[144] Sierra Bancorp SEC Filing

Rhea-AI Filing Summary

Netcapital Inc. (Nasdaq: NCPL) filed an 8-K reporting that on 26 June 2025 it entered into a Horizon Software Agreement with Switzerland-based Horizon Globex GmbH. Horizon granted Netcapital a royalty-free, paid-up, non-exclusive, perpetual and irrevocable license to use Horizon’s capital-raising and secondary-trading software under the Company’s own branding in the United States.

As consideration, Netcapital will issue 500,0000 shares of its common stock (the “Horizon Shares”) to Horizon or its affiliate. The shares will be issued without registration under Sections 4(a)(2) and/or 3(a)(9) of the Securities Act, and no cash will be received by the Company.

The agreement includes standard termination rights: (i) either party may terminate after a 30-day cure period for material breach, and (ii) immediate termination is permitted upon bankruptcy, receivership, dissolution, or cessation of business of the other party. The full contract is attached as Exhibit 10.1.

This transaction gives Netcapital long-term access to a trading technology platform that could expand its service offering, but it also introduces equity dilution and execution risk should the software fail to drive revenue growth.

Positive

• Perpetual, royalty-free software license could lower operating costs and enhance Netcapital’s product suite.
• No cash consideration preserves the Company’s balance-sheet liquidity.

Negative

• Equity dilution from issuing 500,0000 new shares without cash inflow.
• Lack of disclosed revenue projections or milestones makes the economic benefit uncertain.

Insights

Securities Analyst

TL;DR Strategic software access is positive, but unknown value versus dilution keeps impact neutral-to-slightly positive.

The perpetual, royalty-free license removes ongoing cost burdens and could accelerate Netcapital’s expansion in digital capital-raising and secondary trading services. Assuming the reported 500,0000 shares equal roughly 6-7 % of outstanding shares (management has not disclosed exact share count here), immediate dilution is modest and cash-less, helping conserve liquidity. However, the filing lacks revenue projections, integration timelines, or client commitments, making it impossible to quantify upside. Overall, the deal broadens capabilities with limited cash outlay, but its economic impact will hinge on user adoption and competitive differentiation.

Corporate Governance Expert

TL;DR Deal structure is standard; shareholder dilution and vague performance metrics temper enthusiasm.

The software license is perpetual and non-exclusive, protecting Netcapital’s long-term access even if Horizon changes ownership. Termination clauses mirror industry norms, providing 30-day cure periods and bankruptcy triggers. Yet the issuance of unregistered shares raises governance questions: (i) the precise size of the equity grant is ambiguous due to the extra zero in “500,0000”; (ii) shareholders receive no disclosure on valuation methodology. Without a performance-based share-vesting schedule or milestones, shareholders bear dilution risk without contractual assurance of value delivery. Governance impact is therefore mixed.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Stifel Nicolaus & Company Inc 501 N Broadway St. Louis MO 63102	8000	240000.00	213389	06/30/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	10/30/2018	Restricted Stock Units	Issuer			2500	10/30/2018	Cash
Common Stock	07/26/2019	Restricted Stock Units	Issuer			5000	07/26/2019	Cash
Common Stock	02/18/2016	Option Exercise	Issuer			5000	06/30/2025	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Netcapital (NCPL) announce in its June 26 2025 8-K?

It entered into a Horizon Software Agreement, gaining a perpetual license to Horizon’s capital-raising and trading software in exchange for 500,0000 NCPL shares.

How many shares is Netcapital issuing to Horizon Globex?

The filing states an issuance of 500,0000 common shares, exempt from registration under Sections 4(a)(2)/3(a)(9).

Will Netcapital receive cash for the share issuance?

No. The Horizon Shares are being issued as non-cash consideration for the software license.

Can the Horizon Software Agreement be terminated?

Yes. Either party may terminate for uncured material breach after 30 days, or immediately upon bankruptcy-related events.

Why is the agreement potentially important for investors?

It could broaden Netcapital’s service offerings and revenue sources, but also introduces dilution and execution risk.