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. entered into an Equity Purchase Agreement with Hudson Global Ventures, giving the company the right to sell up to $15,000,000 of common stock over time. Sales are initiated by Netcapital through put notices, each generally between $25,000 and $2,000,000, at a discount to recent trading prices.
The arrangement is capped at 1,568,795 shares unless shareholders approve more under Nasdaq rules, and requires an effective resale registration statement and continued Nasdaq listing. Netcapital also issued Hudson a warrant to purchase up to 1,000,000 shares at $0.50 per share, exercisable until June 29, 2029, subject to a 4.99%–9.99% beneficial ownership limit and the stock not being deemed a penny stock.
Netcapital Inc. entered into a financing deal with Dune Equity Holdings, issuing a $290,000 unsecured convertible promissory note and a warrant to purchase 250,000 common shares at $0.50 per share. The note was sold for $250,000 with a $40,000 original issue discount, and after deductions for legal and placement agent fees, Netcapital received net cash proceeds of $224,500. The note carries a one-time interest charge of 12% of principal, matures on July 1, 2027, and can convert into stock at 75% of the lowest closing bid over the prior ten trading days, subject to a $0.10 floor except after default. Both the note and warrant include 4.99% beneficial ownership limits, and total shares issuable under the instruments are capped at 1,569,579 unless shareholders approve more. The company also hosted a shareholder update call outlining a long-term strategy around an AI-focused “Orion” initiative and potential data center acquisitions.
Netcapital Inc. entered into a financing deal with FirstFire Global Opportunities Fund involving a convertible promissory note and a stock purchase warrant. The Company issued a $290,000 unsecured note for a purchase price of $250,000, reflecting a $40,000 original issue discount, and received net cash proceeds of $224,500 after fees.
The note carries a one-time 12% interest charge, matures on June 9, 2027, and requires an initial amortization payment of $162,400 on December 9, 2026 followed by five monthly payments of $27,066.66. After certain triggers, the holder may convert the note at 75% of the lowest closing bid price over the prior ten trading days, subject to a $0.10 floor before default.
Netcapital also issued a warrant to purchase 250,000 common shares at $0.50 per share through June 9, 2029, with cashless exercise if resale registration is unavailable. Both the note and warrant include beneficial ownership limits of 4.99%, adjustable up to 9.99%, and total issuable shares are capped at 1,569,579 absent shareholder approval under Nasdaq Rule 5635(d).
Netcapital Inc. entered into a Securities Purchase Agreement with Vanquish Funding Group Inc., issuing a promissory note with a principal amount of $182,120 for a purchase price of $157,000. After reimbursing $7,000 of buyer expenses, the company received net proceeds of $150,000 for general working capital.
The note carries a one-time interest charge of 13% and requires total payments of $205,795 through five installments ending on March 30, 2027, with a five-day grace period for each payment. If an event of default occurs, the note becomes immediately due at 150% of outstanding amounts, rising to 200% after certain additional defaults, and unpaid sums accrue default interest at 22% per year.
Following a default, the buyer may convert all or part of the outstanding amount into common stock at 65% of the lowest trading price over the prior 20 trading days, subject to a minimum conversion price of $1.00 per share during the first six months and a 4.99% beneficial ownership limitation. The note was issued in a private placement under Section 4(a)(2) without an underwriter or general solicitation.
Netcapital Inc. entered a financing deal with Labrys Fund II, L.P., issuing a $145,000 unsecured convertible promissory note and a warrant for 125,000 common shares at $0.50 per share. After original issue discount and fees, the company received $111,250 in net cash proceeds.
The note carries a one-time 12% interest charge ($17,400), matures on June 3, 2027, and requires an initial amortization payment of $81,200 on December 3, 2026, followed by five monthly payments of $13,533.33. It is convertible at the holder’s option after specified triggers at a price equal to 75% of the lowest closing bid over the prior ten trading days, with a $0.10 floor that falls away after an event of default.
The warrant is exercisable from December 3, 2026 until June 3, 2029 and, if no effective resale registration is available, may be exercised on a cashless basis. Both the note and warrant include 4.99% beneficial ownership limits, adjustable up to 9.99%. Total shares issuable under the instruments are capped at 1,569,579 shares unless shareholders approve more under Nasdaq Rule 5635(d). Extensive registration, listing, covenant and shareholder approval failures are defined as events of default, which can accelerate the note at 150% of outstanding amounts plus interest and costs.
Netcapital Inc. CEO Todd A. Violette has filed an initial insider ownership report on Form 3. This filing identifies Violette as an officer of the company with the title of CEO. The data provided shows no insider buy, sell, or other reportable transactions in this Form 3.
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.