FreeCast, Inc.: Form 10-K for the period ended Jun 30, 2026

In this Annual Report, unless otherwise stated or the context otherwise requires, references to “FreeCast,” “Company,” “we,” “us” and “our” or similar references mean FreeCast, Inc.

Company Overview

FreeCast provides a white-label Platform-as-a-Service that enables companies with existing customers to offer their own branded entertainment and media hub. The platform brings together free and paid streaming, television (TV) and related services while allowing partners to maintain their brand and direct customer relationship. We currently earn revenue mainly from advertising, FAST services and subscriptions; our model is designed to add licensing, pay-per-view, connectivity and e-commerce revenue rather than depending primarily on owning expensive content and selling another consumer streaming subscription.

We provide the software, aggregation and monetization infrastructure through which enterprise partners can offer a branded entertainment, media and communications hub to their existing customers. Our proprietary SmartGuide® digital interactive technology is designed to help users discover, organize and access eligible free and paid entertainment choices in a unified environment. Available offerings depend upon the particular deployment, contractual relationships and applicable content rights.

Zer0Gap Ads is FreeCast’s proprietary advertising technology platform, designed to support the delivery, management and monetization of digital video advertising across the Company’s media ecosystem and participating partner audiences. We began developing Zer0Gap Ads in March 2025 to replace our prior third-party ad-serving arrangement, which includes the functionality to provide reports of advertising activity by partner. We completed development in March 2026 and rolled out the platform during the fourth quarter of fiscal 2026. Since launch, Zer0Gap Ads has served campaigns for third-party advertisers as well as house advertising for our own subscription and partner offerings. Unlike conventional dynamic ad insertion (DAI), which generally inserts advertising into available video inventory, Zer0Gap Ads incorporates audience data and targeting criteria before ad delivery. This is intended to enable advertisers to match advertising more precisely to qualified audiences based on available data, subject to data availability, applicable privacy requirements, advertiser demand and other market factors.

For the year ended June 30, 2026, we reported total revenue of $710,882, comprising $385,602 of advertising revenue, $267,509 of Free Ad-Supported Television (FAST) revenue – related parties, $56,311 of subscription revenue and $1,460 of other revenue. These activities include advertising campaigns, media planning and related media services; FAST channel buildout, production and platform distribution services; premium subscriptions; and product, licensing and referral arrangements. Our enterprise Platform-as-a-Service strategy seeks to expand platform deployments and monetization beyond this current revenue base. The six business-model categories describe revenue mechanisms and opportunities, not six separately reported current revenue streams or a measure of recurring enterprise platform revenue. Consistent with that presentation, for fiscal 2026 our recognized revenue was concentrated in advertising, FAST/platform services, premium subscriptions and limited other revenue; pay-per-view and transactional media, connectivity reseller arrangements and e-commerce are described as monetization opportunities and may not currently represent a material portion of revenue.

According to eMarketer’s 2026 media consumption forecast, U.S. adults will spend approximately 2 hours and 14 minutes per day viewing traditional linear TV, continuing its steady decline as subscription over-the-top (OTT) channels (over-the-top refers to film and television content provided via a high-speed Internet connection rather than a cable or satellite provider) and digital streaming services take the definitive lead in overall viewing time. Meanwhile, digital video alternatives are capturing a rapidly growing share of daily attention, with adults now averaging 1 hour and 17 minutes per day with social video and 42 minutes per day on YouTube. This dramatic shift highlights the critical market need for a sophisticated aggregator solution. By replicating the simple, friction-free experience of traditional channel surfing while seamlessly unifying fragmented streaming platforms into a single, cohesive interface, our platform delivers a consolidated hub for discovering live and on-demand content, fully optimized for modern consumer viewing habits and compliant with all underlying distribution rights.

Our strategy focuses on white-label enterprise distribution through businesses and organizations with established customer relationships, which we refer to as Consumer Direct Platforms (CDPs). The enterprise retains its brand and customer relationship, media and service providers supply eligible content and products, and FreeCast supplies the technology and operating platform. This approach is intended to expand distribution without depending solely on acquiring individual consumers directly. Potential enterprise partners include telecommunications companies, mobile network operators and mobile virtual network operators, internet service providers (ISPs) and broadband providers, satellite operators, utilities and municipalities, universities and campuses, membership organizations, and the following categories:

• Broadband providers – Enhancing internet service offerings by bundling premium streaming solutions.
• Mobile carriers – Adding value to data and wireless service plans.
• Device manufacturers – Embedding FreeCast’s SmartGuide® technology into smart TVs and streaming devices.
• Multi-dwelling units, apartments, and condominiums – Providing an all-in-one entertainment solution for tenants.
• Hospitality locations – Offering a seamless streaming experience in hotels, resorts, and other lodging environments.
• Healthcare and institutional facilities – Deploying in-room and common-area streaming solutions for hospitals, rehabilitation centers, and senior care communities.
• Affordable housing providers – Partnering with public housing authorities and subsidized housing operators to deliver entertainment services as an amenity for residents.

By integrating our SmartGuide® digital interactive technology, CDPs can provide their customers with a branded hub for discovering and accessing eligible streaming content and related services. Depending upon the applicable agreements, audience engagement and transactions, these environments can create opportunities for advertising, subscription, transaction and other revenue.

Our platform gives users access to eligible online media subscriptions, as well as more than 700 channels, including global FAST channels (500 channels), local and regional over-the-air (OTA) integrated broadcast channels, premium pay OTT channels and top-tier news and entertainment content. Our proprietary content aggregation technology continuously scans the internet to discover and index thousands of commercial-quality entertainment sources, whether free, paid or subscription-based—offering an unmatched level of convenience.

Designed for broad accessibility, our platform functions as a software application for supported smart TVs, streaming devices, mobile phones, tablets and computers. It is designed to help consumers organize and connect to the services they already use and additional services they may want. Availability and access depend upon the particular deployment, supported devices, contractual relationships and applicable content rights.

Our service is available directly to consumers under the FreeCast.com brand and is also distributed through third-party partners under licensed brand names. Additionally, we co-brand with CDPs to align our service with their existing customer base, creating a flexible distribution model that benefits all stakeholders.

Our strategy is to expand domestically and globally by securing licensing agreements with CDPs that already have a substantial user base. We continually work to enhance customer experience by expanding the content catalogued by our technology, refining our user interface, and extending our service to more Internet-connected devices. We also provide local broadcasters and independent programmers with a turnkey path to assemble FAST channels, distribute them on our platform and, where agreed, share advertising revenue.

Following the end of the product lifecycle of our legacy product, Rabbit TV, and the conclusion of our partnership with Telebrands Corp. in 2017, we spent over two years rebuilding our product. This development not only improved our proprietary technology, but also positioned us to capitalize on the fast-moving nature of the industry and capture new revenue streams. During this transition, sales primarily stemmed from legacy Rabbit TV sales, which declined over time, as expected.

Our revenue mechanisms include the following; fiscal 2026 revenue came mainly from advertising, FAST services and subscriptions, as described in MD&A:

• Advertising Revenue – Generated through ad placements within the platform.
• FAST Revenue – related parties – From FAST channel buildout, production and platform distribution services ($267,509 for the year ended June 30, 2026).
• Subscription Revenue – From additional monthly content bundles.
• Product Revenue – From selling digital high-definition TV antennas.
• Licensing Revenue – From partnerships with CDPs and third-party distributors; these arrangements have not resulted in significant revenue to date.
• Referral Fees – Earned through partnerships with content providers.

In addition, our Platform-as-a-Service, Broadcast Enabled Streaming TV and Direct-to-Device deployment models are designed to support revenue opportunities from platform development fees, platform licensing and hosting fees, advertising revenue-sharing arrangements with telecom operators and ISP partners, per-subscriber or per-deployment fees associated with white-label streaming service deployments and commission-based compensation from dealer arrangements for third-party streaming services in Multi-Dwelling Unit properties, as described in further detail below under “Platform Deployment Models—Distribution Partnerships and Dealer Arrangements.”

Our objective is to expand enterprise deployments, increase consumer engagement within FreeCast-powered environments and participate in eligible advertising, subscription, transaction, connectivity and commerce activity. Revenue depends upon successful deployments, consumer adoption and engagement, contractual rights, third-party service availability, advertiser demand and transaction volumes.

The following table shows the aggregate number of subscribers at the end of each reporting period presented in this Annual Report:

(1) “Subscriber” refers to any individual or entity that has registered for access to our platform, whether on a paid or free (ad-supported) tier basis, subject to the terms of our service. This metric represents the cumulative number of accounts that have been created on our platform since inception, regardless of whether the account holder has engaged with the platform recently or at all. An account is counted as a subscriber from the date of initial registration and continues to be included in the subscriber count indefinitely, even if the user has had no subsequent activity. We do not currently distinguish between active and inactive subscribers in our reported subscriber metrics. As a result, the total subscriber count may not be indicative of the number of users who actively use the platform or who generate revenue for us in any given period.

The basis of our service platform is our proprietary content aggregation technology that automatically crawls the Internet to locate commercial-quality entertainment content from thousands of sources, including free, paid and subscription-based content. Additionally, we subscribe to the top entertainment data services such as Gracenote (owned by Nielsen), Xperi and Reelgood who provide real-time updates. Our technology then sorts through and manages all available commercial-quality digital media, including both live and on-demand video from free, subscription and pay-per-view (PPV) services. All of this information is then incorporated into our interactive SmartGuide presented to consumers in a familiar easy-to-use cable-like TV guide via the Internet and as a software application, on all Wi-Fi enabled devices.

The SmartGuide uses images and related information on customized guide pages to provide subscribers with an easy way to explore all of the available media choices from one centralized account, regardless of the device or location. Upon selecting content to consume, the subscriber is directed to the original source of the content. If content is available for free, the subscriber is transferred to the website providing the content. If content is available through a subscription service (such as Netflix or Hulu), we allow the subscriber to log-in to the service through our SmartGuide and the subscriber is then directed to the subscription service’s website. If the content is PPV, the subscriber is directed to the page requiring payment for the PPV service. Other than Value Channels, we do not manipulate, store, retransmit or distribute this source content. The provider of the PPV content retains all rights to and management of their content.

We believe that, because we link subscribers directly to third-party PPV content sources and, other than Value Channels, in no way manipulate, store, retransmit or distribute this content, we are not subject to licensing fees or restrictions by third-party PPV content suppliers. We are not responsible for the availability or content of these external websites, nor do we endorse, warrant or guarantee the products, services or information described or offered. All logos and trademarks used in the guide are the sole property of their respective owners. We believe that this is a complementary relationship in which we directly supply free traffic to content suppliers, much like the print-based model employed by TV Guide in past decades.

Our SmartGuide technology is currently available on computers, “smart” phones, tablets, streaming devices and “smart” TV’s. It is available directly to consumers, branded as FreeCast.com, and will also be distributed by third parties, both as FreeCast.com and under other licensed brand names and partnerships.

Sources of Revenue

Depending upon the applicable partner agreement, content rights, service availability and transaction, our platform is designed to support revenue opportunities in six categories: (1) platform and licensing fees; (2) advertising; (3) subscriptions and premium-service transactions, including authorized reseller and referral arrangements; (4) pay-per-view and transactional media; (5) connectivity and related services through authorized resale, referral or revenue-sharing relationships; and (6) e-commerce and other eligible transactions. For the year ended June 30, 2026, our recognized revenue was concentrated in advertising, FAST/platform services, premium subscriptions and limited other revenue, as reported in MD&A and the financial statements. Pay-per-view and transactional media, connectivity and related reseller arrangements, e-commerce and certain platform and licensing arrangements may be in development, early commercialization, limited deployment or dependent upon third-party agreements and therefore may not currently represent a material portion of our revenue.

Platform and licensing arrangements may provide fixed, recurring, usage-based, per-subscriber or other contractually determined fees for configuration, deployment, licensing and operation. Advertising may generate consideration through insertion, delivery, sale, management or monetization of eligible inventory and, for fiscal 2026, represented a material portion of reported revenue. Authorized subscription and premium-service arrangements may generate commissions, margins or revenue shares and, for fiscal 2026, subscription revenue was reported as a separate component of total revenue. Where authorized, pay-per-view events, rentals, purchases and other eligible media transactions may generate transaction fees, commissions or revenue shares; these activities did not represent a separately reported material revenue stream for the year ended June 30, 2026. Where permitted by commercial agreements, authorized broadband, wireless, satellite and related connectivity arrangements may generate reseller margins, referral commissions or revenue shares; connectivity reseller activity was not a separately reported material revenue source for fiscal 2026. Our platform may facilitate merchandise, ticketing and other commerce transactions for which we may receive transaction fees, commissions, advertising revenue or revenue shares; e-commerce was not a separately reported material revenue source for fiscal 2026. Each mechanism depends upon applicable commercial agreements, rights, service availability and actual activity.

The following describes services and revenue mechanisms, subject to applicable agreements, rights, inventory and transactions; actual revenue is reported in the categories presented in MD&A and the financial statements:

• For subscribers who sign up using our free registration subscription service, we offer a variety of content provider bundles for an additional monthly fee ranging from $2.99 to $19.99;
• We may also earn fees when subscribers purchase pay-per-view (PPV) media through our SmartGuide; these were not material in fiscal 2026;
• We may receive fees for advertising on our guide pages and for Google AdSense in-video/pre-roll ads;
• We also receive arbitrage advertising revenue from the buying and selling of advertising space on other content provider platforms;
• We may receive fees through content providers’ affiliate programs for PPV purchased through our SmartGuide, which were not material in fiscal 2026;
• We receive fees for third-party related products (such as antennas or streaming devices to connect to a subscriber’s television) that are purchased through our SmartGuide;
• Our performance television demand-side platform supports real-time bidding and is designed to improve eligible advertising inventory utilization; and
• Our ad server uses first-party platform data to support audience targeting, subject to applicable rights and permissions. These advertising capabilities support monetization of eligible inventory and do not imply revenue from every registered or active user.

