CAST Freecast, Inc. - 8-K

Item 1.01 Entry into a Material Definitive Agreement.

The disclosures set forth in Item 2.03 is incorporated
by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 20, 2025, (the “ Effective
Date ”) FreeCast, Inc., a Florida corporation (the “ Company, ” “ we, ” “ us ”
or “ our ”) entered into a Renewal Revolving Convertible Promissory Note, dated April 20, 2026, with Nextelligence, Inc.
(“ Nextelligence ”) in the principal amount not to exceed $5 million (the “ Note ”). Nextelligence is
controlled by William A. Mobley, Jr., our Chief Executive Officer, Chairman of our board of directors (the “ Board ”)
and holder of the majority voting power of the Company. The Note renews and modifies that certain Revolving Convertible Promissory Note
between us and Nextelligence dated November 21, 2025 in the principal amount of up to $5,000,000 (the “ Former Note ”)
by extending the maturity date and changing the payment terms with regards to the conversion price of the Former Note only. By renewing
the Former Note, the Note superseded in its entirety, and was substituted for and in lieu of, the Former Note, and the Former Note was
cancelled.

Under the terms of the Note,
in lieu of repayment, at Nextelligence’s option, all or part of the outstanding principal and accrued interest (“ Debt ”)
is convertible into shares of our Class A common stock, par value $0.0001 per share, (“ Shares ”) at a conversion price
equal to the closing price of a Share on the Nasdaq Global Market on the most recent trading day prior to the date Nextelligence delivers
written notice of its election to convert, in whole or in part, the principal amount of the Note and accrued and unpaid interest due thereon.

The aggregate outstanding
principal balance of all loans under the Former Note as of the Effective Date was $5,114,052. In approving the Note, the independent members
of the Board approved Nextelligence’s conversion of the $114,052 in outstanding principal above the stated principal amount limit
under the Former Note (the “ Overage Amount ”) at a conversion price of $4.00, the closing price of a Share on the date
of the board’s approval, April 13, 2026 (the “ Conversion Price ”).

In connection with our execution
of the Note, Nextelligence delivered written notice to us on the Effective Date of its election to convert: (i) $1,600,000 in outstanding
principal into 455,841 Shares, based on a conversion price of $3.51, the closing price of a Share on April 17, 2026; and (ii) the Overage
Amount into 28,513 Shares based on the Conversion Price. As of April 21, 2026, the aggregate outstanding principal balance of all loans
under the Note is $3,400,000.

All loans made under the Note
accrue interest at a fixed rate per annum equal to 12.0%. The outstanding principal and accrued and unpaid interest under the Note are
due and payable no later than June 30, 2027. We have the right to prepay the Note, in whole or in part, at any time; provided, however,
we must provide Nextelligence five days prior written notice of our intention to make such prepayment.

If we: (i) fail to comply
with any provision under the Note, including, but not limited to, failing to immediately pay all amounts due to Nextelligence when due
in accordance with the Note; or (ii) become subject to certain bankruptcy or insolvency events, at the option of Nextelligence, the unpaid
principal amount of the Note, accrued interest thereon, any fees or any other sums payable thereunder will thereafter until paid in full
bear interest at a rate per annum equal to 18.0%.

In case of a stock split,
a stock combination, or a reverse stock split of the Shares, the number of Shares into which any Debt may be converted and the conversion
price shall be proportionately adjusted.

The full text of the Note
is attached as Exhibit 4.1 hereto and is incorporated by reference herein. You are urged to read said exhibit attached hereto in
its entirety.

Item 3.02 Unregistered Sales of Equity Securities.

In connection with our execution
of the Note, Nextelligence elected to convert an aggregate of $1,714,052 of outstanding principal into a total of 484,354 Shares, at conversion
prices of $3.51 with regards to 455,841 Shares and $4.00 with regards to 28,513 Shares. The offer, sale and issuance of the Note and the
Shares were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) and Section 3(a)(9) of the Securities
Act of 1933, as amended, as transactions by an issuer not involving a public offering. Nextelligence took the Note and the Shares for
investment purposes only and not with a view to or for sale in connection with any distribution thereof. Appropriate restrictive legends
were affixed to the Note and the Shares. Nextelligence is an accredited investor within the meaning of Rule 501 of Regulation D under
the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

Exhibit No.

Description

4.1

Renewal Revolving Convertible Promissory Note made by FreeCast, Inc. in favor of Nextelligence, Inc., dated April 20, 2026

104

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