the Company’s direct listing process. The $ 1,000,000 issuance for services performed was deferred and resulted in a net effect of $ 0 on the Stockholder’s deficit as of December 31, 2025. Initially, the Company recorded an increase in common stock for the par value of the shares of $ 13 and reduced Additional Paid in Capital for the same amount. The advisory services contracted to be provided by Maxim’s affiliate include strategic guidance on listing objectives, structural planning, and investor communication strategy, with the penultimate service being the official direct listing. During the year ended June 30, 2026, the direct listing happened, which completed Maxim’s duties to perform contracted services. As a result, the Company recorded the $ 1,000,000 as stock-based compensation expense and an increase to Additional Paid in Capital for the same amount. Warrants The Company from time-to-time issues warrants in conjunction with equity financing and to employees and non-employees for services. During the year ended June 30, 2024, the Company issued warrants to purchase an aggregate of 100,000 shares of Class A common stock of the Company to the Company’s Chief Operating Officer for services in conjunction with his employment agreement. The warrants vest over a twelve-month term and have an exercise price of $ 2.00 per share. As a result, the Company recognized stock-based compensation of $ 144,262 for the years ended June 30, 2025. Under the Black-Scholes-Merton option pricing model the fair value of the warrants at time of issuance was approximately $ 572,343 , the Company will amortize the fair value over 12 months as compensation and benefits expense in the accompanying statement of operations. The significant inputs were as follows: Class A common stock fair value of $ 7.32 , volatility of 61.67 %, term of 3 years and risk-free rate of 4.66 %. During the year ended June 30, 2025, the Company amended Mr. Savine’s employment agreement on November 15, 2024, to terminate the warrants in consideration for a cash bonus that is contingent upon a Liquidity Event as defined in Note 8. The termination of the warrants was treated as a cancellation and all previously unrecognized compensation cost of $ 352,814 was recognized on November 15, 2024, the date of cancellation. On May 1, 2023, the Company issued warrants to Gary Engel, the Company’s Chief Marketing Officer, to purchase 12,500 shares of our Class A common stock, exercisable at $ 6.00 per share, issued in connection with entering into an employment agreement, effective May 1, 2023. The warrant vests ratably over 12 months and may be exercised in whole or in part at any time or from time to time from the vesting date up to and including May 1, 2026. Under the Black-Scholes-Merton option pricing model the fair value of the warrants at time of issuance was approximately $ 7,666 . The Company will amortize the fair value over 12 months as compensation and benefits expense in the accompanying statement of operations. The significant inputs were as follows: Class A common stock fair value of $ 1.80 , volatility of 92.1 %, term of 3 years and risk-free rate of 3.85 %. On April 8, 2026, the Company issued warrants to purchase an aggregate of 6,743,587 shares of its Class A common stock at an exercise price of $ 4.25 per share, exercisable through May 15, 2026. On May 15, 2026, the Company amended the warrants to reduce the exercise price from $ 4.25 to $ 1.33 per share and extend the expiration date from May 15, 2026, to May 22, 2026. The amendment also permitted certain holders with aggregate exercise prices exceeding $ 200,000 to pay 25 % of the exercise price upon exercise and the remaining 75 % by June 19, 2026. During the extension period, holders exercised 250,000 warrants for aggregate cash proceeds of $ 332,500 . The remaining warrants expired unexercised on May 22, 2026 . F- 21 The value of the Warrants was calculated using the Black-Scholes-Merton option pricing model. The fair value of the Warrants as of April 8, 2026, was calculated at $ 9,550,942 . The incremental fair value attributable to the Warrant Modification, which was measured at the amount equal to the change in fair value of the warrants immediately before and immediately after the Warrant Modification, was calculated at $ 1,860,556 . The fair value of the warrants immediately before the Warrant Modification was determined to be $ 0 because the warrants were set to expire on the amendment day. Accordingly, the aggregate fair value attributable to the issuance and subsequent modification was $ 11,411,498 . The aggregate fair value