Platform Deployment Models

We have developed three distinct deployment models that extend our core platform technology to address different segments of the television and video distribution market:

Platform-as-a-Service Deployment

Our white-label Platform-as-a-Service (PaaS) enables telecom operators, ISPs, municipalities and other enterprises to offer branded entertainment and media services without independently building and maintaining the full underlying platform. It combines content discovery, subscription and payment management, and advertising capabilities within a unified environment across supported devices. For consumers, this can simplify finding and accessing eligible live and on-demand programming across services. For enterprise partners, it provides a customer-facing media hub under their own brand, supports ongoing customer engagement and creates opportunities to participate in advertising, subscription and other eligible transactions. Available capabilities and commercial benefits depend upon the deployment, integrated services, applicable rights and customer usage.

Broadcast Enabled Streaming TV Deployment

Broadcast Enabled Streaming TV (BEST) is designed to pair over-the-air television with an online stream of eligible local broadcast programming. This approach is intended to preserve over-the-air access while adding a free online streaming option for compatible connected devices without requiring a subscription, with digital rights management on the streaming service. For broadcasters, it provides a path to extend eligible programming to streaming audiences; for consumers, it can broaden how they access local television. Deployment depends upon broadcaster participation, content rights, compatible technology and applicable requirements.

Direct-to-Device Deployment

Direct-to-Device (D2D) is designed to enable telecom operators and ISPs to offer branded television services on supported consumer devices. It combines eligible local broadcast signals, FAST channels and on-demand content within a single application. By using compatible consumer devices and distribution networks, D2D can reduce the need for dedicated television equipment and simplify access to programming. For partners, it adds a media service to the existing customer relationship and creates potential advertising and other monetization opportunities. Delivery may use broadband, mobile, Wi-Fi, satellite or supported broadcast networks, depending upon the deployment, network capacity and content rights. Commercial benefits depend upon implementation, applicable agreements and actual usage.

Distribution Partnerships and Dealer Arrangements

In connection with our PaaS and D2D deployment strategies, we have entered into distribution partnerships and dealer arrangements to extend our streaming platform through third-party service providers. In March 2025, we entered into a dealer agreement with DIRECTV, LLC, pursuant to which we are authorized to promote, market and take orders for DIRECTV streaming services to subscribers, with a focus on MDU properties including condominiums, apartment communities and other residential complexes. Under this arrangement, we are authorized to earn commission-based compensation on qualifying subscriber activations. Any such commissions in fiscal 2026, if any, were not material and were not separately reported; we expect this relationship to support future commission opportunities as MDU deployments proceed. The DIRECTV dealer relationship complements our existing platform capabilities by enabling us to offer bundled live television and streaming content packages to MDU properties through our co-branded Consumer Direct Platforms.

Our distribution and platform relationships connect enterprise partners, consumers and advertisers through branded media environments. Advertising generates revenue from campaigns and monetization of audience activity across these environments and was a material component of fiscal 2026 revenue. Premium television distribution, including DIRECTV, is expected to generate commissions on qualifying subscriber activations as deployments proceed; any such commissions in fiscal 2026, if any, were not material and were not separately reported. Connectivity resale creates opportunities to earn revenue from providing broadband and related services to customers, and platform licensing creates opportunities to charge enterprise customers for the technology and services used to operate their branded media platforms; these opportunities may not currently represent a material portion of revenue. These mechanisms explain how we monetize, or expect to monetize, distribution, connectivity and software capabilities; our reported revenue for the year ended June 30, 2026, is presented separately in MD&A and the financial statements.

During the fiscal year ended June 30, 2026, our publicly announced commercial developments included the following. On June 18, 2026, we announced a reseller agreement for Starlink Business services, expanding our offering to combine enterprise satellite broadband connectivity with streaming television, advertising and digital engagement services. The combined offering supports our strategy of serving multifamily communities, hospitality properties, campuses, municipalities and other enterprise and community markets with connectivity and media solutions. On June 11, 2026, we announced an expansion of our DIRECTV relationship across our direct-to-consumer residential initiatives and PaaS partner ecosystem. This builds on our authorization to market and sell DIRECTV services in residential and multifamily communities and enables eligible partners to incorporate premium television into branded offerings. DIRECTV services are available through our existing sales and distribution channels, creating subscription-based monetization opportunities. On June 4, 2026, we announced signed agreements involving Via One affiliates, including Assist Wireless and enTouch Wireless, to use our PaaS ecosystem for aggregated streaming and entertainment distribution. These relationships support partner-branded video services using our aggregation, content management and monetization infrastructure while allowing partners to retain their brands and customer relationships.

Product Capabilities and Development

Our product work supports four customer functions: media discovery and access, broadcast and gateway distribution, advertising and channel operations, and enterprise-specific applications. Current capabilities and development initiatives are described below.

FreeCast Home is an available gateway device that receives local over-the-air channels through an antenna and distributes them over a home broadband network to supported devices using the FreeCast application. It may be purchased by consumers or offered through distribution partners.

We have launched D2D and FreeCast Home with integrated over-the-air functionality and commercial gateway devices. These gateways support building-level distribution of eligible local channels, FAST channels and advertising-supported video-on-demand content through FreeCast applications, subject to IP restrictions and applicable rights.

Development initiatives include enterprise-specific out-of-home applications for hospitality and commercial locations, along with broadcast integration and media-discovery enhancements described below.

We have licensed and plan to continue licensing Collaborative ATSC Service Tech (CAST), an over-the-air tuner integration technology, to gateway device manufacturers to support access to eligible local channels through our platform.

We are developing aggregated sports information, including schedules, scores and information about where games can be viewed, with potential integration of sports betting and fantasy data.

Our personalized channel-guide initiative uses viewing history, favorites and other permitted user activity to organize channels and recommend relevant content.

Multi-channel View will display two to four user-selected channels simultaneously in supported web and television applications.

FreeCast Hospitality will connect guests with hotel services and property information through a branded media experience. Guests will be able to request amenities and late checkout through integrated hotel applications. Hosts will use the FreeCast Configuration Portal to send custom guest messages, highlight local attractions and weather, and provide Wi-Fi and device-casting instructions. Property operators will also manage branding through the portal to maintain a consistent experience within the FreeCast application.

The Commercial Business Location application will combine localized content with digital out-of-home advertising customized by location or business type. Businesses such as travel plazas will use it to engage visitors with relevant local content and advertising, creating revenue opportunities for both the operator and FreeCast.

Our advertising technology uses permitted viewing and engagement data to support audience targeting across platform inventory. Zer0Gap Ads is our in-house advertising platform.

FAST Channel Builder supports channel assembly, distribution and advertising integration, including dynamic advertising insertion. We launched the channel builder and dynamic advertising insertion in 2023. These capabilities support channel operations and advertising monetization.

We have developed a services and content management system to support content-provider onboarding, channel and subscription operations, and advertising, providing infrastructure for expanding our distribution internationally.

Industry

The market for digital video distribution has undergone a significant transformation over the past decade as consumers increasingly shift away from traditional pay television services toward internet-delivered streaming content.

As of 2025, approximately 68.7 million U.S. households still subscribe to cable TV, down significantly from 105 million in 2010, according to data compiled by CableCompare. The decline represents a loss of more than one-third of the industry’s customer base over 15 years. The drop in subscribers is part of a broader decline in cable’s reach. Industry penetration rates have fallen from a peak of about 88% in 2010 to below 50% by 2024, with some estimates as low as 38.5%.

At the same time, OTT video and connected television (CTV) usage has increased significantly. According to Nielsen, streaming has become the largest category of television viewing in the United States, accounting for approximately 38% to 40% of total TV usage in 2024, surpassing both cable and broadcast viewing. Industry forecasts indicate that streaming’s share of total viewing is expected to continue to increase as consumer preferences evolve. In addition, industry reports indicate that OTT video consumption represents a substantial portion of the U.S. population.

Industry data from eMarketer indicates that streaming services are expected to account for a significant portion of U.S. video subscription revenue by 2026, reflecting a broader shift in both consumer behavior and monetization models within the video entertainment industry.

Consumer viewing behavior has increasingly transitioned toward on-demand and internet-delivered content, rather than scheduled broadcast programming. However, as the number of streaming services has expanded, the industry has become increasingly fragmented, requiring consumers to manage multiple subscriptions across platforms.

Survey data from third-party sources indicates that consumers are increasingly sensitive to the cumulative cost of multiple streaming subscriptions and the complexity of accessing content across different platforms. These trends have contributed to higher levels of subscriber churn and increased competition among streaming providers.

In response, industry participants have introduced a range of strategies designed to improve subscriber retention and monetization, including bundling streaming services with broadband and wireless offerings, offering ad-supported subscription tiers, and investing in exclusive or differentiated content.

We believe these trends toward increased streaming adoption, industry fragmentation and evolving monetization strategies are likely to continue. However, the extent and pace of these developments remain subject to significant uncertainty, including changes in consumer preferences, competitive dynamics and macroeconomic conditions.

Our Competitive Strengths

We believe that we have a number of distinct advantages over competitors and are well positioned to fill the gaps in key market segments:

• While traditional TV providers rely on fixed terrestrial hardwired infrastructure and first-party or proprietary devices and software ecosystems, our service is delivered via the Internet.
• Our SmartGuide is designed to help users discover and access eligible content across multiple services, including services with different content libraries. Our platform strategy does not require us to own all of the underlying programming. Content and services may be supplied by FreeCast or authorized third parties, subject to applicable contractual and distribution rights.
• Many of our competitors provide services that are often tied to a single home-based device. Our SmartGuide, however, is device agnostic and may be used on any device with Internet access, thanks to a robust web-based interface and apps available on major platforms including Android TV.
• Our platform is designed to support multiple monetization opportunities through eligible advertising inventory and affiliate or other commercial arrangements associated with media, services and transactions. Revenue depends upon the applicable agreement and actual audience activity or transactions.

Our Growth Strategies

Our growth strategy focuses on increasing the number and scale of enterprise deployments, expanding the consumer populations accessible through those deployments, increasing engagement, and broadening available media, services and monetization capabilities. Through white-label or jointly branded arrangements, enterprise partners can offer a media hub under their existing brand and customer relationship without independently developing comparable platform infrastructure.

As reported in June 2026, we had 25 distribution partners representing a potential customer universe of approximately 31.2 million users, and a pipeline of 14 potential partners representing approximately 14.7 million potential customers. These relationships and prospective partners provide a base for expanding our enterprise distribution strategy. Converting potential reach into platform adoption and revenue depends upon implementation, partner promotion, customer registration, engagement and eligible monetization activity.

Potential customer reach is distinct from registered or active FreeCast users and does not represent a committed subscriber count or contracted revenue. Partner audiences may overlap, and the potential customer populations should not be added together without accounting for that overlap. Pipeline opportunities remain subject to agreement and implementation. Our strategy is to expand distribution through established customer relationships while measuring progress through partner activation, customer usage and monetization.

A central part of our strategy is our advertising platform, designed to support targeted campaigns across eligible live, linear and on-demand inventory. Its monetization opportunities depend upon applicable contractual rights, available inventory, audience activity and advertiser demand. The platform is intended to support real-time bidding and cross-device advertising; actual fill rates and revenue depend upon these conditions.

We launched dynamic advertising insertion and FAST Channel Builder in early 2023. These capabilities support partner channel operations and advertising monetization, subject to available inventory, audience engagement and advertiser demand.

We launched MediaPay, our virtual wallet system, in October 2023. It is designed to support management of eligible subscriptions and billing within the platform. Availability depends upon the integrated services, commercial arrangements and supported deployment; effects on retention and revenue depend upon actual adoption and usage.

Subsequent to June 30, 2026, on July 29, 2026, we publicly outlined our local advertising strategy centered on Zer0Gap and the rollout of FreeCast Cities across the 210 U.S. designated market areas. FreeCast Cities is designed to bring together streaming television, local programming and advertising in a local-market destination. This strategy is intended to connect local businesses and regional advertisers with streaming audiences through aggregated campaign delivery, targeting and measurement.

We are developing extensive relationships with CDPs – mobile device manufacturers and distributors for preloading of FreeCast streaming TV services platform in mobile “smart” phones in exchange for negotiated commissions.

We continue to secure several industry endorsements, such as the National Lifeline Association, and partnerships in the mobile carrier segment that have begun offering our free TV solution for mobile devices. With the introduction of our hardware integrations for OTA TV gateways, we are growing our presence in the telecommunications, broadband carriers, property developers (REITs) and hospitality industries.

Digital Out-of-Home. We plan to run context aware DOOH campaigns across high traffic venues to drive brand awareness and app registrations. Because DOOH placements are viewable and cannot be skipped, we expect improved reach versus web display. Our creative strategy includes dynamic content (e.g., dayparting, weather/sports triggers) and QR/NFC calls to action to attribute conversions. We also intend to retarget DOOH exposed audiences on mobile and CTV, enabling a closed loop performance view.

Measurement and Attribution. We intend to use venue level impression estimates from DOOH networks supplemented by privacy compliant mobile movement data and our own registration/conversion telemetry to calibrate audience exposure and optimize creative sequencing.

Competition

We believe FreeCast offers a unique combination of streaming aggregation, broadcast-to-streaming technology, subscription management, advertising and enterprise distribution within a unified, white-label platform. Our PaaS, BEST and D2D deployment models allow partners to build branded media businesses using our integrated infrastructure while retaining their brand and customer relationships. Our competitive strength lies in bringing these capabilities together: helping partners deliver entertainment, engage their existing customers and participate in multiple revenue opportunities without independently building and maintaining the underlying platform. We compete with companies that offer individual components of this functionality, as well as providers of integrated streaming and platform services. We believe our combination of capabilities, deployment flexibility and partner-centered business model differentiates FreeCast within this market.

Competition occurs at several levels of the customer experience:

• Subscription aggregation: Amazon Prime Video combines premium subscriptions within its consumer interface.
• Advertising-supported television: Pluto TV competes for viewing time and advertising demand.
• Content discovery: services such as Yidio help consumers locate programming across streaming sources.
• Device and media platforms: Roku, Amazon Fire TV and Apple TV provide access to streaming services and compete for consumer engagement.

