Netcapital adds discounted notes for working capital

Q: What are the key terms of Netcapital’s Bridge Note to Vanquish Funding Group?

The Bridge Note has principal of $92,800, a one-time interest charge of 14% (or $12,992), and total scheduled payments of $105,792. It is payable in five installments beginning October 30, 2026, and matures on February 28, 2027, with default interest of 22% per annum.

Q: How is the second Promissory Note to Vanquish Funding Group structured?

The Promissory Note has principal of $51,750, issued for $45,000 with a 12% one-time interest charge of $6,210. It is repayable in ten monthly installments of $5,796, starting May 30, 2026, for total scheduled payments of $57,960, maturing February 28, 2027.

Q: What related-party financing did Netcapital (NCPL) arrange with Netcapital Systems LLC?

Netcapital issued an unsecured, non-convertible promissory note with principal of $300,000 to Netcapital Systems LLC for gross proceeds of $150,000, reflecting a 50% original issue discount. The note bears 8% annual interest, matures on September 30, 2026, and accrues 20% interest upon default.

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.

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Form Type

8-K

Rhea-AI Filing Summary

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.

Insights

Netcapital adds high-discount, short-maturity debt for working capital needs.

Netcapital has taken on several promissory notes, including convertible debt to Vanquish Funding Group and a related-party note to Netcapital Systems LLC. The notes feature original issue discounts and one-time interest charges, which increase the effective cost of borrowing.

The Vanquish notes carry default interest of 22% per annum and include customary events of default tied to payment, reporting compliance, and cross-defaults. The related-party note has 8% interest and 20% default interest, with maturity on September 30, 2026. All proceeds are designated for working capital.

Maturities in 2026 and 2027 create near- to medium-term repayment obligations. Future disclosures in company filings may outline how these obligations are managed alongside operating performance and any conversions that may occur after events of default.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Convertible notes principal: $144,550 principal Convertible notes purchase price: $125,000 purchase price Convertible notes OID: $19,550 discount +5 more

8 metrics

Convertible notes principal $144,550 principal Aggregate principal to Vanquish Funding Group

Convertible notes purchase price $125,000 purchase price Aggregate proceeds from Vanquish Funding Group

Convertible notes OID $19,550 discount Original issue discount on Vanquish notes

Bridge Note total payments $105,792 total Five installments beginning October 30, 2026

Promissory Note total payments $57,960 total Ten installments of $5,796 from May 30, 2026

Related-party note principal $300,000 principal Unsecured, non-convertible note to Netcapital Systems LLC

Related-party note proceeds $150,000 proceeds Reflects 50% original issue discount

Default interest rate 22% per annum Default interest on Vanquish notes

Key Terms

original issue discount, convertible promissory note, events of default, Section 4(a)(2) of the Securities Act of 1933, +2 more

6 terms

original issue discount financial

"reflecting an aggregate original issue discount of $19,550"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

convertible promissory note financial

"Convertible Promissory Note dated April 24, 2026, in the principal amount of $51,760"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

events of default financial

"The notes include customary events of default, including payment defaults, covenant breaches"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

Rule 506 of Regulation D regulatory

"and Rule 506 of Regulation D thereunder"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

accredited investor regulatory

"The notes were offered and sold to an accredited investor, Vanquish Funding Group Inc."

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new financing did Netcapital (NCPL) enter into with Vanquish Funding Group?

Netcapital issued two convertible promissory notes to Vanquish Funding Group with aggregate principal of $144,550 for a purchase price of $125,000, creating an original issue discount of $19,550. These notes include fixed one-time interest charges and mature on February 28, 2027.

What are the key terms of Netcapital’s Bridge Note to Vanquish Funding Group?

The Bridge Note has principal of $92,800, a one-time interest charge of 14% (or $12,992), and total scheduled payments of $105,792. It is payable in five installments beginning October 30, 2026, and matures on February 28, 2027, with default interest of 22% per annum.

How is the second Promissory Note to Vanquish Funding Group structured?