attributable to the issuance and subsequent modification of the warrants, all of which were held by non-employees, was treated as a deemed dividend and is reflected as “Deemed dividend on warrant reissuance and modification” in the accompanying statement of operations. Accordingly, the issuance and subsequent modification were recorded as an increase in additional paid-in capital with a corresponding decrease to retained earnings. The Company utilized the closing market price of our Class A common stock to determine its fair value as of the respective measurement dates. The fair value of a share of our Class A common stock was $ 4.08 as of April 8, 2026, and $ 1.44 as of May 15, 2026. The significant inputs used to value the Warrants as of April 8, 2026, included expected volatility of 292.90 %, an expected term of approximately 0.10 years, a risk-free interest rate of 3.67 % and an expected dividend yield of 0 %. The significant inputs used to measure the incremental fair value attributable to the Warrant Modification as of May 15, 2026, included expected volatility of 284.21 %, expected terms of approximately 0 years immediately before the modification and approximately 0.019 years immediately after the modification, a risk-free interest rate of 3.71 % and an expected dividend yield of 0 %. On June 30, 2026, the Company received net deposits of $ 8,018,358 related to 2,776,600 pre-funded warrants that were issued as a part of the PIPE financing transaction that closed on July 2, 2026. F- 22 The following is a summary of outstanding stock warrants as of the years ended June 30, 2026, and 2025: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (years) Intrinsic Value Warrants outstanding as of June 30, 2024 8,156,087 $ 4.72 1.7 $ 26,716,879 Warrants exercisable as of June 30, 2024 8,069,238 $ 4.75 1.7 $ 26,195,785 Issued - - - Expired and forfeited ( 100,000 ) - - Exercised - - - Warrants outstanding as of June 30, 2025 8,056,087 $ 4.76 0.7 $ 26,116,879 Warrants exercisable as of June 30, 2025 8,056,087 $ 4.76 0.7 $ 26,116,879 Issued 6,743,587 - - Expired and forfeited ( 13,874,674 ) - - Exercised (250,000 ) - - Warrants outstanding as of June 30, 2026 675,000 $ 1.20 1.3 $ 3,726,000 Warrants exercisable as of June 30, 2026 675,000 $ 1.20 1.3 $ 3,726,000 Exercise Price ($) Warrants outstanding as of June 30, 2026 Warrants outstanding as of June 30, 2025 $ 0.50 - 137,017 $ 1.20 675,000 675,000 $ 1.33 - 100,000 $ 3.50 - 2,458,446 $ 6.00 - 4,718,125 $ 8.00 - 67,500 675,000 8,056,087 Stock Based Compensation - Stock Options Effective June 25, 2021, the Board of Directors of FreeCast Inc. adopted the 2021 Equity Incentive Plan, (the “Incentive Plan”). The plan provides for both incentive stock options and non-qualified stock options to officers, directors, employees, and consultants of the Company. The plan authorized 3,000,000 awards to be granted under the Incentive Plan of which 2,150,552 remain available to be granted as of June 30, 2026. The Incentive Plan expires on June 25, 2031. The Company recognizes stock-based compensation expense from stock-based payments using the grant date fair-value, including for stock options. The fair value of options awarded to employees is measured on the grant date using the Black-Scholes option-pricing model and is recognized as an expense over the requisite service period on a straight-line basis. F- 23 All stock options are exercisable into class A common stock except for the 125,004 options granted to the Company CEO, William Mobley, which are exercisable into class B common stock. The following is a summary of outstanding stock options as of June 30, 2026, and 2025: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Life (years) Intrinsic Value Options outstanding as of June 30, 2024 932,592 $ 4.05 7.43 $ 3,683,808 Options exercisable as of June 30, 2024 806,614 $ 3.99 7.03 $ - Issued 127,410 7.86 9.28 - Canceled ( 106,110 ) - - - Expired - - - - Options outstanding as of June 30, 2025 953,892 $ 4.48 6.53 $ 3,353,616 Options exercisable as of June 30, 2025 860,083 $ 4.11 6.64 $ - Issued - - - - Canceled ( 104,444 ) 6.69 8.30 - Expired - - - - Options outstanding as of June 30, 2026 849,448 $ 4.21 5.19 $ 2,187,598 Options exercisable as of June 30, 2026 847,298 $ 4.09 5.07 $ - The following are the vesting terms associated with those shares: Tranche Shares Granted Vesting Method Vesting Terms Tranche 1 784,236 Graded Vesting 1/6 th vested on July 1, 2021, remainder vests over the next 18 th months using the graded vesting method, until the option is 100% vested. Tranche 2 64,452 Straight-line 1/24 th will vest