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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 2, 2026
NETCAPITAL
INC.
(Exact
name of registrant as specified in its charter)
| Utah |
001-41443 |
87-0409951 |
(State
or other jurisdiction
of
incorporation) |
(Commission
File
Number) |
(IRS
Employer
Identification
No.) |
| 1
Lincoln Street, Boston, Massachusetts |
02111 |
| (Address
of principal executive offices) |
(Zip
Code) |
Registrant’s
telephone number, including area code: (781) 925-1700
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value per share |
|
NCPL |
|
The
Nasdaq Stock Market LLC |
| Warrants
exercisable for one share of Common Stock |
|
NCPLW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
July 2, 2026, Netcapital Inc. (the “Company”) closed the transactions contemplated by a Securities Purchase Agreement (the
“Purchase Agreement”), dated as of July 1, 2026, with Dune Equity Holdings LLC, a Delaware limited liability company (“Dune”).
On
July 2, 2026, the transaction closed upon the Company’s receipt of the purchase price, and the Company issued and delivered to
Dune a promissory note dated July 1, 2026 in the principal amount of $290,000 (the “Note”) and a common stock purchase warrant
dated July 1, 2026 to purchase 250,000 shares of the Company’s common stock, par value $0.001 per share, at an initial exercise
price of $0.50 per share (the “Warrant,” and together with the Note, the shares issuable upon conversion of the Note and
the shares issuable upon exercise of the Warrant, the “Securities”).
The
Note was issued for a purchase price of $250,000 and reflects an original issue discount of $40,000. At the closing, Dune withheld $8,000
from the purchase price to cover Dune’s legal fees in connection with the transaction and $17,500 to cover fees owed by the Company
to Enclave Capital LLC, a registered broker-dealer acting as placement agent. Accordingly, the Company received net cash proceeds of
$224,500.
The
Note includes a one-time interest charge of 12% of the principal amount, or $34,800, earned in full as of July 1, 2026. The Note is an
unsecured obligation of the Company and matures on July 1, 2027.
The
Company is required to make amortization payments beginning January 2, 2027, consisting of an initial payment of $162,400, followed by
five payments of $27,066.66 on February 1, 2027, March 1, 2027, April 1, 2027, May 3, 2027 and June 1, 2027, with all remaining outstanding
amounts due on July 1, 2027. Each amortization payment first reduces accrued and unpaid interest and then reduces the outstanding principal
balance of the Note.
The
Note may be prepaid at any time before the 181st calendar day following July 1, 2026 upon three trading days’ prior written notice
to the holder.
The
required prepayment amount equals the applicable prepayment percentage multiplied by the then-outstanding principal amount plus the applicable
prepayment percentage multiplied by accrued and unpaid interest: 96% during the period beginning on July 1, 2026 and ending 90 calendar
days following July 1, 2026, 97% during the period beginning 91 calendar days after July 1, 2026 and ending 150 calendar days
following July 1, 2026, and 98% during the period beginning 151 calendar days after July 1, 2026 and ending 180 calendar days
following July 1, 2026.
Amounts
not paid when due bear default interest at the lesser of 22% per annum and the maximum amount permitted by law.
The
Note becomes convertible at the holder’s option upon the earliest of (i) the Company’s failure to pay an amortization payment
when due, (ii) the date that is 180 calendar days after July 1, 2026, or (iii) the date that any conversion shares are registered for
resale pursuant to a registration statement or prospectus filed by the Company.
The
conversion price is 75% of the lowest closing bid price of the Company’s common stock during the ten trading days immediately preceding
the applicable conversion date, subject to a floor price of $0.10 per share. The floor price does not apply on or after an event of default.
The
Note contains a 4.99% beneficial ownership limitation, which the holder may increase or decrease upon notice to the Company, provided
that the limitation may not exceed 9.99% and an increase is not effective until the 61st day after notice.
The
Warrant is exercisable beginning January 1, 2027 and expires at 5:00 p.m., New York City time, on July 1, 2029. The exercise price is
$0.50 per share, subject to adjustment for stock dividends, stock splits, combinations, reclassifications and similar events. If, at
the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available
for, the resale of the warrant shares by the holder, the Warrant may be exercised on a cashless basis.
The
Warrant contains a 4.99% beneficial ownership limitation, which may be increased or decreased upon notice to the Company, subject to
a maximum of 9.99% and a 61-day delay for any increase.
Under
the transaction documents, the aggregate number of shares of common stock that may be issued under the Note and the Warrant is limited
to 1,569,579 shares unless shareholder approval is obtained, subject to adjustment and the other provisions of the transaction documents.
The Purchase Agreement requires the Company to hold a special meeting of shareholders on or before 180 calendar days after July 1, 2026
for the purpose of obtaining shareholder approval in accordance with Nasdaq Rule 5635(d).
The
Purchase Agreement provides that the Company will use the proceeds for business development and general working capital, subject to specified
restrictions.