Our enterprise distribution model reaches consumers through partners with established customer relationships. We believe this approach strengthens our ability to expand distribution and customer engagement while supporting partner-branded services.

We compete on the breadth and integration of our capabilities, ease of deployment, supported devices, partner relationships and monetization tools.

At the enterprise level, competitors include providers of platform licensing, managed streaming services and OTT infrastructure, such as webOS and TiVo. We believe our integration of aggregation, broadcast-to-streaming conversion, FAST channel operations and advertising across PaaS, BEST and D2D gives partners a differentiated platform for building their media businesses.

Operations

We license extensive entertainment data from Gracenote (a Nielsen company) and TMDB. This data is to create the most comprehensive and up-to-date catalog of content from thousands of sources directly available from the World Wide Web by using in combination with FreeCast’s own proprietary aggregation technology. The links are then compiled into our SmartGuide for use by our subscribers. We market our service through various channels, including online advertising, broad-based media, such as television and radio, as well as various strategic partnerships. We utilize the services of third-party cloud computing providers, more specifically, Amazon Web Services.

The initial two-year term of the Gracenote license agreement began on March 25, 2019. The license agreement has automatically renewed for successive one-year terms, unless either party notifies the other in writing at least 90 days before the end of the initial or renewal term of its desire to not renew, in which event the license agreement expires at the end of the then-current term. Gracenote may also terminate the license agreement in the event of a change of control that results in us controlling, or being controlled by, or being under common control with, any competitor or customer of Gracenote or its affiliates. Gracenote may also terminate the license agreement or cease providing data to us if we fail to pay any invoice within 60 days after we receive such invoice. We currently pay Gracenote a monthly license fee of $16,200.

We also maintain a commercial data licensing agreement with Rovi/TiVo for TMDB (aka The Movie Database). This agreement provides access to entertainment metadata and related data services used within our platform, including programming information supporting content discovery, search and guide functionality. We pay a recurring monthly fee of $5,841 for the licensed data and API access that provide these platform features. This agreement is month-to-month and because Rovi has no corporate ownership or administrative authority over TMDB, any questions regarding rate changes, notice periods, or custom licensing terms for TMDB data must be addressed directly by contacting the TMDB sales team.

Seasonality

Our subscriber growth exhibits a seasonal pattern that reflects variations in when consumers buy Internet-connected devices and when they tend to increase video watching. As a consequence, subscriber growth is generally greatest in the second and third fiscal quarters (October through March), slowing in the fourth fiscal quarter (April through June) and then accelerating in the first fiscal quarter (July through September).

Employees

As of June 30, 2026, we had 47 full-time employees and 44 contract employees. Our employees are not covered by a collective bargaining agreement, and we consider our relations with our employees to be good.

Marketing

We market our white-label platform to enterprises with established customer relationships, enabling them to offer branded entertainment and media hubs. Our service is also marketed and sold online through FreeCast.com and through affiliates that may distribute the service or a branded version of SmartGuide.

The product is also marketed through traditional pay-per-click, social and online advertising networks such as Google Adwords, Bing, Facebook, Twitter, and others, along with organic search engine optimization, or SEO, methods. We are also establishing licensing partnerships through CDPs, such as bandwidth resellers, telecommunications providers, device manufacturers and media marketing partners. Commercially, we intend to market to other CDPs – MDU companies who manage or develop apartments, condominiums, student housing, planned communities, and the hospitality sector (hotels, short stay).

Membership and Affinity Channels. We may pursue distribution through membership based or affinity organizations (e.g., large clubs, trade associations, senior associations) by bundling access to our service (free tier and/or premium channel packages) as a member benefit. These arrangements, if executed, would be structured as co-branded signups with revenue sharing on advertising and upsells. We believe this channel can address streaming fatigue by providing a simplified “single hub” experience while expanding our top of funnel at a comparatively low acquisition cost.

Intellectual Property

Our intellectual property consists of:

• Our Media Content Management System by which we organize and deliver content to our customers.
• Our Web Bot Media Crawler which gathers online content, including free, PPV, and subscription-based media.
• Our Media & Link Validator which ensures reliability of the content offered by our service.

Our Media Content Management System is our proprietary technology (which we purchased from Nextelligence on January 2, 2015). Our Web Bot Media Crawler and Media & Link Validator are web-based applications that install in the end-user’s browser and any supported email functions or chat functions with search and certain other features (the “Technology”). The Technology is licensed to us by Nextelligence pursuant to a Technology License and Development Agreement we entered into with Nextelligence on June 30, 2011, which was amended and restated on October 19, 2012, amended on July 1, 2013, amended and restated a second time on July 31, 2014, and further revised to terminate all payments to Nextelligence pursuant to the agreement, effective on June 30, 2016 (the “Technology Agreement”).

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.

Although we have an exclusive license to the Technology pursuant to the Technology Agreement, including any improvements, modifications, maintenance or enhancements thereto, the Technology is owned by Nextelligence, and we are not permitted to alter or enhance the Technology. Therefore, any alteration or enhancement of the Technology developed by our CEO, who is also the controlling shareholder of Nextelligence, will be owned by Nextelligence. We could lose our right to use such Technology in the event of, among other things, a breach of the Technology Agreement, our bankruptcy or insolvency, or a change of control in us. The Technology Agreement provides that we and Nextelligence must keep the other’s proprietary information confidential.

We rely on a combination of trademark, fair trade practice, copyright and trade secret protection laws, as well as confidentiality procedures and contractual provisions, to protect our intellectual property rights. We also enter into confidentiality agreements with our employees and any third parties who may access our proprietary information, and we rigorously control access to our proprietary technology and information. We may seek to patent certain of our intellectual property in the future.

Other Information

We were incorporated on June 21, 2011, in the State of Florida. Our principal executive offices are located at 6901 TPC Drive, Suite 100, Orlando, Florida 32822. Our telephone number is (407) 374-1607.

We maintain two websites, www.FreeCast.com (http://www.FreeCast.com) and www.SmartGuide.tv (http://www.SmartGuide.tv). The information contained on our websites is not, and should not be interpreted to be, a part of this Annual Report.

Emerging Growth Company Status

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, which we refer to as the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are applicable to other companies that are not emerging growth companies. Accordingly, we have included detailed compensation information for only our three most highly compensated executive officers and have not included a compensation discussion and analysis of our executive compensation programs in this Annual Report. In addition, for so long as we are an “emerging growth company,” we will not be required to:

• engage an auditor to report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes–Oxley Act;
• comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);
• submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay,” “say-on-frequency,” and “say-on-golden parachutes;” or
• disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparison of the chief executive officer’s compensation to median employee compensation.

In addition, the JOBS Act provides that an “emerging growth company” can use the extended transition period for complying with new or revised accounting standards, which we have elected to take advantage of.

We will remain an “emerging growth company” until the earliest to occur of:

• our reporting $1.235 billion or more in annual gross revenues;
• our issuance, in a three-year period, of more than $1 billion in non-convertible debt;
• the end of the fiscal year in which the market value of our Class A common stock held by non-affiliates exceeds $700 million on the last business day of our second fiscal quarter; and
• June 30, 2031.

12

Summary of Risk Factors

Our business and an investment in our Class A common stock are subject to numerous risks and uncertainties, including those described below. This summary does not address all of the risks that we face. You should carefully consider the risks and uncertainties described in this Item 1A, together with all of the other information contained in this Annual Report. Our principal risks include the following:

• We have incurred recurring losses and have an accumulated deficit, and we may require additional financing to fund our operations.
• We may require additional capital to support our operations and growth, and additional financing may not be available on acceptable terms, or at all.
• A substantial portion of our revenue is derived from two related-party customers, and the loss or reduction of business from either customer could adversely affect us.
• Our SmartGuide relies on technology licensed from Nextelligence, Inc., a company principally owned and controlled by William A. Mobley, Jr., and interruption of our rights under that license could materially affect our business.
• Our ability to grow depends on attracting and retaining subscribers, and our reported subscriber count includes inactive accounts and may not reflect current platform engagement or monetization potential.
• We depend on third-party partners, service providers and infrastructure, and disruptions, cyber-attacks, system failures or failures of third-party technology could adversely affect our operations and subscribers.
• Privacy, data-security and payment-processing risks, including unauthorized access to subscriber or billing information, could harm our reputation and subject us to liability.
• We depend on our proprietary technology and intellectual property, and may be unable to protect our intellectual property or successfully defend against third-party intellectual property claims.
• We depend on key management and qualified personnel, and certain executive officers have responsibilities to other businesses that may create conflicts of interest.
• Our PaaS, BEST and D2D deployment models are relatively new and may not achieve broad market acceptance; BEST is subject to regulatory uncertainty and D2D depends on telecom operator and ISP adoption.
• Changes in laws or regulations governing Internet access and net neutrality, or actions by Internet service providers, could increase our costs or impair access to our services.
• An active and liquid trading market for our Class A common stock may not be sustained, and the market price of our Class A common stock has been highly volatile and may continue to be highly volatile.
• Our dual-class capital structure concentrates substantial voting control with Mr. Mobley, limits other shareholders’ ability to influence corporate matters and may affect our eligibility for inclusion in certain stock market indices.
• We are a controlled company under Nasdaq rules and rely on an exemption from the requirement that a majority of our board of directors consist of independent directors.
• We currently have limited securities analyst coverage, and the failure of additional analysts to initiate coverage, the loss of existing coverage or unfavorable analyst research could adversely affect the market price and trading volume of our Class A common stock.
• If we fail to satisfy Nasdaq’s continued listing requirements, our Class A common stock could be suspended or delisted.
• Future issuances or sales of substantial amounts of our Class A common stock, including shares issued in financings, could dilute existing shareholders and adversely affect our stock price.
• Sales under our Equity Purchase Agreement with Amiens Technology Investments LLC may result in substantial dilution, and the amount of financing available under that agreement is uncertain and depends in part on our stock price, liquidity and satisfaction of other conditions.
• If we fail to maintain effective internal control over financial reporting, our financial reporting could be impaired, investor confidence could decline and we could face regulatory or other adverse consequences.
• We do not intend to pay cash dividends for the foreseeable future, so shareholders’ returns, if any, will depend on appreciation in the market price of our Class A common stock.

Investing in our Class A common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information contained in this Annual Report, including our financial statements, the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we currently deem immaterial may also become important factors that adversely affect our business. If any of the following risks actually occur, our business, financial condition, results of operations and future prospects could be materially and adversely affected. In that event, the market price of our Class A common stock could decline, and you could lose part or all of your investment.

Risks Related to Our Business

We have incurred recurring losses from operations and may require additional financing to fund our operations.

We have incurred recurring losses from operations. As of June 30, 2026, we had an accumulated deficit of approximately $219.7 million and a stockholders’ equity of approximately $2.25 million. For the years ended June 30, 2026, and 2025, we incurred net losses of approximately $13.0 million and $14.1 million, respectively. Our failure to generate sufficient revenues, effectively manage expenses or raise additional capital could adversely affect our ability to achieve our intended business objectives.

Although our independent registered public accounting firm’s report on our financial statements for the year ended June 30, 2026, does not contain an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern, our history of recurring operating losses and accumulated deficit subject us to risks regarding our ability to generate sufficient revenues and maintain adequate liquidity to fund our operations.

In July 2026, we completed a private placement of shares of our Class A common stock and pre-funded warrants for aggregate gross proceeds of approximately $23.7 million. Although we believe that the proceeds from this financing, together with our other available sources of liquidity, will provide sufficient capital to fund our operations for at least 12 months, there can be no assurance that our estimates regarding our capital requirements will prove accurate or that we will not require additional financing.

We have historically funded our operations primarily through sales of our Class A common stock to accredited investors, debt financing and the exchange of Class A common stock for services received by us. If we require additional financing, we cannot be certain that such financing will be available on acceptable terms, or at all. To the extent that we raise additional funds by issuing equity securities, our shareholders may experience significant dilution. Any debt financing, if available, may involve restrictive covenants that could adversely affect our ability to conduct our business. If we are not able to raise additional capital when required or on acceptable terms, we may have to: (i) significantly delay, scale back or discontinue the development or commercialization of new products; (ii) seek collaborators for further development and commercialization of our products; or (iii) relinquish or otherwise dispose of some or all of our rights to technologies or products that we would otherwise seek to develop or commercialize.

Our SmartGuide relies on a technology that we license from Nextelligence, Inc. and any interruption of our rights as a licensee could have a significant adverse impact on some major aspects of our business, such as product development, customer retention and sales.

Our SmartGuide has been built on technology developed by Nextelligence, Inc., or Nextelligence, and used by us pursuant to a Technology License and Development Agreement (as amended, the “Technology Agreement”). Nextelligence is principally owned and controlled by William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman. The Technology Agreement provides that Nextelligence is obligated to provide all further development, improvement, modification, maintenance, management and enhancement services related to the technology. The Technology Agreement may be terminated if, among other things, we breach the Technology Agreement, if we become insolvent or subject to bankruptcy laws, or if there is a change of control (as defined in the Technology Agreement). If we were not able to use the technology for any reason, it could have a significant adverse impact on some major aspects of our business, such as product development, customer retention and sales.

If our efforts to attract and retain subscribers are not successful, our business will be adversely affected.

Our ability going forward to attract and retain subscribers will depend on our ability to consistently provide a robust, valuable and quality experience for selecting and viewing TV shows, movies and channels and access to online radio stations. Furthermore, the relative service levels, content offerings, pricing and related features of competitors to our service may adversely impact our ability to attract and retain subscribers. If consumers do not perceive our service offering to be of value, or if we introduce new or adjust existing services that are not favorably received by them, we may not be able to attract subscribers. In addition, many of our subscribers are re-joining our service or originate from word-of-mouth advertising from existing subscribers. Our attracting and retaining subscribers may depend on our ability to:

If our efforts to satisfy our existing subscribers are not successful, we may not be able to attract new subscribers, and as a result, our ability to maintain or grow our business will be adversely affected. Subscribers cancel their subscription to our service for many reasons, including a perception that they do not use the service sufficiently, the need to cut household expenses, availability of content is limited, competitive services provide a better value or experience, and customer service issues are not satisfactorily resolved. We must continually add new subscribers both to replace subscribers who cancel and to grow our business beyond our current subscriber base. If too many of our subscribers cancel our service, or if we are unable to attract new subscribers in numbers sufficient to grow our business, our operating results will be adversely affected. If we are unable to successfully compete with current and new competitors in both retaining our existing subscribers and attracting new subscribers, our business will be adversely affected. Further, if excessive numbers of subscribers cancel our service, we may be required to incur significantly higher marketing expenditures than we currently anticipate in order to replace these subscribers with new subscribers.

