FreeCast (CAST) risk factors, FY2026 10-K

Risks Related to Our Business

1. 01We have incurred recurring losses from operations and may require additional financing to fund our operations
2. 02Our 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
3. 03If our efforts to attract and retain subscribers are not successful, our business will be adversely affected
4. 04Our reported subscriber count includes inactive accounts and may not be indicative of current platform engagement or monetization potential
5. 05If 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
6. 06We may not be able to maintain or grow our revenue or our business
7. 07If we are not able to manage our growth, our business could be adversely affected
8. 08We are reliant on a limited number of customers, and the loss of one or more of these customers would adversely affect our business
9. 09If 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
10. 10If we are unable to maintain effective and cost-efficient subscriber acquisition and marketing channels, our subscriber levels and operating results may be adversely affected
11. 11We 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
12. 12We rely upon a number of partners to offer our service
13. 13Any significant disruption in our computer systems or those of third-party service providers that we rely on could adversely impact our business
14. 14We 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
15. 15Privacy concerns and restrictions on our ability to use subscriber data could adversely impact our business and reputation
16. 16Our reputation and relationships with subscribers would be harmed if our subscriber data, particularly billing data, were accessed by unauthorized people
17. 17We may not be able to adequately protect our intellectual property rights
18. 18Intellectual property claims against us could be costly and result in the loss of significant rights
19. 19We 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
20. 20Our 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
21. 21We 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
22. 22We 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
23. 23If 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
24. 24Future 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
25. 25Future 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
26. 26Anti-takeover provisions contained in our articles of incorporation and bylaws could impair a takeover attempt
27. 27These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management
28. 28We incur significantly increased costs and devote substantial management time to operating as a public company

Risks Related to Our Industry

1. 29Changes in consumer viewing habits, including more widespread usage of demand methods of entertainment video consumption could adversely affect our business
2. 30Changes in laws or regulations governing the Internet, including laws affecting net neutrality, could adversely affect our business
3. 31Although 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
4. 32Our BEST model is subject to regulatory uncertainty related to broadcast standards and Over-the-Air television policy
5. 33Our D2D platform depends on telecom operator and ISP adoption, and our failure to secure and maintain these partnerships could limit our growth

Risks Related to Ownership of Our Class A Common Stock

1. 34An 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
2. 35The 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
3. 36Our 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
4. 37Our 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
5. 38We 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
6. 39We 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
7. 40If we are unable to meet the continued listing requirements of Nasdaq, Nasdaq will delist our Class A common stock
8. 41We 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
9. 42We may require additional capital to support our operations and growth, and such capital may not be available on acceptable terms, or at all
10. 43Sales 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
11. 44The 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