on a straight-line monthly basis until the option is 100% vested. Tranche 3 2,760 Graded Vesting 1/6 th vests on grant date, remainder vests over the next 30 months using the graded vesting method, until the option is 100% vested. Total 849,448 The Black-Scholes option-pricing model includes the following weighted average assumptions to determine the grant share-based awards: Years Ended June 30, 2026 2025 Assumptions: Risk-free interest rate 0.42 - 4.45 % 0.42 - 4.45 % Expected dividend yield 0 % 0 % Expected volatility 62.51 - 77.84 % 62.51 - 77.84 % Expected life (in years) 5.52 5.52 During the years ended June 30, 2026, and 2025, the Company recognized stock-based compensation from options of $ 259,354 and $ 484,947 , respectively. As of June 30, 2026, there was $ 28,761 in unrecognized stock-based compensation related to unvested stock options, net of estimated forfeitures. F- 24 Note 7 – Commitments and Contingencies In October 2018, the Company entered into a two-year sublease agreement for approximately 3,360 square feet of office space in Orlando, Florida. In August 2020, the Company provided $ 117,336 in security deposit and entered into a 39 -month lease agreement which allowed the Company to expand its office space to 10,080 square feet. On October 31, 2023, we entered into a First Amendment that extended our lease until October 31, 2028 (see Note 8). On November 15, 2024, the Company’s Chief Operating Officer employment agreement was amended whereby Mr. Savine is eligible to receive a performance bonus payable in cash only in an amount equal to the fair market value of: (i) 112,500 shares; and (ii) 100,000 warrants for Class A common stock exercised on a cashless basis with an exercise price of $ 2.00 per share. The initial term of the Savine Employment Agreement expired on May 12, 2025. The Savine Employment Agreement automatically renews on a month-to-month basis until either party terminates it. To be eligible for the bonus, Mr. Savine must be continuously employed during the term of the agreement, and the Company must have successfully completed a liquidity event, which may occur after the employment term. A Liquidity Event is defined in the Savine Employment Agreement as either: (i) (a) a merger, consolidation, reorganization, or business combination; or (b) a sale or other disposition of all or substantially all of our assets in any single transaction or series of related transactions; or (ii) (a) a primary offering of our Class A common stock by us to the general public through an effective registration statement filed with the SEC; (b) simultaneous listing of our Class A common stock on any established stock exchange if such common stock was not already listed at the time of such offering; and (c) we receive net proceeds from the offering of not less than $ 20 million. If Mr. Savine becomes eligible for the bonus, it will be paid to him no later than five days after the later of: (a) the end of the initial term and (b) a liquidity event. As of June 30, 2026, no liability was recorded within the balance sheets for contingent consideration as the contingency is not probable such that an amount has not been estimated. Legal Matters The Company is involved in various legal proceedings arising in the ordinary course of its business. Michael A. Saracco (“Saracco”), a current shareholder of the Company, has initiated multiple proceedings against the Company and certain of its officers, directors and other parties relating principally to alleged investment and contractual matters involving the Company. The proceedings are in various stages of litigation and seek monetary, injunctive and other relief. In one of the proceedings, Saracco seeks monetary damages in excess of $ 2 million, including a claim for civil theft under Florida law seeking treble that amount of damages. The Company denies Saracco’s claims and, in consultation with outside legal counsel, believes the claims are without merit and intends to vigorously defend the pending actions. In addition, the Company has been named as a defendant in litigation initiated by George Davison and related parties. The claims arise from alleged transactions and activities involving certain current and former officers, directors, investors and affiliated parties. Although the Company has been named in the action, management believes the allegations directed toward the Company are limited and that the claims against the Company are without merit. Management, after consultation with outside legal counsel and consideration of the current status of the proceedings, believes that the likelihood