Our reported subscriber count includes inactive accounts and may not be indicative of current platform engagement or monetization potential.

We define a “subscriber” as any individual or entity that has registered for access to our platform, whether on a paid or free (ad-supported) tier basis. This metric represents cumulative account registrations since inception, and includes accounts that may be dormant, inactive or no longer engaged with the platform. We do not currently remove accounts from our subscriber count based on inactivity or lack of engagement, and we do not separately report the number of active users. As a result, our reported subscriber figures may significantly overstate the number of users who actively use the platform, generate advertising impressions, or contribute to revenue in any given period. Investors should not rely on our total subscriber count as a measure of current platform usage, engagement, or monetization capacity. If we were to adopt an active-user metric or reclassify inactive accounts, the resulting figures could be materially lower than the subscriber counts currently reported.

If we are not able to continue to innovate or if we fail to adapt to changes in our industry, our business, financial condition and results of operations would be materially and adversely affected.

The market for online video, radio and games is characterized by rapidly changing technology, evolving industry standards, new service and product introductions and changing customer demands. Although we have developed new products and services in order to meet customer demands, new technologies and evolving business models for delivery of entertainment video continue to develop at a fast pace and we may not be able to keep up with all of the changes. Consumers are afforded various means for consuming online video, radio and games. The various economic models underlying these differing means of entertainment video delivery include subscription, pay-per-view, ad-supported and piracy-based models. Several competitors have longer operating histories, larger customer bases, greater brand recognition and significantly greater financial, marketing and other resources than we do. New entrants may enter the market with unique service offerings or approaches to distributing online video, radio and games and other companies also may enter into business combinations or alliances that strengthen their competitive positions. The changes and developments taking place in our industry may also require us to re-evaluate our business model and adopt significant changes to our long-term strategies and business plan. If we are unable to successfully or profitably compete with current and new competitors, programs and technologies, our business will be adversely affected, and we may not be able to increase or maintain market share, revenues or profitability.

We may not be able to maintain or grow our revenue or our business.

Since the beginning of fiscal year 2019, we have been focused on investing in and developing new technologies, which we anticipate will drive future growth and provide us with a sustainable revenue stream. In addition, we have transitioned from a “single-license” model to a “multi-license” model. We believe that our new technology, coupled with our sales and marketing strategy, will enable us to generate revenue through free registrations of FreeCast.com by partnering with retailers, manufacturers, operators and/or distributors of streaming devices, mobile phones, broadband carriers, broadcasters, property managers, multi-dwelling developers, builders and various mass consumer communities of streaming TV viewers, in exchange for a negotiated revenue-sharing percentage with each distributor on a case-by-case basis. However, there can be no assurance that we will be able to generate sufficient revenue from distributor fees or fees from premium content purchased by subscribers through our SmartGuide to fund our operations in the future. In addition, our growth may become stagnant for many other reasons, including decreasing consumer spending, increasing competition, slowing growth in the consumption of online video, radio and games, changes in government policies or general economic conditions.

If we are not able to manage our growth, our business could be adversely affected.

We are currently engaged in an effort to grow our service by promoting online access renewal, developing new products, expanding internationally and to residents of rural areas. As we undertake all these changes, if we are not able to manage the growing complexity of our business, including improving, refining or revising our systems and operational practices, our business may be adversely affected.

We are reliant on a limited number of customers, and the loss of one or more of these customers would adversely affect our business.

For the fiscal years ended June 30, 2026, and 2025, two related-party customers accounted for more than 36% and 35%, respectively, of our total revenue. The loss of either customer, or a substantial reduction in their business with us, would adversely affect our financial performance and our business. Our reliance on a small customer base limits our ability to mitigate downturns in specific customer relationships or industry segments. Strategic decisions made by these customers could adversely impact our operations, including pricing, service levels and product development priorities. Financial instability or delayed payments from these customers could negatively affect our liquidity and working capital. We cannot be certain that we will retain these customers or replace the revenue if we lose them. Any disruption in our relationship with these two customers would likely have an adverse impact on our financial condition and business.

If our efforts to build strong brand identity and improve subscriber satisfaction and loyalty are not successful, we may not be able to attract or retain subscribers, and our operating results may be adversely affected.

We must continue to build and maintain strong brand identity for our products and services, which have expanded over time. We believe that strong brand identity will be important in attracting subscribers. If our efforts to promote and maintain our existing brands and brands we develop in the future are not successful, our operating results and our ability to attract subscribers may be adversely affected. From time to time, subscribers’ express dissatisfaction with our service, including, among other things, title availability, processing and service interruptions. To the extent dissatisfaction with our service is widespread or not adequately addressed, our brand may be adversely impacted and our ability to attract and retain subscribers may be adversely affected. With respect to our international expansion, we will also need to establish our brand and to the extent we are not successful, our business in new markets would be adversely impacted.

If we are unable to maintain effective and cost-efficient subscriber acquisition and marketing channels, our subscriber levels and operating results may be adversely affected.

We utilize a broad mix of marketing programs to promote our service to potential new subscribers. We obtain new subscribers through our online marketing efforts, including paid search listings, banner ads, text links and permission-based e-mails. In addition, we have engaged in various offline marketing programs, including TV and radio advertising, direct mail and print campaigns, consumer package and mailing insertions. We maintain an active public relations program to increase awareness of our service and drive subscriber acquisition. We opportunistically adjust our mix of marketing programs to acquire new subscribers at a reasonable cost with the intention of achieving overall financial goals. If we are unable to maintain or replace our sources of subscribers with similarly effective sources, or if the cost of our existing sources increases, our subscriber levels and marketing expenses may be adversely affected.

We may not be able to continue to support the marketing of our service by current means if such activities are no longer available to us, become cost prohibitive or are adverse to our business. If companies that currently promote our service decide that we are negatively impacting their business, that they want to compete more directly with our business or enter a similar business or decide to exclusively support our competitors, we may no longer be given access to such marketing through them. In addition, if advertising rates increase, we may curtail marketing efforts or otherwise experience an increase in our marketing costs. Laws and regulations impose restrictions on the use of certain channels, including commercial e-mail and direct mail. We may limit or discontinue use or support of e-mail and other activities if we become concerned that subscribers or potential subscribers deem such activities intrusive, which could affect our goodwill or brand. If the available marketing channels are curtailed, our ability to attract new subscribers may be adversely affected.

We may face claims or liability relating to content accessed or made available through our services, which could adversely affect our business and results of operations.

We face potential liability for negligence, copyright, patent or trademark infringement or other claims based on content accessed or made available through our services. We also may be subject to claims based on content that is accessible from our website through links to other websites. As we expand our services and partnerships, the scope of potential liability relating to content may increase. Any such claims, whether or not meritorious, could result in costly litigation, divert management’s attention and resources, damage our reputation or require us to alter our services, any of which could adversely affect our business and results of operations.

We rely upon a number of partners to offer our service.

We currently offer subscribers the ability to easily navigate available sources of online video channels, video on demand and consume such media through their computers and other Internet-connected devices. If we are not successful in maintaining existing and creating new relationships with content providers, or if we encounter technological, content licensing or other impediments to our ability to organize content, our ability to grow our business could be adversely impacted. Furthermore, mobile devices and TVs are manufactured and sold by entities other than FreeCast and while these entities should be responsible for the devices’ performance, the connection between these devices and FreeCast may nonetheless result in consumer dissatisfaction toward FreeCast and such dissatisfaction could result in claims against us or otherwise adversely impact our business.

Any significant disruption in our computer systems or those of third-party service providers that we rely on could adversely impact our business.

Subscribers and potential subscribers access our service through our website or their TVs, computers, game consoles, or streaming or mobile devices. Our reputation and ability to attract, retain and serve subscribers depend on the reliable performance of our computer systems and those of third-party service providers that we utilize in our operations. Interruptions in these systems, or with the Internet in general, including discriminatory network management practices, could make our service unavailable or degraded. Service interruptions, errors in our software or the unavailability of computer systems used in our operations could diminish the overall attractiveness of our service to existing and potential subscribers.

Our servers and those of third-party service providers we use in our operations are vulnerable to computer viruses, physical or electronic break-ins, cyber-attacks and similar disruptions, which could lead to interruptions and delays in our service and operations, as well as loss, misuse or theft of data. Our website periodically experiences directed attacks intended to cause a disruption in service. Any successful attempt to disrupt our service or internal systems could harm our business, be expensive to remedy and damage our reputation. Our insurance does not cover expenses related to attacks on our website or internal systems, and efforts to prevent such attacks are costly and may limit the functionality of our services.

We rely on third-party service providers, including cloud computing and distributed infrastructure platforms, to support critical aspects of our operations, including data processing, storage and service delivery. Because we cannot easily switch our operations to alternative providers, any disruption of or interference with our use of these third-party services, whether due to technological, operational or business-related issues, could adversely impact our operations and the experience of our subscribers.

In addition, fires, floods, earthquakes, power losses, telecommunications failures and other catastrophic events could damage our systems or those of our third-party service providers or cause them to fail completely. As we do not maintain fully redundant systems, any such disruption could result in prolonged downtime, loss of subscribers and harm to our business and results of operations.

We rely heavily on our proprietary technology to locate and organize online video, radio and games and to manage other aspects of our operations, and the failure of this technology to operate effectively could adversely affect our business.

We continually enhance or modify the technology used for our operations. We cannot be sure that any enhancements or other modifications we make to our operations will achieve the intended results or otherwise be of value to our subscribers. Future enhancements and modifications to our technology could consume considerable resources. If we are unable to maintain and enhance our technology, our ability to retain existing subscribers and to add new subscribers may be impaired. In addition, if our technology or that of third-parties we utilize in our operations fails or otherwise operates improperly, our ability to retain existing subscribers and to add new subscribers may be impaired. Also, any harm to our subscribers’ personal computers or other devices caused by software used in our operations could have an adverse effect on our business, results of operations and financial condition.

Privacy concerns and restrictions on our ability to use subscriber data could adversely impact our business and reputation.

In the ordinary course of business and, in particular, in connection with merchandising our service to our subscribers, we collect and utilize data supplied by our subscribers. We currently face certain legal obligations regarding the manner in which we treat such information. Other businesses have been criticized by privacy groups and governmental bodies for attempts to link personal identities and other information to data collected on the Internet regarding users’ browsing and other habits. Increased regulation of data utilization practices, including self-regulation or findings under existing laws, which limit our ability to use collected data, could have an adverse effect on our business. In addition, if we were to disclose data about our subscribers in a manner that was objectionable to them, our business reputation could be adversely affected, and we could face potential legal claims that could impact our operating results.

Our reputation and relationships with subscribers would be harmed if our subscriber data, particularly billing data, were accessed by unauthorized people.

We maintain personal data regarding our subscribers, including names and, in many cases, mailing addresses. With respect to billing data, such as credit card numbers, we rely on licensed encryption and authentication technology to secure such information. We take measures to protect against unauthorized intrusion into our subscribers’ data. If, despite these measures, we, or our payment processing services, experience any unauthorized intrusion into our subscribers’ data, current and potential subscribers may become unwilling to provide the information to us necessary for them to become subscribers, we could face legal claims, and our business could be adversely affected. Similarly, if a well-publicized breach of the consumer data security of any other major consumer Web site were to occur, there could be a general public loss of confidence in the use of the Internet for commerce transactions which could adversely affect our business.

In addition, we do not obtain signatures from subscribers in connection with the use of credit cards by them. Under current credit card practices, to the extent we do not obtain cardholders’ signatures, we are liable for fraudulent credit card transactions, even when the associated financial institution approves payment of the orders. From time to time, fraudulent credit cards are used on our Web site to obtain service. Typically, these credit cards have not been registered as stolen and are therefore not rejected by our automatic authorization safeguards. While we do have a number of other safeguards in place, we nonetheless experience some loss from these fraudulent transactions. We do not currently carry insurance against the risk of fraudulent credit card transactions. A failure to adequately control fraudulent credit card transactions would harm our business and results of operations.

We may not be able to adequately protect our intellectual property rights.

We rely on a combination of trademark, copyright, trade secret and other intellectual property laws, as well as confidentiality procedures and contractual provisions, to protect our proprietary technology, business processes and other intellectual property. These measures may not be sufficient to prevent unauthorized use, disclosure or misappropriation of our intellectual property.

Confidentiality agreements with employees, contractors and other third parties may be breached, and we may not have adequate remedies for any such breach. In addition, policing unauthorized use of our intellectual property is difficult, time-consuming and costly, and we may be unable to detect or prevent such unauthorized use. Our trade secrets may be disclosed, become known to competitors or be independently developed by others. If we are unable to adequately protect our intellectual property rights, our competitive position could be adversely affected, and our business, financial condition and results of operations could be materially harmed.

Intellectual property claims against us could be costly and result in the loss of significant rights.

We may be subject to claims by third parties that we have infringed, misappropriated or otherwise violated their intellectual property rights. These claims may arise from our use of technology, content, business processes or other aspects of our operations. As the number of patents and other intellectual property rights in our industry increases, the risk of such claims may also increase.

Defending against intellectual property claims, regardless of their merit, can be costly, time-consuming and may divert the attention of management and technical personnel. If we are unable to successfully defend against such claims, we may be required to pay damages, enter into costly licensing agreements, modify or discontinue certain products or services, or develop alternative technologies, any of which could adversely affect our business.

