Welcome to our dedicated page for Netcapital SEC filings (Ticker: NCPL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Netcapital Inc. filings document a public fintech issuer with common stock and warrants listed on Nasdaq. Registration statements describe securities offerings, capital structure, risk factors, and offering mechanics, while periodic-report filings and related notices cover operating and financial results for the company’s online private capital markets business.
Current reports on Form 8-K record material agreements, financing arrangements, asset acquisitions, governance matters, shareholder voting matters, and Nasdaq continued-listing compliance. The filing record also includes disclosures tied to promissory notes, the acquisition of Iverson Design assets and AI-driven design workflows, equity and warrant securities, and formal reporting obligations.
Netcapital Inc. has entered into a non-binding letter of intent to acquire Resmac’s residential mortgage banking assets for a total acquisition value of $5,000,000, paid entirely in 2,500,000 shares of SD Holdco Series A Convertible Preferred Stock at $2.00 per share.
The deal would be executed through a new South Dakota subsidiary, SD Holdco, which would acquire Resmac’s mortgage licenses, HUD Title II approval, servicing rights, and related technology and customer relationships as a going concern. The SD Holdco preferred stock would carry a 6% cumulative dividend, vote with common on an as-converted basis, and be locked up for eighteen months after any spinout or conversion.
RezyFi could earn up to 1,500,000 additional SD Holdco preferred shares if Resmac reaches $10,000,000 in cumulative GAAP revenue within twenty-four months and if SD Holdco completes a Form S-1 public offering with at least $10,000,000 in gross proceeds. Netcapital and SD Holdco would seek to file an S-1 targeting at least $15,000,000 in gross proceeds and ultimately spin out SD Holdco as a separate public financial services company via a dividend to Netcapital shareholders.
The LOI is non-binding for the acquisition terms and the transaction faces numerous conditions, including HUD change-of-control approval, warehouse lender and state licensing consents, termination or non-impairment of RezyFi’s agreement with ECGI Holdings, Inc., satisfactory due diligence within forty-five days, board approval, and execution of definitive agreements. A ninety-day exclusivity period restricts RezyFi and Resmac from pursuing competing deals, with $250,000 cash liquidated damages payable to Netcapital if exclusivity is breached.
Netcapital Inc. entered into an Asset Purchase Agreement to acquire substantially all assets related to the NetNudge AI Agent Platform from Codesharp Corporation. As consideration, it agreed to issue 600,000 shares of Series A Convertible Preferred Stock, with up to an additional 600,000 shares if a revenue milestone is reached.
The milestone is based on $3,000,000 of cumulative GAAP revenue from the acquired assets between June 1, 2026 and May 31, 2029. Each preferred share has a stated value of $1.50, giving initial stated consideration of $900,000 and a maximum of $1,800,000. The initial 600,000 preferred shares carry 2.5 votes per share and have senior liquidation and conversion rights relative to common stock, which may affect existing common shareholders’ voting power and priority in a liquidation.
Netcapital Inc. entered into a financing deal with Labrys Fund II, L.P., issuing a $290,000 unsecured convertible promissory note and a warrant to buy 250,000 common shares at $0.50 per share. The note was sold for $250,000, reflecting a $40,000 original issue discount, with additional deductions for legal, diligence and placement agent fees.
The note carries a one-time 12% interest charge, matures on May 12, 2027, and requires scheduled amortization payments starting in November 2026. Labrys can convert principal and interest into common stock at 75% of the lowest closing bid price over a 10‑day lookback, subject to a $0.10 floor that falls away after an event of default. Both the note and warrant include 4.99%–9.99% beneficial ownership limits and covenants requiring Netcapital to file and maintain an effective resale registration statement, with failures treated as events of default.
Netcapital Inc. ownership update: this Amendment No. 3 to the Schedule 13G/A reports that 3i, LP, together with 3i Management LLC and Maier Joshua Tarlow, beneficially own an aggregate of 505,935 shares of Common Stock issuable upon exercise of warrants. The filing bases the ownership percentage on 7,847,899 shares outstanding as of March 24, 2026, and reports that the Shares represent approximately 6.06%–6.1% of the class. The reporting persons state shared voting and dispositive power over the 505,935 shares and clarify that Mr. Tarlow has shared power by virtue of his role with 3i Management.
Netcapital Inc. entered into new financing arrangements, issuing two convertible promissory notes to Vanquish Funding Group Inc. with aggregate principal of $144,550 for a purchase price of $125,000, reflecting an original issue discount of $19,550. These include a Bridge Note with principal of $92,800, a one-time interest charge of 14% (or $12,992), total scheduled payments of $105,792, and maturity on February 28, 2027, and a Promissory Note with principal of $51,750, a one-time interest charge of 12% (or $6,210), ten installments of $5,796 totaling $57,960, and the same maturity date. On April 30, 2026, the company also issued a separate unsecured, non-convertible note to related party Netcapital Systems LLC with principal of $300,000 for gross proceeds of $150,000, bearing interest at 8% and maturing on September 30, 2026. The company plans to use proceeds from these notes for general working capital.
Netcapital Inc. reported a leadership change and a new chief executive employment agreement. The Board terminated Rich Wheeless as Chief Executive Officer on April 12, 2026, and appointed Todd Violette, age 56, as Chief Executive Officer effective April 13, 2026.
Violette’s Employment Agreement provides a 12‑month term starting April 13, 2026, with an annual base salary of $120,000, potential bonuses, and eligibility for stock option grants at the Board’s discretion. The agreement includes standard benefits, termination provisions, and restrictive covenants lasting through employment and for two years afterward. On April 16, 2026, Netcapital issued a press release announcing his appointment.
Netcapital Inc. registered up to 1,879,090 shares of common stock for resale, consisting of 118,750 shares issued in June 2025 and up to 1,760,340 shares issuable upon exercise of various warrants. The company will not receive proceeds from resale by selling holders, but could receive up to $9.21M if all warrants are cash-exercised.
The prospectus lists warrant types, exercise prices and exercise windows and states shares outstanding would be 9,608,239 assuming full cash exercise. Material risks disclosed include a Wells Notice from the SEC addressing potential enforcement, a Nasdaq minimum bid non-compliance notice with a cure period ending August 3, 2026, recurring operating losses and a going-concern qualification in the audited financials.
Rivetz Corp. reports beneficial ownership of 950,000 shares of Netcapital Inc. common stock, representing 12.1% of the class. Rivetz states it has sole voting and sole dispositive power over these shares. The filing notes, verbatim, that the "filing was delayed due to suspended CIK access was granted a few days ago."