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FORM 5
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Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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Form 3 Holdings Reported
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Form 4 Transactions Reported
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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Expires:
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January 31, 2005
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Estimated average burden hours per response...
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1.0
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1. Name and Address of Reporting Person *
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Nextelligence, Inc.
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2. Issuer Name and Ticker or Trading Symbol
FreeCast, Inc. [CAST]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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(Last)
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(First)
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(Middle)
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6901 TPC DRIVE, SUITE 200
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3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
2026-06-30
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(Street)
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ORLANDO
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FL
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32822
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4. If Amendment, Date Original Filed (Month/Day/Year)
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6. Individual or Join/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
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4. Securities Acquired (A) or Disposed of (D)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
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6. Ownership Form: Direct (D) or Indirect (I)
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7. Nature of Indirect Beneficial Ownership
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
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8. Price of Derivative Security
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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11. Nature of Indirect Beneficial Ownership
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(A)
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(D)
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Nextelligence, Inc.
6901 TPC DRIVE, SUITE 200
ORLANDO, FL32822
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X
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MOBLEY WILLIAM A JR
6901 TPC DRIVE, SUITE 100
ORLANDO, FL32822
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X
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X
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Chief Executive Officer
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Signatures
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/s/ William A. Mobley, Jr., CEO, on behalf of Nextelligence, Inc.
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2026-08-14
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**Signature of Reporting Person
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Date
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/s/ William A. Mobley, Jr.
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2026-08-14
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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This is a joint filing of Nextelligence, Inc. (direct ownership) and William A. Mobley, Jr. (indirect ownership). Mr. Mobley is an officer, sole director, majority shareholder and holds voting and dispositive control of Nextelligence, Inc. Mr. Mobley did not receive any proceeds, directly or indirectly, from any of the reported transactions.
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(2)
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FreeCast borrowed an additional approximately $1,330,000 under the Renewal Note after April 20, 2026, which it is permitted to do from time to time at its discretion up to an aggregate total of $5,000,000. The conversion feature is available any time prior to the maturity date, which Nextelligence used on June 15, 2026, in order to allow FreeCast to borrow additional funds without going over the maximum amount allowed under the Renewal Note. On June 15, 2026, Nextelligence converted $2,050,000 in outstanding principal into 1,322,581 shares, based on a conversion price of $1.55. After the conversion, the aggregate outstanding principal balance plus accrued interest under the note was $2,918,403.
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(3)
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FreeCast and Nextelligence entered into a Renewal Revolving Convertible Promissory Note on April 20, 2026 (the "Renewal Note"), that renewed and modified that certain Revolving Convertible Promissory Note between the parties dated November 21, 2025, in the principal amount of up to $5,000,000 (the "Former Note") by extending the maturity date to June 30, 2027, and changing the conversion price from a fixed price to a variable price based on the closing price of a share of Class A common stock on the Nasdaq Global Market on the most recent trading day prior to delivering notice of conversion. By renewing the Former Note, the Renewal Note superseded in its entirety, and was substituted for and in lieu of, the Former Note, and the Former Note was cancelled.
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(4)
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See column 2 as this transaction is a conversion.
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(5)
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The aggregate outstanding principal balance plus accrued interest under the Renewal Revolving Convertible Promissory Note.
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