In addition, we may be unable to obtain licenses to use intellectual property on commercially reasonable terms, or at all. Any such claims or limitations could materially and adversely affect our business, financial condition and results of operations.

We depend on key management as well as experienced and capable personnel generally, and any failure to attract, motivate and retain our staff could severely hinder our ability to maintain and grow our business.

We rely on the continued service of our senior management, including our founder and Chief Executive Officer and Chairman of our board of directors, William A. Mobley, Jr., other members of our executive team and other key employees to develop our products, services and solutions. In our industry, there is substantial and continuous competition for highly skilled business, product development, technical and other personnel. As a result, our human resources organization focuses significant efforts on attracting and retaining individuals in key technology positions. If we lose the services of any member of management or key personnel and are unable to attract or locate suitable or qualified replacements, or otherwise hire talented personnel, we may incur additional expenses to recruit and train new staff, making it more difficult to meet our business objectives, which could severely disrupt our business and growth. In addition, our ability to execute our strategy depends in part on our ability to engage and retain qualified third-party contractors.

Our Chief Executive Officer and Chief Financial Officer also serve as executive officers of other companies and such other positions may create conflicts of interest for such officers in the future.

William A. Mobley, Jr., our Chief Executive Officer and Chairman, works full-time for us, devoting approximately 50 hours a week to our business. Mr. Mobley also works part-time for Nextelligence and serves as its Chief Executive Officer and Chairman of the board of directors. Mr. Mobley’s duties to Nextelligence may compete for his full attention to our business; accordingly, he may have conflicts of interest in allocating time between those separate business activities.

Jonathan Morris, our Chief Financial Officer, works full-time for us, devoting approximately 45 hours a week to our business. Mr. Morris also advises a special purpose acquisition company, Twelve Seas Investment Co III, on a limited basis as a consultant and its Chief Financial Officer. Mr. Morris’ duties to these other businesses may compete for his full attention to our business; accordingly, he may have conflicts of interest in allocating time between those separate business activities.

We are an “emerging growth company” and a “smaller reporting company,” and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our Class A common stock less attractive to investors.

We are an “emerging growth company,” as defined in the JOBS Act, and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include, among other things, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

We could remain an emerging growth company until June 30, 2031, although circumstances could cause us to lose that status earlier, including if our annual gross revenues reach the applicable statutory threshold, we become a “large accelerated filer” as defined under the Exchange Act or we issue more than $1 billion in non-convertible debt securities during the preceding three-year period.

We are also a “smaller reporting company,” as defined under the Exchange Act. For so long as we continue to qualify as a smaller reporting company, we may take advantage of certain scaled disclosure requirements available to smaller reporting companies. If we qualify as a smaller reporting company after we cease to qualify as an emerging growth company, we may continue to rely on certain of these scaled disclosure requirements.

We cannot predict whether investors will find our Class A common stock less attractive because we rely on these exemptions. If some investors find our Class A common stock less attractive as a result, there may be a less active trading market for our Class A common stock and our stock price may be more volatile.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud. As a result, shareholders could lose confidence in our financial and other public reporting, which would harm our business and the trading price of our Class A common stock.

We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes–Oxley Act, which require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Although we are required to disclose changes made in our internal controls and procedures on a quarterly basis, we are not required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. However, as an “emerging growth company,” our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

In addition, to comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. In addition, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify material weaknesses in our internal control over financial reporting or are unable to comply with the requirements of Section 404 in a timely manner or are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

If we fail to maintain effective internal control over financial reporting, our ability to produce accurate and timely financial statements could be impaired, which could adversely affect investor confidence and the market price of our Class A common stock.

We are required to maintain internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

If we identify material weaknesses or significant deficiencies in our internal control over financial reporting, we may be unable to prepare accurate and timely financial statements or comply with applicable reporting requirements. Remediation of any deficiencies that we identify may require us to incur additional costs and devote significant management and other resources to improving our internal controls. If we are unable to establish and maintain effective internal control over financial reporting, investors may lose confidence in our financial reporting, the market price of our Class A common stock could decline, and we could become subject to regulatory scrutiny or other adverse consequences.

Future issuances of our Class A common stock or securities convertible into or exercisable for our Class A common stock could result in substantial dilution to our existing shareholders.

We are authorized to issue 320,000,000 shares of Class A common stock. Our amended and restated articles of incorporation authorize our board of directors to issue additional shares of Class A common stock and options, rights, warrants and other securities relating to Class A common stock, subject to applicable law and Nasdaq requirements. Future issuances of Class A common stock or securities convertible into or exercisable for Class A common stock, whether in connection with acquisitions, financings, equity compensation or otherwise, may dilute the ownership and voting interests of our existing shareholders. Such issuances could also adversely affect the market price of our Class A common stock.

Future sales of substantial amounts of our Class A common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our Class A common stock.

Sales of substantial amounts of our Class A common stock in the public market, including shares issued pursuant to previously completed financings, or the perception that such sales may occur, could adversely affect the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities.

As of September 25, 2026, we had 36,861,774 shares of Class A common stock outstanding, of which 20,726,462 shares were designated as unrestricted on the records of our transfer agent. In connection with our July 2026 private placement, we issued 4,666,667 shares of Class A common stock and pre-funded warrants to purchase 3,243,807 additional shares of Class A common stock. All of the pre-funded warrants have since been exercised and the underlying shares of Class A common stock have been issued. The shares issued in the private placement and upon exercise of the pre-funded warrants have been registered for resale under the Securities Act. The resale of a substantial number of these shares, or the perception that such resales may occur, could adversely affect the market price of our Class A common stock.

In addition, certain other outstanding shares of our Class A common stock remain subject to contractual leak-out restrictions through March 10, 2027. As those restrictions expire or otherwise cease to apply, additional shares may become eligible for sale in the public market, which could create additional downward pressure on the market price of our Class A common stock.

Anti-takeover provisions contained in our articles of incorporation and bylaws could impair a takeover attempt.

Our articles of incorporation and bylaws contain provisions which could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors. Our corporate governance documents include provisions:

These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management.

Any provision of our articles of incorporation or bylaws that has the effect of delaying or deterring a change in control could limit the opportunity for our shareholders to receive a premium for their shares of our Class A common stock and could also affect the price that some investors are willing to pay for our Class A common stock.

We incur significantly increased costs and devote substantial management time to operating as a public company.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. We are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of Nasdaq and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming or costly, and increases demand on our systems and resources.

The requirements of being a public company require significant resources and management attention. We are required to maintain disclosure controls and procedures and internal control over financial reporting appropriate for a public company. We also incur additional costs associated with preparing and filing periodic and current reports with the SEC, maintaining compliance with Nasdaq listing standards, obtaining directors’ and officers’ liability insurance and complying with applicable corporate governance requirements. These requirements may divert management’s attention from other business concerns, which could adversely affect our business, financial condition and results of operations.

In addition, when we cease to qualify as an emerging growth company, we may become subject to additional requirements, including the independent auditor attestation requirements relating to our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, if we are otherwise subject to those requirements at that time. Compliance with these requirements could further increase our costs and demands on management and other personnel.

Risks Related to Our Industry

Changes in consumer viewing habits, including more widespread usage of demand methods of entertainment video consumption could adversely affect our business.

The manner in which consumers seek entertainment online is changing rapidly. Digital cable, wireless and Internet content providers are continuing to improve technologies, content offerings, user interfaces and business models that allow consumers to access entertainment video-on-demand with interactive capabilities. The devices through which online video, radio and games can be consumed are also changing rapidly. For example, content from cable service providers may be viewed on laptops and mobile devices and content from Internet content providers may be viewed on TVs. If competitors providing similar services address the changes in consumer habits in a manner that is better able to meet content distributor and consumer needs and expectations, our business could be adversely affected.

Changes in laws or regulations governing the Internet, including laws affecting net neutrality, could adversely affect our business.

Our business depends on consumers’ ability to access our services over the Internet. Changes in laws or regulations governing Internet access, or actions by broadband and other Internet service providers, could affect the cost, quality or availability of access to our services. For example, Internet service providers could attempt to impose additional fees, restrict or otherwise disadvantage access to certain content or services, or otherwise affect the speed or quality with which consumers can access our services.

The regulatory framework governing Internet access and net neutrality has changed significantly over time. In 2024, the Federal Communications Commission adopted an order that generally restored the regulatory framework applicable to broadband Internet access service under Title II of the Communications Act and reinstated certain net neutrality rules. In January 2025, the U.S. Court of Appeals for the Sixth Circuit invalidated that order. In addition, certain states have adopted or considered their own requirements concerning Internet access and net neutrality. The legal and regulatory framework therefore remains subject to change at the federal and state levels.

Future legislative, regulatory or judicial developments could permit Internet service providers greater latitude to impose fees, prioritize certain traffic, restrict access or otherwise affect the delivery of Internet-based services. Any such developments that increase our costs or impair the ability of consumers to access our services could adversely affect our business, financial condition and results of operations.

Although we are now operating our Platform-as-a-Service, Broadcast-Enabled Streaming TV and Direct-to-Mobile deployment models, these offerings remain relatively new and there can be no assurance that they will achieve broad market acceptance.

We have developed three deployment models—Platform-as-a-Service (PaaS), Broadcast-Enabled Streaming TV (BEST), and Direct-to-Device (D2D)—that are intended to enable telecom operators, ISPs, broadcasters, and other partners to launch branded streaming services using our infrastructure. These models represent new and evolving business lines that have not yet generated significant revenue. There can be no assurance that potential partners will adopt these deployment models, that we will be able to successfully integrate broadcast-to-streaming conversion or digital rights management technologies at scale or that market conditions will support the pricing and revenue-sharing structures contemplated by these offerings. If these deployment models fail to gain market acceptance, our growth strategy and results of operations could be materially and adversely affected.

Our BEST model is subject to regulatory uncertainty related to broadcast standards and Over-the-Air television policy.

Our BEST model operates at the intersection of traditional over-the-air broadcasting and internet streaming, an area subject to evolving federal regulation. Changes in FCC policy regarding broadcast encryption, ATSC 3.0 implementation timelines, digital rights management requirements or over-the-air (OTA) spectrum allocation could affect the viability or cost-effectiveness of our BEST deployment model. Additionally, our BEST model depends on cooperation from local broadcasters who may face their own regulatory constraints or may prefer competing technology solutions. Uncertainty in the regulatory environment for broadcast-to-streaming conversion could delay adoption by broadcast partners and adversely affect our ability to deploy BEST at scale.

Our D2D platform depends on telecom operator and ISP adoption, and our failure to secure and maintain these partnerships could limit our growth.

Our D2D deployment model is designed for distribution through telecom operators and ISPs. The success of this model depends on our ability to negotiate and maintain favorable partnership agreements with these entities, many of which have significantly greater resources and bargaining power than we do. Telecom operators and ISPs may choose to develop competing in-house solutions, partner with larger competitors, or decline to prioritize video distribution services. Additionally, the delivery of video through 5G mobile broadband, satellite connectivity, and other networks contemplated by D2D is subject to network capacity constraints, coverage limitations, and the pace of infrastructure deployment by third-party carriers over which we have no control.

Risks Related to Ownership of Our Class A Common Stock

An active and liquid trading market for our Class A common stock may not be sustained, which could limit our shareholders’ ability to sell their shares.

Our Class A common stock began trading on The Nasdaq Global Market on March 10, 2026. Since that date, trading volume in our Class A common stock has varied significantly. On certain trading days, fewer than 100,000 shares of our Class A common stock have traded, while on other trading days trading volume has been substantially higher. This significant variation in trading volume may continue, and there can be no assurance that an active and liquid trading market for our Class A common stock will be sustained.

A limited or inconsistent trading market could impair the ability of our shareholders to sell their shares at the time they wish to sell them or at a price they consider reasonable and could increase the volatility of the market price of our Class A common stock. A limited trading market could also impair our ability to raise capital through future sales of equity securities.

The market price of our Class A common stock has been highly volatile and may continue to be highly volatile, and shareholders may lose all or a substantial portion of their investment.

The market price of our Class A common stock has experienced significant volatility since it began trading on The Nasdaq Global Market on March 10, 2026. Our Class A common stock closed at $9.13 per share on March 10, 2026, its first day of trading. Since that date, the closing price of our Class A common stock has ranged from a low of $0.59 per share to a high of $9.84 per share, and on September 9, 2026, the closing price was $1.29 per share. The market price and trading volume of our Class A common stock may continue to fluctuate significantly.

The market price of our Class A common stock may be affected by numerous factors, many of which are beyond our control, including variations in our operating results; our ability to achieve revenue growth; announcements regarding our products, services, customers or strategic relationships; changes in the competitive environment in which we operate; changes in estimates or recommendations by securities analysts, if any; future issuances or sales of our Class A common stock; the size of our public float and trading volume; general economic and market conditions; and other events or factors affecting us or the technology and media industries.

In addition, the stock markets have from time-to-time experienced significant price and volume fluctuations that have affected the market prices of securities of companies regardless of their operating performance. These broad market fluctuations, as well as general economic, political and market conditions, may adversely affect the market price of our Class A common stock. As a result of these factors and the limited trading history of our Class A common stock, shareholders may be unable to sell their shares at or above the price at which they acquired them and may lose all or a substantial portion of their investment.

Our dual-class capital structure has the effect of concentrating voting control with our founder, Chief Executive Officer and Chairman, William A. Mobley, Jr., which limits or precludes our other shareholders’ ability to influence corporate matters.

Our Class A common stock is entitled to one vote per share, while our Class B common stock is entitled to fifteen votes per share. Mr. Mobley beneficially owns substantially all of our outstanding Class B common stock and, as a result of our dual-class capital structure and his ownership of shares of our common stock, controls a substantial majority of the combined voting power of our outstanding capital stock. Accordingly, Mr. Mobley is able to control matters submitted to our shareholders for approval, including the election and removal of directors, amendments to our organizational documents, and the approval of significant corporate transactions, including a merger, sale of substantially all of our assets or other change of control.

