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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): June 5, 2026
NETCAPITAL
INC.
(Exact
name of registrant as specified in 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 (see General Instruction A.2. below):
| ☐ |
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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
June 5, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement, dated June 4, 2026 (the “Purchase
Agreement”), with Vanquish Funding Group Inc., a Virginia corporation (the “Buyer”), pursuant to which the Company
issued to the Buyer a promissory note in the principal amount of $182,120 (the “Note”) for a purchase price of $157,000,
reflecting an original issue discount of $25,120. The transaction closed and was funded on June 5, 2026. The transaction provided gross
proceeds of $157,000 and net proceeds of $150,000 after the Company’s reimbursement of $7,000 of the Buyer’s legal and due
diligence expenses. The Company intends to use the proceeds for general working capital purposes.
The
Note has an issue date of June 4, 2026 and matures on March 30, 2027. The Note states a one-time interest charge of 13% and requires
five payments totaling $205,795: $71,250 on November 30, 2026 and four payments of $33,636.25 on December 30, 2026, January 30, 2027,
February 28, 2027 and March 30, 2027. The Company has a five-day grace period with respect to each payment. The Note may be prepaid in
full and provides discounted prepayment amounts during the first 180 days following issuance.
Amounts
not paid when due bear default interest at 22% per annum. Upon the occurrence and continuation of an event of default, the Note becomes
immediately due and payable at 150% of the outstanding principal, accrued and unpaid interest, default interest and certain other amounts.
If, following another event of default, the Company also defaults on its obligations relating to the issuance or delivery of conversion
shares, the default percentage increases to 200%. The Note includes events of default, including payment defaults, covenant
breaches, bankruptcy or insolvency events, delisting, failure to comply with Exchange Act reporting obligations, certain financial-statement
restatements, transfer-agent-related defaults and cross-defaults with other existing and future indebtedness of the Company to the Buyer
and its affiliates.
Following
an event of default, the Buyer may convert all or part of the outstanding amount into shares of the Company’s common stock at a
conversion price equal to 65% of the lowest trading price of the common stock during the 20 trading days preceding the conversion date;
provided that, during the first six months following issuance, the conversion price may not be less than $1.00 per share. The Note contains
a 4.99% beneficial ownership limitation. Because the conversion price is based on future market prices and the amount subject to conversion
may increase upon default, the maximum number of shares that may be issued upon conversion cannot be determined as of the date of this
report.
The
Note generally restricts the Company from selling, leasing or otherwise disposing of a significant portion of its assets outside the
ordinary course of business without the Buyer’s consent while the Note remains outstanding, except for the transactions contemplated
by the Company’s previously disclosed letter of intent concerning Resmac, Inc.
The
foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference
to the full text of the Purchase Agreement and the Note, which are filed as Exhibits 10.1 and 4.1, respectively, 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
Company issued the Note in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended. The Buyer represented that it is an accredited investor and that it acquired the Note and the shares of common
stock issuable upon conversion of the Note for its own account and not with a present view toward their public sale or distribution.
The offering was conducted without general solicitation. No placement agent or underwriter was involved, and no underwriting discounts
or commissions were paid in connection with the issuance. The Note and the shares of common stock issuable upon conversion of the Note
have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from
registration.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 4.1 |
|
Promissory Note, dated June 4, 2026, issued by Netcapital Inc. to Vanquish Funding Group Inc. |
| 10.1 |
|
Securities Purchase Agreement, dated June 4, 2026, by and between Netcapital Inc. and Vanquish Funding Group Inc. |
| 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 thereunto duly authorized.
| |
Netcapital
Inc. |
| |
(Registrant) |
| |
|
| |
By: |
/s/
Todd Violette |
| |
Name: |
Todd
Violette |
| |
Title: |
Chief
Executive Officer |
Dated:
June 10, 2026