of an unfavorable outcome resulting in a loss to the Company with respect to these matters is remote. Accordingly, no liability has been recorded in the accompanying consolidated financial statements related to these matters. Because litigation is inherently uncertain, the Company cannot predict the ultimate outcome of these proceedings. F- 25 Note 8 – Leases The Company currently has two active leases, an office lease, as well as an office copier under non-cancellable operating leases with initial terms typically ranging from 1 to 3 years. At contract inception, the Company reviews the facts and circumstances of the arrangement to determine if the contract is or contains a lease. The Company follows the guidance in Topic 842 to evaluate whether the contract has an identified asset; if the Company has the right to obtain substantially all economic benefits from the asset; and if the Company has the right to direct use of the underlying asset. When determining if a contract has an identified asset, the Company considers both explicit and implicit assets, and whether the supplier has the right to substitute the asset. When determining if the Company has the right to direct the use of an underlying asset, the Company considers if they have the right to direct how and for what purpose the asset is used throughout the period of use and if they control the decision-making right over the asset. The Company’s lease terms may include options to extend or terminate the lease. The Company exercises judgment to determine the term of those leases when extension or termination options are present and include such options in the calculation of the lease term when it is reasonably certain that it will exercise those options. The Company has elected to include both lease and non-lease components in the determination of lease payments. Payments made to a lessor for items such as taxes, insurance, common area maintenance, or other costs commonly referred to as executory costs, are also included in lease payments if they are fixed. The fixed portion of these payments are included in the calculation of the lease liability, while any variable portion would be recognized as variable lease expenses, when incurred. Variable payments made to third parties for these, or similar costs, such as utilities, are not included in the calculation of lease payments. At commencement, lease-related assets and liabilities are measured at the present value of future lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company exercises judgment in determining the incremental borrowing rate based on the information available at when the lease commences to measure the present value of future payments. Operating lease expense is recognized on a straight-line basis over the lease term. Finance lease cost includes amortization, which is recognized on a straight-line basis over the expected life of the leased asset, and interest expense, which is recognized following an effective interest rate method. Operating leases are included in other assets, current operating lease obligations, and operating lease obligations (less current portion) on the Company’s balance sheet. Finance leases are included in financing lease, right-of-use assets and current and long-term portion of finance lease obligations on the Company’s balance sheet. Short-term leases with an initial term of 12 months or less are not presented on the balance sheet with expense recognized as incurred. F- 26 The following table presents lease assets and liabilities and their balance sheet classification: June 30, Classification 2026 2025 Operating Leases: Right-of-use Asset $ 269,325 $ 362,968 Current portion of operating lease obligation $ 109,757 $ 91,220 Operating lease obligation, less current portion $ 179,079 $ 288,836 The components of lease expense for the years ended June 30, 2026, and 2025, are as follows: For the Years Ended June 30, Classification 2026 2025 Operating lease cost $ 133,118 $ 133,118 Supplemental disclosures of cash flow information related to leases were as follows: For the Years Ended June 30, 2026 2025 Cash paid for operating lease liabilities $ 130,696 $ 124,472 The weighted average lease term and discount rates are as follows: June 30, 2026 Operating Leases: Weighted average remaining lease term (years) 2.34 Weighted average discount rate 12 % Future payments due under leases reconciled to lease liabilities as follows: Operating Lease For the Year end June 30: 2027 67,508 2028 140,602 2029 122,010 Total undiscounted lease payments 330,120 Present value discount, less interest ( 41,284 ) Lease Liabilities $ 288,836 Note 9 – Income Taxes The Company adopted Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures, effective for its annual reporting period ended June 30, 2026, using a retrospective approach. The adoption primarily impacted presentation and disclosure requirements, resulting in enhanced income tax disclosures, including the effective tax rate reconciliation and related tax information. The adoption did not have an impact on the Company’s income tax provision, effective tax rate, deferred tax assets or liabilities, or overall financial position and results of operations. The Company evaluated the impact of tax law changes enacted under the One Big Beautiful Bill Act (“OBBBA”). The Company determined that the provisions related to bonus depreciation were applicable and elected to claim 100 % bonus depreciation on qualified property placed in service during the year. The impact of this provision was reflected in the Company’s current tax depreciation deductions and related deferred tax balances. F- 27 At June 30, 2026, the Company has approximately $ 75,748,574 of operating loss carryforwards for federal and $ 75,744,135 for Florida state tax purposes that may be applied against future taxable income. Of the $ 75.7 million of net operating losses, $ 8.4 million will begin to expire in the year 2032 if not utilized prior to that date. The remaining amount of $ 67.3 million will not have an expiration date but will be limited to 80 % of taxable income. There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The valuation allowance increased by approximately $ 3,347,033 and $ 3,328,960 during the years 2026, and 2025, respectively. The deferred tax assets are approximately $ 22,452,000 and $ 19,123,000 at June 30, 2026, and 2025, respectively. A reconciliation of the statutory U.S. Federal rate to the Company’s effective tax rate is as follows: June 30, 2026 June 30, 2025 Amount % Amount % U.S. Federal statutory tax rate $ ( 2,739,408 ) 21.00 % $ ( 2,953,849 ) 21.00 % State and local income tax, net of federal income tax effect Florida ( 570,698 ) 4.37 % ( 653,777 ) 4.65 % Changes in state valuation allowance 570,698 ( 4.37 )% 653,777 ( 4.65 )% Change in valuation allowance 2,758,262 ( 21.14 )% 3,159,795 ( 22.46 )% Nontaxable or nondeductible items Permanent - M&E 2,056 ( 0.02 )% 1,803 ( 0.01 )% Permanent - Fines/penalties 1,326 ( 0.01 )% 5,947 ( 0.04 )% Stock-based compensation 14,705 ( 0.11 )% - 0.00 % Return to provision adjustments ( 916 ) 0.01 % 1,763 ( 0.01 )% Prior period adjustments ( 36,025 ) 0.28 % ( 215,460 ) 1.53 % Provision from income taxes — — — — The tax effect of temporary differences that gave rise to significant portion of the deferred tax assets / (liabilities) were as follows: June 30, 2026 June 30, 2025 Amount Amount Net Operating loss carryforwards - Federal $ 15,907,201 $ 13,222,565 Net Operating loss carryforwards - State 3,291,276 2,735,812 Stock based compensation 3,168,901 3,120,915 Deferred Revenue ( 13,231 ) ( 34,971 ) Accrued Liabilities ( 11,987 ) ( 30,443 ) Depreciation and Amortization ( 6,038 ) 810 Allowance for doubtful accounts 115,749 108,222 Valuation allowance ( 22,451,870 ) ( 19,122,910 ) Net deferred tax assets $ — $ — In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company’s ability to realize its deferred tax assets depends upon the generation of sufficient future taxable income to allow for the utilization of the deductible temporary difference carryforwards. At this time, based on current facts and circumstances, management believes that is not likely that the Company will realize the benefits for its deferred tax assets, and a valuation allowance has been recorded on the same. The Company does not have any recorded unrecognized tax benefit for uncertain tax positions as of June 30, 2026, and 2025. Note 10 – Related Party Transactions All related party transactions are reviewed and approved by the Company’s Board of Directors or Audit Committee to ensure they are conducted in the best interest of shareholders. License agreement On June 30, 2011, we entered into a Technology License and Development Agreement, with Nextelligence, which is majority owned and controlled by the Company’s CEO. Nextelligence is the Company’s largest shareholder with more than 40 % of outstanding Class A common stock prior to the listing of our Class A common stock on Nasdaq. In connection with the Technology Agreement, we issued 10,002,000 shares of our Class A common stock to Nextelligence. The Technology Agreement expires on June 30, 2054, unless it’s terminated earlier based on termination events as defined