Mr. Mobley’s voting control may delay, deter or prevent a change in control or other business combination that our other shareholders might otherwise consider favorable and may prevent our other shareholders from influencing significant corporate decisions. The interests of Mr. Mobley may differ from or conflict with the interests of our other shareholders. This concentration of voting control may also adversely affect the market price of our Class A common stock.

Our dual-class capital structure could affect our eligibility for continued inclusion in certain stock market indices, which could adversely affect the trading price and liquidity of our Class A common stock.

Our Class A common stock is currently included in certain stock market indices. However, certain providers of stock market indices have adopted policies that limit or restrict the inclusion of companies with multiple classes of common stock or unequal voting rights in certain of their indices. These policies differ among index providers and are subject to change. As a result of our dual-class capital structure, we could become ineligible for continued inclusion in certain indices or may be ineligible for inclusion in other indices in the future.

Investment funds, exchange-traded funds and other investment vehicles often seek to track particular indices. If our Class A common stock were removed from an index in which it is currently included, or if our dual-class capital structure prevents our inclusion in other indices, demand for our Class A common stock from certain institutional investors could be reduced. Any such exclusion or removal could adversely affect the trading price, trading volume and liquidity of our Class A common stock.

We are a “controlled company” within the meaning of the Nasdaq listing rules and, as a result, rely on an exemption from certain corporate governance requirements that provide protections to shareholders of other companies.

Because William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman, controls more than 50% of the voting power for the election of directors, we are a “controlled company” under the Nasdaq listing rules. As a controlled company, we are permitted to elect not to comply with certain Nasdaq corporate governance requirements, including the requirement that a majority of our board of directors consist of independent directors and certain requirements relating to the nomination of directors and the determination of executive compensation by independent directors.

We currently rely on the controlled-company exemption from the requirement that a majority of our board of directors consist of independent directors. Our board of directors currently consists of four directors, two of whom are independent under the Nasdaq listing rules. Our Audit Committee and Compensation Committee, however, each consist solely of our two independent directors. We may elect to rely on additional controlled-company exemptions in the future for so long as we remain eligible to do so. If we rely on such exemptions, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of Nasdaq’s corporate governance requirements.

The controlled-company exemptions do not exempt us from Nasdaq’s audit committee requirements, and we remain subject to the applicable requirements regarding the independence and composition of our Audit Committee.

We currently have limited securities analyst coverage, and the failure of additional analysts to initiate coverage, the loss of existing coverage or unfavorable analyst research could adversely affect the market price and trading volume of our Class A common stock.

We currently have limited research coverage by securities or industry analysts. If additional securities or industry analysts do not initiate coverage of us, or if analysts that currently cover us cease coverage or fail to publish reports on us regularly, demand for our Class A common stock could decrease, which could cause its market price or trading volume to decline. In addition, if one or more analysts who cover us downgrade our Class A common stock or publish inaccurate or unfavorable research about our business, the market price of our Class A common stock could decline.

If we are unable to meet the continued listing requirements of Nasdaq, Nasdaq will delist our Class A common stock.

Our Class A common stock is currently listed on the Nasdaq Global Market. In the future, if we are not able to meet Nasdaq’s continued listing standards, we could be subject to suspension and delisting proceedings. A delisting of our Class A common stock and our inability to list on another national securities exchange could negatively impact us by: (i) reducing the liquidity and market price of our Class A common stock; (ii) reducing the number of investors willing to hold or acquire our Class A common stock, which could negatively impact our ability to raise equity financing; (iii) limiting our ability to use a registration statement to offer and sell freely tradable securities, thereby preventing us from accessing the public capital markets; and (iv) impairing our ability to provide equity incentives to our employees.

We do not intend to pay dividends on our Class A common stock for the foreseeable future, so any returns will be limited to changes in the value of our Class A common stock.

We have never declared or paid any cash dividends on our Class A common stock. We currently intend to retain any future earnings to finance the operation and expansion of our business and do not anticipate paying any cash dividends for the foreseeable future. As a result, shareholders may only receive a return on their investment in our Class A common stock if the market price of our Class A common stock increases and they are able to sell their shares at a profit.

We may require additional capital to support our operations and growth, and such capital may not be available on acceptable terms, or at all.

In July 2026, we completed a private placement of shares of our Class A common stock and pre-funded warrants for aggregate gross proceeds of approximately $23.7 million. Although we believe that the proceeds from this financing, together with our other available sources of liquidity, will provide sufficient capital to fund our operations for at least 12 months, our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of expenditures to support our operations and growth initiatives, the development and commercialization of our products and services, and general economic and market conditions.

We may therefore require additional financing in the future. Additional financing may not be available when needed or, if available, may not be available on terms acceptable to us. If we raise additional capital through the issuance of equity or equity-linked securities, our existing shareholders may experience significant dilution. If we raise additional capital through debt financing, we may become subject to restrictive covenants or other terms that could adversely affect our operations. If we are unable to obtain additional financing when required, we may be required to delay, reduce or discontinue certain operations, development activities or growth initiatives, which could adversely affect our business, financial condition and results of operations.

Sales of our Class A common stock under our Equity Purchase Agreement may result in substantial dilution to our existing shareholders and could adversely affect the market price of our Class A common stock.

Pursuant to our Equity Purchase Agreement with Amiens Technology Investments LLC, as amended, we may, subject to specified conditions and limitations, sell up to $50 million of shares of our Class A common stock. The number of shares that we may issue will depend in part on the market price of our Class A common stock at the time of each sale. If the market price of our Class A common stock declines, a greater number of shares may be required to obtain a given amount of proceeds, resulting in greater dilution to our existing shareholders. Sales of shares to Amiens, and resales of those shares into the public market, or the perception that such sales may occur, could also adversely affect the market price of our Class A common stock.

The amount of financing that we may receive under our Equity Purchase Agreement is uncertain and depends on the market price and liquidity of our Class A common stock and other conditions.

We cannot predict the number of shares that we may sell under the Equity Purchase Agreement or the aggregate proceeds that we ultimately may receive. The purchase price for shares sold under the Equity Purchase Agreement is based on 95% of the applicable market price during the ten-trading-day pricing period following an Advance Notice. Accordingly, declines in the market price of our Class A common stock may reduce the proceeds we receive per share and increase the number of shares required to obtain a given amount of financing. In addition, our ability to sell shares under the Equity Purchase Agreement is subject to the conditions and limitations contained in the agreement, and there can be no assurance that we will receive the full $50 million commitment.

Risk Management and Strategy

We have established processes designed to identify, assess, manage, and respond to cybersecurity risks that could materially affect our business, operations, or financial condition. These processes are integrated into our overall risk management activities and are documented in a set of written policies, including our Risk Assessment, Risk Management, and Governance Policy, Access Control Policy, Information Classification Policy, Asset Management Policy, Breach Notification and Data Destruction Policy, and Business Continuity Policy. These policies provide for the identification and prioritization of risks in a risk register that is updated as the risk landscape changes; the classification of our information by sensitivity with corresponding handling requirements; the provisioning of access on a least-privilege, role-based and need-to-know basis; procedures for the reporting, investigation and remediation of suspected data breaches; and the maintenance and testing of our business continuity plan.

Our information systems operate primarily on third-party cloud infrastructure. Technical safeguards include federated single sign-on with multi-factor authentication, role-based access provisioning under the principle of least privilege, periodic credential rotation and periodic access review, web application firewall protection with centralized logging for our production web and application programming interface distributions, and cross-region backup and replication of data and deployment artifacts supporting the Company’s recovery objectives. We use continuous threat detection services provided by our cloud infrastructure provider, with security findings aggregated for triage, and engage third-party providers for managed security monitoring and advisory services, including a managed security incident response service that triages security findings across our cloud accounts and reports periodically to our designated incident response contacts. We conduct internal assessments of our cloud environment and track identified findings to remediation.

We rely on third-party service providers for cloud infrastructure, content delivery, digital rights management, and other technology services, and consider cybersecurity risks associated with those providers as part of our risk management process. Our policies extend access control, information classification, and breach reporting obligations to third-party service providers that have access to our systems or information. We have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.

Governance

Our Board of Directors (the “Board”) oversees risks from cybersecurity threats as part of its general oversight of our risk management activities. The Board has not delegated responsibility for the oversight of risks from cybersecurity threats to a separate committee of the Board.

Our Executive Vice President of Engineering & Platform is responsible for our cybersecurity program and reports to our Chief Executive Officer on cybersecurity matters. The Chief Executive Officer informs the Board of significant cybersecurity risks and of material cybersecurity incidents. Management reports to the Board on cybersecurity matters annually, covering the threat environment relevant to our business, the status of open security matters, the results of assessments and remediation activities, and our security program and resourcing, and reports to the Board outside that cycle where the significance of a matter warrants.

Our cybersecurity program is overseen by senior management, including Brian Wenhold, our Executive Vice President of Engineering & Platform. Mr. Wenhold has served in that capacity since January 2026 and previously served as our Vice President of Engineering beginning in October 2025. He is responsible for our information security program, for evaluating information security risks, for overseeing our relationships with our managed security and security advisory providers, and for directing our response to cybersecurity incidents, serving as incident commander for incidents requiring a coordinated response.

Mr. Wenhold has more than 28 years of experience in software engineering and technology leadership and has served as incident commander for cybersecurity incident response since 2002, across five organizations in enterprise and regulated environments. He holds a Bachelor of Science in Computer Engineering from the University of Central Florida. As principal engineer for the platform organization of an automotive technology company, he designed identity and access management, key and secrets management, and network security controls. He has owned a SOC 2 compliance program, including control design, evidence collection and remediation across engineering functions; has worked with the Payment Card Industry Data Security Standard at multiple organizations; and has led HIPAA compliance and HITRUST e1 certification efforts for a nonprofit technology platform. He has presented security posture, security program roadmaps and security and compliance audit findings to boards of directors, executive leadership and government stakeholders. Mr. Wenhold communicates with the Chief Executive Officer, the General Counsel and other members of senior management regarding significant cybersecurity risks, emerging threats and cybersecurity incidents.

Assessment and Oversight

We evaluate our cybersecurity controls through internal assessments of our cloud environment and identity controls, through monitoring and triage performed by our managed security incident response provider. Identified findings are tracked to remediation and reported to management and to the Board. We review and update our cybersecurity policies and procedures in response to evolving threats, technological developments, and changes in its business operations.

FreeCast, Inc. leases office and operational space in Orlando, Florida, which serves as its principal executive and operational headquarters.

Our headquarters are located in approximately 10,080 square feet of a building located in Orlando, Florida for which we pay $10,038 per month, with 5% annual increases. We are also obligated to pay our proportionate share of the operating expenses (as defined in the lease). On October 31, 2023, we entered into a First Amendment to our lease agreement for our headquarters with Anson Logistics Assets LLC. The amendment extends the term of our lease until October 31, 2028.

Saracco Litigation

On May 18, 2026, Michael A. Saracco (“Saracco”) filed an action in the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, Case No. 2026-CA-005311-O, against us, certain of our officers and other parties alleging omissions concerning the status of a contract with Starlink and seeking damages. We deny the claims and are vigorously defending the action.

On September 3, 2026, we filed an action against Saracco in the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, Case No. 2026-CA-009471-O, asserting claims for economic extortion and defamation and seeking injunctive relief and damages. Saracco has moved to dismiss the action.

Later on September 3, 2026, Saracco filed an action against us and certain of our officers and directors in the Circuit Court of the Eighteenth Judicial Circuit in and for Brevard County, Florida, reasserting claims relating to an alleged term sheet that had been the subject of claims in prior litigation between us and Saracco that was dismissed with prejudice in December 2025. Saracco seeks damages in the action.

On September 6, 2026, Saracco filed an additional action in the Circuit Court of the Ninth Judicial Circuit in and for Orange County, Florida, Case No. 2026-CA-009539-O, against us, our independent registered public accounting firm and Nextelligence, Inc. The action asserts claims relating to an alleged $225,000 investment, certain warrants and the same alleged term sheet involved in the prior litigation that was dismissed with prejudice. Saracco seeks issuance of warrants, damages and injunctive relief.

We deny Saracco’s claims and intend to vigorously defend the pending actions. Based upon the information presently available to us, we believe the likelihood of an unfavorable outcome resulting in a loss to us with respect to the Saracco matters involving us is remote.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto and other financial information appearing elsewhere in this Annual Report In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under Part I. “Item 1A. Risk Factors” and elsewhere in this Annual Report.

Overview

FreeCast provides a white-label Platform-as-a-Service (PaaS) that enables companies with existing customers to offer their own branded entertainment and media hub. The platform brings together free and paid streaming, television (TV) and related services while allowing partners to maintain their brand and direct customer relationship. We currently earn revenue mainly from advertising, FAST services and subscriptions; our model is designed to add licensing, pay-per-view, connectivity and e-commerce revenue rather than depending primarily on owning expensive content and selling another consumer streaming subscription. We currently operate exclusively in the U.S., but see opportunities for expansion into international markets, by signing licensing agreements and collaborating with international Consumer Direct Platforms (CDPs). However, we can only take advantage of these opportunities if we have sufficient capital to do so, are able to recruit the necessary staff, and are able to expand our current infrastructure. We may also face additional challenges from new competitors that may be able to launch new businesses at relatively low cost, with consumers easily being able to shift spending from one provider to another. In order to combat this, we must continue to deliver a product that is more advanced than that of competitors.

For the year ended June 30, 2026, we reported total revenue of $710,882, comprising $385,602 of advertising revenue, $267,509 of FAST revenue – related parties, $56,311 of subscription revenue and $1,460 of other revenue. These activities include advertising campaigns, media planning and related media services; FAST channel buildout, production and platform distribution services; premium subscriptions; and product, licensing and referral arrangements. Our enterprise PaaS strategy seeks to expand platform deployments and monetization beyond this current revenue base. The six business-model categories describe revenue mechanisms and opportunities, not six separately reported current revenue streams or a measure of recurring enterprise platform revenue.