The
Purchase Agreement and the Note contain customary and transaction-specific covenants, including transfer agent instructions, legal counsel
opinion provisions, public information covenants, piggy-back registration rights, a requirement to purchase directors’ and officers’
insurance within 60 calendar days after closing, restrictions on certain capital stock distributions and asset sales, and registration-statement-related
default provisions.
The
Note provides that an event of default occurs if the Company fails to file a registration statement covering the holder’s resale
of all conversion shares and warrant shares within 60 calendar days after July 1, 2026, fails to cause the registration statement to
become effective within 120 calendar days after July 1, 2026, fails to keep the registration statement effective, or fails to amend or
file a new registration statement if there are no longer sufficient shares registered for resale.
The
Note contains events of default including, without limitation, payment defaults, breach of covenants, breach of representations and warranties,
failure to deliver conversion shares, bankruptcy or insolvency events, cessation of operations, failure to maintain material assets,
transfer-agent-related defaults, transmission of material non-public information not cured by a same-day Form 8-K, unavailability of
Rule 144, delisting, trading suspension or failure to be listed or quoted on a principal market, failure to pay an amortization payment,
failure to obtain required shareholder approval within 180 calendar days after July 1, 2026, and registration statement failures.
Upon
an event of default, the Note becomes immediately due and payable in an amount equal to the then-outstanding principal amount plus accrued
interest, including default interest, multiplied by 150%, plus costs of collection. The holder may, in its sole discretion, convert all
or any portion of the Note, including the default amount, into common stock pursuant to the terms of the Note.
The
foregoing descriptions of the Purchase Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety
by reference to the full text of the Purchase Agreement, the Note and the Warrant, which are filed as exhibits to this Current Report
on Form 8-K and incorporated herein by reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The
Securities were offered and sold in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2)
of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder. Dune represented that it is an accredited investor
and acquired the Securities for investment purposes. The Company did not use general solicitation or general advertising in connection
with the offering.
Enclave
Capital LLC acted as placement agent in connection with the transaction, and $17,500 was withheld from the purchase price to cover fees
owed by the Company to the placement agent.
Item
7.01 Regulation FD Disclosure.
On
July 7, 2026, the Company hosted an investor conference call during which Todd Violette, the Company’s Chief Executive Officer,
provided an update on the Company’s strategic initiatives, including its recent acquisitions, integration efforts, and the Company’s
evolving growth strategy and opportunity pipeline. A copy of the script used for the conference call is furnished as Exhibit 99.1 to
this Current Report on Form 8-K and incorporated by reference into this Item 7.01.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such
information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Convertible Promissory Note, dated July 1, 2026, issued by Netcapital Inc. to Dune Equity Holdings LLC |
| 4.2 |
|
Common Stock Purchase Warrant, dated July 1, 2026, issued by Netcapital Inc. to Dune Equity Holdings LLC |
| 10.1 |
|
Securities Purchase Agreement, dated July 1, 2026, by and between Netcapital Inc. and Dune Equity Holdings LLC |
| 99.1 |
|
Script for investor conference call held on July 7, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
NETCAPITAL
INC. |
| |
(Registrant) |
| |
|
|
| Dated:
July 8, 2026 |
By:
|
/s/
Todd Violette |
| |
Name: |
Todd
Violette |
| |
Title:
|
Chief
Executive Officer |
Exhibit
99.1
Netcapital
Shareholder Update
Speaker:
Todd Violette, Chief Executive Officer
Introduction
& Safe Harbor Disclaimer
Good
afternoon, everyone. Thank you for taking the time to join us today for this shareholder update.
I
want to begin by expressing my sincere gratitude to our shareholders, partners, and team members. Thank you for your patience, your trust,
and your continued support as we have navigated through this transitional period in our company’s history.
Before
we dive into the core of today’s presentation, I must remind everyone that our discussion today will contain forward-looking statements.
These statements are based on management’s current expectations, beliefs, and assumptions regarding the future of our business,
future events, and financial trends.
Actual
results may differ materially from those expressed or implied in these forward-looking statements due to a variety of risks, uncertainties,
and other factors. We encourage everyone to review our recent SEC filings, including our annual and quarterly reports, for a more detailed
discussion of the risks and variables facing our business. The Company assumes no obligation to update any forward-looking statements
made today, except as required by law.
Furthermore,
I want to clarify that today’s update is not intended to be a financial earnings call. Instead, my purpose today is to share a
transparent look at where we stand right now, what we have accomplished over the past several months to stabilize our foundation, and—more
importantly—where I believe Netcapital can go over the next five years.
Shift
in Strategy: Moving Beyond the Portal
When
I first accepted the role of CEO, I took a step back to analyze our market positioning. I asked myself one foundational question: If
we were starting Netcapital today—knowing what we know now about the rapid evolution of artificial intelligence, automation, and
the global capital markets—what kind of company would we build?
