Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The disclosures set forth in Item 3.02 is incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities.

On April 1, 2026, the board of directors of FreeCast, Inc. ("us" or "our"), approved the issuance of 137 warrants to 137 accredited investors to purchase an aggregate of 6,743,587 shares of our Class A common stock. These warrants have an issue date of April 8, 2026, however, the warrants were not enforceable against us until the warrants were signed and delivered by us on April 10, 2026, to the same holders of the 137 warrants to purchase the same aggregate number of shares that expired on December 31, 2025. The exercise price per share is $4.25, which is the closing price of a share of our Class A common stock on the Nasdaq Global Market on April 1, 2026, and may only be paid for with cash. There is no cashless exercise allowed. All of the warrants were immediately exercisable upon issuance, and all of the warrants expire on May 15, 2026.

The offer and issuance of the warrants were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as transactions by an issuer not involving a public offering. Each warrant recipient had access to information concerning us and our business prospects and acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the warrants. The recipients of the warrants also represented to us that they were an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act.

The full text of the warrant is attached as Exhibit 10.1 hereto and is incorporated by reference herein. You are urged to read said exhibit attached hereto in its entirety.