Primarily as a result of our shift to a free registration subscription service, we have been able to increase the number of subscribers during our most recent 12-month period. Our subscriber numbers have increased from 975,501 on June 30, 2025, to 1,194,219 on June 30, 2026. Our revenue excluding Free Ad-Supported TV (FAST) Revenue (FAST Revenue was $267,509 and $221,894 for the year ended June 30, 2026, and 2025, respectively) and Ad Revenue (Ad Revenue was $385,602 and $271,638 for the year ended June 30, 2026, and 2025, respectively) per subscriber has decreased from $0.14 for the year ended June 30, 2025 compared to $0.05 for the year end June 30, 2026.

As of June 30, 2026, we had a cash balance of $8,919,833 and a working capital surplus of $1,964,398. We plan to raise additional equity financing as well. However, we cannot provide any assurance that additional equity financing will be available on terms that are acceptable to us, or at all.

Components of our Operating Results

Revenue

Subscription (Membership) Revenue

In light of shifting consumer behaviors and constraints on big-box retail sales (especially during the pandemic), we refined our business model in 2022 to focus on B2B2C distribution. This approach leverages partnerships with multi-dwelling unit operators, hospitality providers, broadband carriers, and device manufacturers, each channel granting us immediate, large-scale user access. We believe that aligning with enterprise-level partners reduces our direct retail marketing costs, stabilizes recurring revenues, and extends the reach of our aggregator platform to tens of thousands of new users at once.

As a result, we no longer generate 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, our SelectTV.com paid subscription service and packaged SelectTV Streaming TV Kits were discontinued. We rebranded to the corporate namesake FreeCast.com and relaunched our SmartGuide as a free registration subscription service. SmartGuide is our internet distributed streaming media guide that searches and aggregates media content on the web and facilitates access to our customers through Wi-Fi-enabled devices that support streaming video.

We do, however, sell monthly subscriptions for premium content purchased through our SmartGuide for varying fees for different content. Revenue from such premium subscription fees is recognized on a gross basis over the service period as we are deemed to be the principal in the relationship with the end user. We control the content before transferring it to the end user and have latitude in establishing pricing. We both retransmit and “ingest” and distribute content for our Value Channels.

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. We no longer offer SelectTV lifetime subscriptions, which were initially deferred and recognized over a five-year period. All subscription fees are collected at the time of purchase.

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. 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.

In June 2023, we entered into verbal arrangements with two related party entities, Test Drive Live Inc. and Celebrity Cigars, Inc. 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% or 30% markup of our cost of production, depending on the level of supervision required to provide our services, which include labor, rent, etc. We also charge for any out-of-pocket costs, which vary from month-to-month.

Ad Platform Revenue

We are an agent in transactions on our Ad Exchange platforms. We act 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 by a real-time auction, and the Company has no pricing discretion or obligation related to the fulfillment of the advertising delivery.

We generally invoice 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 we are responsible for collecting, 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

We earn 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, we provide 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.

Other 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 both prepaid but unrecognized subscription revenue and advertising fees received or billed in advance of the delivery or completion of the delivery of services. We may pay sales incentives, in cash or by issuing equity instruments, to distributors of our subscriptions. Such sales incentives are not recognized as deferred revenue. Rather, sales incentives are recognized in current operations when issued, regardless of amounts in deferred revenue, which may have resulted from the distributor’s efforts. Deferred revenue consists primarily of subscriptions for multiple months purchased upfront and recognized ratably over the term of the subscription.

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. We make payments to third-party ad servers in the period in which the advertising impressions are delivered, or click-through actions occur, and accordingly record 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.

Operating Expenses

Compensation and Benefits

Compensation and benefits consist primarily of employee-related costs, including salaries and benefits related to employees in finance, accounting, internal information technology and other administrative personnel and stock-based compensation.

Sales and Marketing

Sales and marketing consist primarily of employee-related costs, including salaries, commissions and benefits 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, TV Infomercials, branding, advertising, public relations expenses, commissions, facilities-related expenses, and infrastructure costs.

General and Administrative

General and administrative expenses include professional services costs for outside legal and accounting services, facilities-related expenses, travel costs, third party customer support, and credit card fees.

Year Ended June 30, 2026, Compared to Year Ended June 30, 2025

Revenue

Our primary sources of revenue are advertising revenue and FAST revenue. Additionally, we have several other revenue streams: subscription revenue and other revenue, which encompasses earnings from licensing and referral fees.

Subscription revenue decreased by 57.6%, or $76,639, to $56,311, in the year ended June 30, 2026, as compared to $132,950 for the year ended June 30, 2025. The decrease in subscription revenue is primarily attributable to our shift to a free registration subscription service that is supported with advertising revenue.

FAST revenue increased by 20.6%, or $45,615, to $267,509, in the year ended June 30, 2026, as compared to $221,894 for the year ended June 30, 2025. The increase was primarily due to higher production activity and induced related-party channel buildout services compared to the prior year. While we continued to provide platform distribution services, higher new channel buildouts were completed in fiscal year ended June 30, 2026, compared to fiscal year ended June 30, 2025, resulting in higher FAST revenue.

Ad revenue increased by 41.7% or $113,382 to $385,602, in the year ended June 30, 2026, as compared to $271,638 for the year ended June 30, 2025. The increase was primarily attributable to revenue generated from contracts secured during the fourth quarter of fiscal 2026, including revenue recognized under the Del Air agreement and new LaunchThat agreement.

We are strategically reinvesting in our proprietary Platform-as-a-Service (PaaS) infrastructure and broader ecosystem to enhance long-term enterprise value and deepen monetization opportunities for both us and our partners.

Our recent increase in advertising revenue is largely due to the platform integration stabilizing and revenue performance starting to better reflect the underlying economics of a vertically integrated advertising model, as we have secured new commercial relationships with major media spenders such as Launch That, NHK and Del-Air.

The connected TV (CTV) advertising ecosystem led by demand-side platforms like The Trade Desk is under scrutiny for its lack of transparency and complex fee structures. Advertisers struggle to trace how much of their spending actually reaches publishers, with multiple intermediaries taking cuts along the programmatic supply chain. This opacity, combined with concerns about data quality and measurement consistency, has put pressure on traditional ad tech platforms to justify their value. As brands demand clearer attribution and more efficient media buying, the perceived inefficiencies of third-party platforms are becoming a growing point of friction.

At the same time, major streaming platforms such as Roku, Netflix and Amazon are building and expanding their own first-party advertising ecosystems. By owning both the content distribution and ad inventory, these companies can offer advertisers more direct access to audiences, better data integration and improved transparency. This vertical integration reduces reliance on external intermediaries and allows streaming providers to capture a greater share of ad revenue while delivering more measurable outcomes for brands.

In this shifting landscape, our Zer0Gap Ads strategy positions us to benefit long term by aligning with this broader industry trend. By creating and recently launching our own internal ad platform, we able to directly serve advertising across our network of content partners while also enabling co-branded telecom and MDU partners to monetize their customer bases within the same ecosystem. This dual-sided approach enhances revenue potential, strengthens partner relationships and provides greater control over data and pricing. As transparency and efficiency become critical differentiators in CTV advertising, our integrated model could offer a more streamlined and scalable alternative to traditional programmatic platforms.

Other revenue decreased by 12.4% or $207, to $1,460 in the year ended June 30, 2026, as compared to $1,667 for the year ended June 30, 2025.

Cost of Revenue

Cost of revenue decreased by 63.2%, or $219,025, to $127,556 in the year ended June 30, 2026, as compared to $346,581 for the year ended June 30, 2025. The decrease in cost of revenue is primarily attributed to lower platform delivery costs and lower content-related costs.

Operating Expenses

Operating expenses decreased by 5.52%, or $775,230 to $13,261,776 in the year ended June 30, 2026, as compared to $14,037,006 for the year ended June 30, 2025. The change in operating expenses is attributed to a $1,238,050 decrease in general and administrative expenses, a $195,168 decrease in sales and marketing expenses, partially offset by an increase in compensation and benefits expense of $657,988. The increase in compensation and benefits was primarily the result of Maxim partners stock-based compensation. The decrease in general and administrative expenses was primarily the result of decreased website development and professional fees.

Other (Expense) Income

Other expense was $366,349, for the year ended June 30, 2026, as compared to other expense of $310,510 for the year ended June 30, 2025. The change was principally caused by an increase in interest expense of $56,028.

Liquidity and Capital Resources

Since inception, we have financed our operations from a combination of:

• issuance and sales of our Class A common stock;
• issuance of notes payable with related and non-related parties;
• issuance of convertible notes payable with related and non-related parties;
• borrowing under our revolving convertible notes payable with related party;
• cash advances from related parties; and
• cash generated from operations.

We have experienced operating losses since our inception and had a total accumulated deficit of $219,691,498 as of June 30, 2026. We expect to incur additional costs and require additional capital as we continue to implement our expansion plan. During the year ended June 30, 2026, and 2025, our cash used in operations was $10.1 million and $12.3 million, respectively.

Our primary short-term cash requirements are to fund working capital, lease obligations and short-term debt, including current maturities of long-term debt. Working capital requirements can vary significantly from period to period, particularly as a result of additional development expenses.

Our ability to fund our cash needs will depend, in part, on our ability to generate cash in the future, which depends on future financial results. Our future results are subject to general economic, financial, competitive, legislative and regulatory factors that may be outside of our control. Our future access to, and the availability of credit on acceptable terms and conditions, is impacted by many factors, including capital market liquidity and overall economic conditions.

On July 2, 2026, we completed a private placement financing that generated aggregate gross proceeds of approximately $23.7 million and net proceeds of approximately $22.3 million after placement agent commissions and offering costs

Based on our current operating plan and available cash resources, including the proceeds received from the private placement financing, management believes that we have sufficient liquidity to fund our operations, planned capital expenditures and working capital requirements for at least the next twelve months.

Our future liquidity requirements will depend on numerous factors, including revenue growth, operating expenses, capital expenditures, strategic investments and general economic conditions. While we may seek additional financing opportunities in the future to support growth initiatives, we believe our current cash resources are sufficient to meet our anticipated operating needs for the foreseeable future.

Equity Line of Credit

On December 8, 2025, we entered into an Equity Purchase Agreement, which was subsequently amended on March 30, 2026, (together, the “EPA”) with Amiens Technology Investments LLC, a Delaware limited liability company (the “Selling Shareholder”), pursuant to which the Selling Shareholder committed to purchase up to $50 million of shares of our Class A common stock (the “ELOC Shares” and such financing, the “ELOC Financing”), subject to certain limitations and conditions set forth in the EPA. During the Commitment Period (as defined in the EPA), we may from time to time, by written notice delivered by us to the Selling Shareholder (each, an “Advance Notice”), direct the Selling Shareholder to purchase a number of shares of our Class A common stock up to the Maximum Advance Amount (as defined in the EPA) as set forth in the Advance Notice, subject to limitations and adjustments as set forth in the EPA. Advances under the agreement are conditioned on the Company’s compliance with certain customary conditions, such as timely filing of required reports and maintaining its listing on a national securities exchange. Shares issued pursuant to an advance under the agreement are priced at 95% of the VWAP (volume-weighted average price) for the ten-trading day period immediately following the advance request.

We have filed a registration statement, which has been declared effective as of May 6, 2026, that registers the resale of up to 5,750,000 shares of our Class A common stock, based on the assumption that we may deliver Advance Notices to the Selling Shareholder for an aggregate of $21,735,000 under the EPA at an assumed purchase price of $3.78 per share. The actual number of shares of our Class A common stock issuable by us in connection with the ELOC Financing will vary depending on the then-current market price of the shares of our Class A common stock sold to the Selling Shareholder pursuant to the EPA and we expect that the number of shares currently registered will not be sufficient to register the full $50 million facility in the ELOC Financing and the ELOC Commitment Shares (as defined herein). We may be required to file one or more additional registration statements in order to deliver future Advance Notices to the Selling Shareholder to access the full $50 million commitment under the EPA.

As consideration for the Selling Shareholder’s commitment to purchase the ELOC Shares in accordance with the EPA, we agreed to pay a commitment fee in an amount equal to $750,000, by the issuance to the Selling Shareholder of a number of shares of Class A common stock (the “ELOC Commitment Shares”) as follows: (1) one-third of the ELOC Commitment Shares are to be issued to the Selling Shareholder on the occurrence of the first closing under the EPA; (2) one-third of the ELOC Commitment Shares are to be issued to the Selling Shareholder on the date the Selling Shareholder has purchased an aggregate of $15 million of ELOC Shares; and (3) the remaining one-third of the ELOC Commitment Shares are to be issued to the Selling Shareholder on the date the Selling Shareholder has purchased an aggregate of $30 million of ELOC Shares. The number of ELOC Commitment Shares issued to the Selling Shareholder on each required date will be equal to $250,000 divided by the lower of: (i) $10.00; and (ii) the lowest daily VWAP (as defined in the EPA) of our Class A common stock during the five trading days immediately preceding the applicable issuance due date.

We will not receive any of the proceeds from the resale or other disposition of the shares of our Class A common stock by the Selling Shareholder; however, we may receive gross proceeds of up to $50 million from the sale of the ELOC Shares from time to time, in our discretion, over a 36-month period. The 36-month period began on March 11, 2026, and ends on April 1, 2029.

We have the right to control the timing and amount of any sales of shares of our Class A common stock to the Selling Shareholder under the EPA, subject to certain limitations described in the EPA. We will bear all fees and expenses incident to our obligation to register the offer and sale of the shares of Class A common stock. The Selling Shareholder has no right to require us to sell any shares of our Class A common stock under the EPA and has no obligation to purchase shares unless and until we deliver a valid Advance Notice in accordance with the EPA, at which time, subject to the terms and conditions of the EPA, the Selling Shareholder is contractually obligated to purchase the applicable shares.

Consistent with the applicable Nasdaq listing rules, the aggregate number of shares of our Class A common stock that we may issue to the Selling Shareholder under the EPA may not exceed 19.99% of the shares of Class A common stock issued and outstanding as of the execution date of the EPA (the “Exchange Cap”), unless we first obtain shareholder approval to issue shares of our Class A common stock in excess of the Exchange Cap in accordance with applicable Nasdaq listing rules.