The
answer to that question was clear, and it shifted our entire strategic horizon. The answer wasn’t simply to build a slightly better
Regulation Crowdfunding portal. It was something much bigger, much more comprehensive.
I
believe that modern entrepreneurs deserve far more than just a digital marketplace to raise capital. A capital raise is a single moment
in time; building a company is a lifelong journey. To succeed over the long term, entrepreneurs need:
| ● | Structured
education. |
| | | |
| ● | Intelligent,
data-driven guidance. |
| | | |
| ● | Rigorous
compliance support. |
| | | |
| ● | Seamless
access to institutional and retail capital. |
| | | |
| ● | Technology
that simplifies complex, high-stakes decision-making. |
Ultimately,
entrepreneurs need long-term relationship partners—not one-time transaction platforms. Our long-term vision is to build a complete
ecosystem that answers all of these needs.
The
Portal as the Foundation
Let
me be clear: Netcapital currently operates a regulated funding portal and a FINRA-registered broker-dealer. These are valuable regulated
assets.
However,
under our new strategic roadmap, I no longer view them as isolated, standalone business units. Instead, I view them as the concrete foundation
upon which we can build a much larger, interconnected enterprise.
Think
of our regulated portal as the first spoke in a wheel. On its own, a single spoke carries limited weight. But as we develop and integrate
additional capabilities, each new service becomes another spoke that strengthens the entire wheel.
By
wrapping education, corporate advisory services, data analytics, capital formation strategies, and broker-dealer services around that
central hub, we create an ecosystem in which each capability reinforces the others. Over time, the more our clients engage with us across
their growth journey, the more value we can deliver to them, and the more defensible our business becomes.
Technology
and Initiative Orion
The
common thread running through this entire ecosystem is technology. It is no secret that artificial intelligence is restructuring major
industries. Financial services and the capital markets will certainly be no exception.
But
I want to emphasize that our goal is not to chase trends or build another generic AI chatbot. Our goal is to build a highly secure, private
AI operating environment engineered to do two things: help our internal teams serve clients efficiently and empower entrepreneurs to
demystify the complex capital formation process.
Internally,
we have been quietly developing a long-term strategic initiative that we call Orion. Project Orion focuses on safely integrating
advanced technology into our day-to-day operations and the external client experience. The concept is to build a private operating environment
that learns from Netcapital’s proprietary workflows while strictly adhering to the guardrails of our highly regulated business
activities.
Our
Philosophy on Technology: We believe that technology should enhance human judgment—never replace it.
By
leveraging automation for repetitive, administrative, and compliance-heavy tasks, we may free up our people to do what they do best:
provide high-value, personalized advice and human relationship management to our clients.
Infrastructure
Strategy & Data Center Acquisitions
As
management continues to execute this strategy, we are actively evaluating expansion opportunities that extend beyond traditional application
software. To truly power a private, robust AI operating environment like Orion, you cannot just rely on third-party application layers
or standard commercial cloud space. You need direct access to, and control over, the underlying infrastructure.
For
this reason, we are actively evaluating opportunities to acquire data center assets and infrastructure. We believe owning or directly
controlling these physical assets could support the intense computing requirements, strict data sovereignty, and massive scalability
needed for our advanced AI applications.
By
bringing data center infrastructure into our broader strategic mix, we aim to secure the foundational hardware needed to power our fintech
ecosystem efficiently, while potentially creating a highly defensible, asset-backed foundation for our company.
I
want to emphasize that our evaluation of potential infrastructure acquisitions is part of our broader, long-term strategic review. These
opportunities are currently in the evaluation, sourcing, and initial development stages. Any future acquisitions or structural expansions
will remain subject to rigorous due diligence, Board of Directors approval, final financing arrangements, and relevant regulatory processes.
As these material developments progress and cross definitive thresholds, we will communicate them transparently through the appropriate
public SEC disclosure channels.
Conclusion
Why
am I excited about the future of Netcapital?
In
the modern economy, companies are increasingly being defined by three core pillars: their proprietary data, their specialized technology,
and the strength of the ecosystems they build. Netcapital already possesses the most difficult pieces of that foundation. We are a public
company. We possess a regulated platform. We have an active broker-dealer license.
Now,
our executive team’s job is to intelligently connect these pieces in ways that will unlock value for our clients and, by extension,
for our shareholders. I am confident that the greatest opportunities for this company still lie ahead of us.
The
past several months have been strictly focused on stabilizing our business, optimizing operations, and refining our strategy. The years
ahead will focus on aggressively building on that stability. Our commitment to you is to continue making highly disciplined operational
decisions, investing thoughtfully in technology, and pursuing growth opportunities that we believe can create sustainable, long-term
shareholder value.
Thank
you once again for your continued support and your confidence in Netcapital. We appreciate the opportunity to update you and look forward
to reporting on our progress through appropriate public channels.
Good
day.