The Promissory Note has principal of $51,750, issued for $45,000 with a 12% one-time interest charge of $6,210. It is repayable in ten monthly installments of $5,796, starting May 30, 2026, for total scheduled payments of $57,960, maturing February 28, 2027.

How will Netcapital use the proceeds from these promissory notes?

Netcapital states it used the proceeds from the convertible notes to Vanquish Funding Group and the non-convertible note to Netcapital Systems LLC for general working capital purposes. This indicates the funds support day-to-day operations and liquidity rather than a specified acquisition or project.

Under what exemptions were Netcapital’s notes issued and were underwriters involved?

The convertible notes to Vanquish Funding Group and the non-convertible note were issued under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The notes were sold privately to accredited investors, with no underwriters and no commissions paid.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 05/01/2026 - 04:05 PM EDT

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): April 26, 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 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 April 26, 2026, Netcapital Inc. (the “Company”) entered into two Securities Purchase Agreements with Vanquish Funding Group Inc., a Virginia corporation, pursuant to which the Company issued two promissory notes in the aggregate principal amount of $144,550 for an aggregate purchase price of $125,000, reflecting an aggregate original issue discount of $19,550.

The notes consist of:

A Bridge Note in the principal amount of $92,800, issued for a purchase price of $80,000, reflecting an original issue discount of $12,800. The Bridge Note includes a one-time interest charge of 14%, or $12,992, and is payable in five installments beginning October 30, 2026, with total scheduled payments of $105,792. The Bridge Note matures on February 28, 2027.

A Promissory Note in the principal amount of $51,750, issued for a purchase price of $45,000, reflecting an original issue discount of $6,750. The Promissory Note includes a one-time interest charge of 12%, or $6,210, and is payable in ten monthly installments of $5,796 beginning May 30, 2026, with total scheduled payments of $57,960. The Promissory Note matures on February 28, 2027.

The notes are prepayable in full without penalty, subject to the prepayment provisions set forth in the notes. Amounts not paid when due bear default interest at 22% per annum. The notes include customary events of default, including payment defaults, covenant breaches, failure to issue shares upon conversion following an event of default, bankruptcy or insolvency events, delisting, failure to comply with Exchange Act reporting obligations, certain restatements, transfer agent-related defaults, and cross-defaults with other existing and future indebtedness of the Company to the holder and its affiliates.

The foregoing descriptions of the Securities Purchase Agreements and notes are qualified in their entirety by reference to the full text of the agreements and notes, which are filed as Exhibits 4.1, 4.2, 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

On April 30, 2026, the Company also issued one unsecured, non-convertible promissory note in the total principal amount of $300,000, for gross proceeds of $150,000, reflecting a 50% original issue discount. The note bears interest at 8% per annum, matures on September 30, 2026, and is prepayable at any time without penalty. Upon default, interest accrues at 20% per annum. The note was sold to a related party, Netcapital Systems LLC.

The Company used the proceeds of the notes for general working capital purposes.

The foregoing descriptions of the form of a promissory note issued to Netcapital Systems LLC and the convertible promissory notes issued to Vanquish Funding Group Inc. are qualified in their entirety by reference to the full text of the agreements, which are filed as Exhibits 4.1, 4.2, 4.3, 10.1, and 10.2 hereto.

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 Company issued the convertible notes described above in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder. The notes were offered and sold to an accredited investor, Vanquish Funding Group Inc., for investment purposes without general solicitation. The non-convertible note was also issued pursuant to Section 4(a)(2), in private placements to an accredited investor. No underwriters were involved, and no commissions were paid in connection with the issuances.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

4.1		Convertible Promissory Note dated April 24, 2026, in the principal amount of $51,760
4.2		Convertible Bridge Note dated April 24, 2026, in the principal amount of $92,800
4.3		Form of Promissory Note (non-convertible)
10.1		Securities Purchase Agreement dated April 24, 2026 in the amount of $92,800
10.2		Securities Purchase Agreement dated April 24, 2026 in the amount of $51,750
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

-2-

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 May 1, 2026

-3-

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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Netcapital adds discounted notes for working capital

Rhea-AI Filing Summary