Additionally, we may not direct the Selling Shareholder to purchase any shares of our Class A common stock under the EPA if such purchase, when aggregated with all other shares of our Class A common stock then owned by the Selling Shareholder and its affiliates beneficially, would result in the Selling Shareholder and its affiliates beneficially owning (on an aggregated basis) more than 4.99% of the then outstanding voting power or number of shares of our Class A common stock; provided that, Selling Shareholder may increase or decrease this ownership limitation, upon notice to us, which notice for any increase will not be effective until the 61st day following the date such notice is delivered, not to exceed 9.99% of the number of shares of our Class A common stock outstanding immediately after giving effect to the issuance of shares of our Class A common stock held by the Selling Shareholder.

The EPA contains customary representations, warranties, conditions and indemnification obligations of the parties. We have the right to terminate the EPA at any time effective five trading days after providing written notice to the Selling Shareholder, at no cost or penalty, provided that there are no outstanding Advance Notices, the shares of Class A common stock under which have yet to be issued, and we have paid all amounts owed to the Selling Shareholder pursuant to the EPA. We are required to use commercially reasonable efforts to continuously maintain the effectiveness of the registration statement until all of the Commitment Shares and the shares of our Class A common stock to be issued from time to time under the EPA pursuant to an Advance Notice have been sold or may be sold without restriction pursuant to Rule 144.

For additional information regarding the EPA, see “Description of ELOC Financing.”

Convertible Note Payable – Related Party

In June 2016, William A. Mobley, Jr., our founder, Chief Executive Officer and Chairman, loaned us $111,000, at an interest rate of 12% per annum, and due and payable at June 30, 2025. The note was convertible into shares of our 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. On March 29, 2024, the outstanding principal and accrued interest balance of $92,068 was converted into 184,136 shares of our Class B common stock.

On May 3, 2024, we signed a convertible promissory note with Nextelligence in the principal amount of $1,000,000. Outstanding principal accrued interest at 12% per annum and was due and payable no later than May 3, 2025. 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 $1,075,000 on the convertible promissory note with related party Nextelligence. 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 December 31, 2024, and June 3, 2025, we borrowed an additional $1,557,000 and made payments of $150,000 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.

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, which is recorded within Accounts payable and accrued expenses – related party in the financial statements, for a total outstanding balance of $3,945,562.

Revolving Convertible Note Payable – Related Party

On July 1, 2018, we signed a revolving convertible note agreement with Nextelligence, which is a related party that is majority owned and controlled by William A. Mobley, Jr., which was amended and restated as of July 2, 2018, for an amount up to $1,000,000; with any borrowings on this loan being at our complete discretion. Outstanding principal accrued interest at 12% per annum and was due and payable on July 1, 2020. 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 $0.50 per share. The loan matured on July 1, 2020, was in default and remained as an on-demand liability of ours until June 30, 2021. On June 30, 2021, we entered into a new revolving convertible promissory note with Nextelligence for an amount up to $2,500,000; with any borrowings on this loan being at our complete discretion. Outstanding principal accrued interest at 12% per annum. The borrowing limit was increased to $6,000,000 pursuant to a first amendment to the note dated June 13, 2022. Pursuant to a second amendment to the note dated July 17, 2023, the borrowing limit was increased to $10,000,000 and the maturity date extended to June 30, 2025. 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 $0.50 per share. On March 29, 2024, Nextelligence converted the principal of $13,139,473 and accrued interest of $1,607,952, a total of $14,747,425, into 29,494,851 shares of our Class A common stock.

Notes Payable

On March 12, 2026, we 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, our 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 our behalf. As a result, we 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.

PIPE Financing

The Company entered into securities purchase agreements with accredited investors pursuant to a private placement financing subsequent to year-end. However, the financing provided approximately $8.0 million of net proceeds related to early deposits during fiscal 2026, which were recorded as common stock subscriptions as of June 30, 2026. The proceeds were used to support working capital and general corporate purposes and significantly enhanced the Company’s liquidity position.

The private placement subsequently closed on July 2, 2026, resulting in aggregate gross proceeds of approximately $23.7 million before placement agent commissions and offering expenses. After deducting placement agent commissions and offering costs, the Company received approximately $22.3 million of net proceeds, of which approximately $14.0 million was received after year-end.

Warrant Modification

Effective as of June 15, 2023, we authorized and approved: (i) the reissuance of 38 expired warrants held by non-employees and 2 expired warrants held by an employee to purchase an aggregate of 7,637,962 shares of our Class A common stock, at a purchase prices from $0.50 to $8.00 per share, all of which had expired without being exercised; and (ii) the modification of 31 outstanding warrants held by non-employees and 1 warrant held by an employee to purchase an aggregate of 4,105,625 shares of our Class A common stock, at a purchase prices from $3.50 to $6.00 per share, that by their terms will expire if not exercised on or prior to dates ranging from February 10, 2024 to September 30, 2025. We reissued the Expired Warrants and modified the Reissued Warrants by extending the expiration date to December 31, 2025, and maintaining all other terms in the original warrant agreements. All outstanding warrants expired unexercised at the end of the day on December 31, 2025.

However, all warrants that expired unexercised on December 31, 2025, were reissued. Effective as of April 8, 2026, we authorized and approved the reissuance of warrants to purchase an aggregate of 6,743,587 shares of our Class A common stock held by non-employees (“Reissued Warrants”). The Reissued Warrants were issued to the same holders of previously issued warrants that had expired unexercised on December 31, 2025. The Reissued Warrants had an exercise price of $4.25 per share, were immediately exercisable upon issuance and were scheduled to expire on May 15, 2026. The Reissued Warrants required cash exercise and did not permit cashless exercise.

Effective as of May 15, 2026, we modified the Reissued Warrants by reducing the exercise price from $4.25 per share to $1.33 per share and extending the expiration date from May 15, 2026, to May 22, 2026, while maintaining all other terms of the original warrant agreements (the “Warrant Modification”). During May 2026, warrants to purchase 250,000 shares of our Class A common stock were exercised at the modified exercise price. The remaining warrants expired unexercised at the end of the day on May 22, 2026.

The value of the reissuance of the Reissued Warrants was calculated using the Black-Scholes-Merton option pricing model. The fair value of the Reissued 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 reissuance and subsequent modification was $11,411,498.

The aggregate fair value attributable to the reissuance 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 reissuance and subsequent modification were recorded as an increase in additional paid-in capital with a corresponding decrease to retained earnings.

We 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 Reissued 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%.

The Black-Scholes-Merton option pricing model included the following assumptions in determining the fair value attributable to the warrant reissuance effective April 8, 2026:

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The Black-Scholes-Merton option pricing model included the following assumptions in determining the incremental fair value attributable immediately before and after the Warrant Modification effective May 15, 2026:

Cash Flows

The following tables provide detailed information about our net cash flows for the periods indicated:

Operating Activities

For the year ended June 30, 2026, cash used in operating activities decreased by $2,302,418 or 18.7% due primarily to our decrease in net loss of $1,021,149, which included significant non-cash items such as $1,000,000 of stock issued for services, stock-based compensation expense of $259,354, operating lease expense of $93,643, depreciation and amortization expense of $17,650, expenses paid on behalf of the Company of $26,232, and bad debt expense of $1,632. In addition, changes in working capital increased by $1,004,685, primarily due to increases in accounts payable and accrued expenses of $1,443,938, accounts payable and accrued expenses-related party of $427,447, partially offset by decreases in deferred revenue and increases in prepaid assets.

Investing Activities

For the year ended June 30, 2026, cash used in investing activities decreased by $3,683 or 13.7%. The change was attributed to a decrease in the cash used to purchase property and equipment.

Financing Activities

For the year ended June 30, 2026, cash provided by financing activities increased by $10,733,647 or 139.6%. The change was primarily due to proceeds from Class A common stock subscriptions of $8,329,808, an increase in proceeds from convertible notes payable-related party of $4,491,503, a decrease in repayments on revolving convertible notes payable-related party of $1,161,445, and an increase in proceeds from warrant exercises of $332,500. These were partially offset by a decrease in proceeds from issuance of Class A common stock of $1,700,000, a decrease in proceeds from issuance of Class A common stock – related party of $1,500,000, an increase in transaction fees payable from Class A common stock subscriptions of $311,450, and an increase in repayments on notes payable of $70,705.

Critical Accounting Policies and Estimates

Our financial statements and accompanying notes have been prepared in accordance with GAAP applied on a consistent basis. The preparation of these financial statements requires us to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, the application of the stock split accounting as of the date these financial statements are ready to be issued and the reported amounts of revenue and expenses during the periods presented. We evaluate these estimates and assumptions on an ongoing basis. We base our estimates on the information currently available to us and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. As of June 30, 2026, our previous estimates had not materially deviated from our results.

An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made; if different estimates reasonably could have been used; or if changes in the estimate that are reasonably likely to occur periodically could materially impact the financial statements. While our significant accounting policies are described in more detail in the notes to our financial statements included in this Annual Report, we believe the following accounting policies to be critical to the estimates and assumptions used in the preparation of our financial statements.

Revenue Recognition

Revenue is recognized upon transfer of control of promised goods or services to customers in an amount that reflects the consideration we expect to receive in exchange for those goods or services, in accordance with ASC 606. Our 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. Our contracts may contain multiple distinct performance obligations.

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 (“SSP”).

Subscription (Membership) Revenue

In light of shifting consumer behaviors and constraints on big-box retail sales (especially during the pandemic), we refined our business model in 2022 to focus on B2B2C distribution. This approach leverages partnerships with multi-dwelling unit operators, hospitality providers, broadband carriers, and device manufacturers, each channel granting us immediate, large-scale user access. We believe that aligning with enterprise-level partners reduces our direct retail marketing costs, stabilizes recurring revenues, and extends the reach of our aggregator platform to tens of thousands of new users at once.

As a result, we no longer generate 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, our SelectTV.com paid subscription service and packaged SelectTV Streaming TV Kits were discontinued. We rebranded to the corporate namesake FreeCast.com and relaunched our SmartGuide as a free registration subscription service. SmartGuide is our internet distributed streaming media guide that searches and aggregates media content on the web and facilitates access to our customers through Wi-Fi-enabled devices that support streaming video.

We do, however, sell monthly subscriptions for premium content purchased through our SmartGuide for varying fees for different content. Revenue from such premium subscription fees is recognized on a gross basis over the service period as we are deemed to be the principal in the relationship with the end user. We control the content before transferring it to the end user and have latitude in establishing pricing.

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. We no longer offer SelectTV lifetime subscriptions, which was initially deferred and recognized over a five-year period. All subscription fees are collected at the time of purchase.

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. We charge a monthly platform fee for distributing the FAST channel on our platform. Revenue is recognized at the point in time when the content is available on the digital platform.

Ad Platform Revenue

We are an agent in transactions on our Ad Exchange platforms. We act 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.

We generally invoice 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 we are responsible for collecting, 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, we provide 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.

Other 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 both prepaid but unrecognized subscription revenue and advertising fees received or billed in advance of the delivery or completion of the delivery of services. We may pay sales incentives, in cash or by issuing equity instruments, to distributors of our subscriptions. Such sales incentives are not recognized as deferred revenue. Rather, sales incentives are recognized in current operations when issued, regardless of amounts in deferred revenue, which may have resulted from the distributor’s efforts. Deferred revenue consists primarily of subscriptions for multiple months purchased upfront and recognized ratably over the term of the subscription.

The following table presents our revenue on a disaggregated basis:

(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.

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Concentration of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. Our cash and cash equivalents 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 Company maintains cash balances with multiple financial institutions, and such balances may exceed federally insured limits from time to time. The cash accounts are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of June 30, 2026, the Company maintained cash balances in excess of FDIC insurance limits by approximately $8.7 million.

As of June 30, 2026, we had two customers, SportX, LLC and related party customer Celebrity Cigars, Inc., representing 63.6% and 35.5%, respectively, of our receivables. As of June 30, 2025, we had two customers, SportX, LLC and related party customer Celebrity Cigars, Inc., representing 51.1% and 44.5%, respectively, of our receivables.

As of June 30, 2026, we had three customers, Launch That, related party customer Celebrity Cigars, Inc., and Del Air, representing 31.7%, 30.2% and 19.4%, respectively, of our revenues. As of June 30, 2025, we had two related party customers, Test Drive Live Inc. and Celebrity Cigars, Inc., representing 13.7% and 20.3%, respectively, of our revenues.

Fair Value of Financial Instruments

We account for financial instruments under Financial Accounting Standards Board (“FASB”) 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.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to all classes of our common stock by the weighted average number of shares of all classes of our common stock outstanding during the applicable period. 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.

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 year ended June 30, 2026, and 2025, respectively.

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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 to occur. 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. The Company modified certain equity-classified warrants held by employees in the year 2023.

Loss Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to us, but which will only be resolved when one or more future events occur or fail to occur. Our management and 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 us or unasserted claims that may result in such proceedings, our 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 our 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.

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.

Redeemable Series A Preferred Stock

We apply the guidance enumerated in ASC 480, when determining the classification and measurement of preferred stock. Preferred stock subject to mandatory redemption, if any, is classified as a liability and is measured at fair value. We classify conditionally redeemable preferred stock, which includes preferred stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control, as mezzanine equity. At all other times, we classify its preferred stock in stockholders’ equity. We subsequently measure mezzanine equity to redemption value when the instrument is redeemable or when it is probable the instrument will become redeemable. Initially, the redemption rights were not solely within our control because our Chief Executive Officer (CEO), William Mobley, was able to force us to redeem the shares for cash. Therefore, we classified the Series A Preferred Stock as mezzanine equity pursuant to ASC 480-10-S99 until the redemption feature was removed on September 26, 2024.

On December 26, 2024, we 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, we 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.

Recently Issued Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB or other standard-setting bodies that we adopt as of the specified effective date. See Note 2 to the financial statements for a discussion of recently issued accounting pronouncements and their impact on the Company’s financial statements.

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.