FreeCast, Inc. (NASDAQ: CAST), a Florida-based corporation, closed a private placement on July 2, 2026, raising approximately $23.7 million in gross proceeds, before placement agent commissions and expenses.

The company entered into a Securities Purchase Agreement on June 30, 2026, with new institutional and existing long-term investors. The placement included 4,666,667 shares of Class A common stock and pre-funded warrants to purchase 3,243,807 additional shares, both priced at $3.00 per share.

The pre-funded warrants carry an exercise price of $0.0001 per share and do not expire until exercised in full. Under Nasdaq Global Market rules, the warrants are subject to shareholder approval, which FreeCast said it will obtain via written consent without a meeting.

The company said net proceeds will be used for working capital and general corporate purposes. The agreement restricts use of proceeds for debt repayment beyond ordinary trade payables, stock redemptions, settlement of outstanding litigation, or any activity in violation of the Foreign Corrupt Practices Act.

FreeCast also agreed to refrain from issuing new shares or filing additional registration statements until 30 days after a resale registration statement, required under an accompanying Registration Rights Agreement, becomes effective.