in the Technology Agreement. F- 28 Convertible Notes Payable The Company has entered into various convertible promissory note arrangements with Nextelligence, Inc., a related party. Additional information regarding the terms, modifications, conversions, and balances associated with these arrangements is included in Note 5. Issuance of Class B Common Shares On May 16, 2024, in conjunction with the Reverse Split and Amendment, where defined in these notes to the financial statements, Nextelligence, Inc. agreed to forfeit and cancel 20,000,000 shares of Class A common stock in exchange for the issuance of 4,000,000 shares of Series A preferred stock (see Note 6). On July 29, 2024, the Company’s largest shareholder and related party Nextelligence distributed 9,623,543 shares of Class A common stock to shareholders of Nextelligence. The Company CEO and majority owner beneficially received 7,782,970 of the shares distributed, which upon receipt, in accordance with the Company’s articles of incorporation, were automatically reclassified as Class B common stock. Services Agreement The Company entered into a Data Services Agreement with Nextelligence, which is effective as of July 1, 2025. Under the agreement, the Company has access to and use of a proprietary marketing database and related analytical services Nextelligence either owns or licenses from Audience Acuity LLC, including customer profiling, audience targeting, and CRM support. The agreement imposes certain restrictions on our use of the data, including prohibitions on resale, reverse engineering and use in certain industries and applications. The Company paid a one-time fee of $ 120,000 and is required to pay a monthly fee of $ 10,000 for continued access to the data and services. The fees related to this contract are being recorded as General and administrative expenses. The agreement has an initial three-year term, automatically renewing for successive one-year periods unless terminated in writing by either party not less than 30 days before the end of the initial term or subsequent term extension. On the June 30, 2026 balance sheet, $ 40,000 of the unamortized license fee is classified as prepaid assets- related party within current assets, while the remaining non-current portion of $ 40,000 is presented as prepaid assets, net of the current portion – related party. Related Party Revenue In June 2023, the Company entered into verbal arrangements with two related party entities, Test Drive Live Inc. and Celebrity Cigars, Inc., which are not under common ownership control. William A. Mobley, Jr. serves as the President of both companies and is the sole director for Celebrity Cigars. Mr. Mobley’s son, Sean Mobley, is part of the management team of Celebrity Cigars. The Company provided FAST channel buildout services relating to the development and buildout of their respective channels. The Company also provides the platform on an ongoing basis for each company to stream their content. The Company charges each company a monthly fee based on a 15 % or 30 % markup of the Company’s cost of production, depending on the level of supervision required to provide the Company’s services, which includes labor, rent, etc. The Company also charges for any out-of-pocket costs, which vary from month to month. The Company is currently negotiating with each company on a potential advertising revenue sharing arrangement. Any revenue recognized under these agreements is presented as Sales – related parties on the statement of operations. The Company recognized related party revenue of $ 267,509 for the year ended June 30, 2026. The Company has accounts receivable – related party of $ 96,300 for the FAST revenue services provided and $ 2,100 from Nextelligence, Inc. for the reimbursement of supplies and rent provided during the year ended June 30, 2026. Note 11 – Subsequent Events The Company evaluated subsequent events through the date the financial statements were issued and determined that except for the following subsequent events, there have been no additional subsequent events that would require recognition in the financial statements or disclosure in the notes to the financial statements: On July 2, 2026, the Company entered into a Securities Purchase Agreement with a group of accredited investors pursuant to a private placement financing. Under the agreement, the Company agreed to issue 7,910,474 shares of Class A common stock, consisting of 4,666,667 shares of Class A common stock and pre-funded warrants exercisable for up to 3,243,807 shares of Class A common stock for net proceeds of $ 22.3 million. F- 29