Netcapital (NASDAQ: NCPL) buys Iverson Design assets for 980,000 shares

Rhea-AI Filing Summary

Netcapital Inc. reported that it acquired substantially all assets of Iverson Design, LLC’s AI-driven digital design studio business under an Asset Purchase Agreement dated January 2, 2026. The purchase price is 980,000 shares of Netcapital common stock issued to the seller at closing. Netcapital is acquiring hardware and software systems, intellectual property and design libraries, AI-driven production workflows and tools, customer and supplier relationships, and related goodwill, while excluding items such as the seller’s organizational records, debt-related contracts, certain leased equipment, and the owner’s separate creative projects. Netcapital is assuming only specified post-closing obligations under purchased contracts, with pre-closing and other liabilities remaining with the seller. The common shares issued were unregistered, relying on Section 4(a)(2) of the Securities Act and Regulation D, and the company later issued a press release announcing the transaction.

Insights

Equity Capital Markets Analyst

Netcapital is buying an AI-focused design business using 980,000 new shares instead of cash.

Netcapital Inc. is expanding into AI-driven creative services by acquiring substantially all assets of Iverson Design, LLC. The deal structure is straightforward: the seller receives 980,000 shares of common stock at closing as the sole stated purchase price, so consideration is entirely equity rather than cash.

The acquired assets include software, intellectual property, design libraries, AI-based production workflows, customer lists, and related goodwill, which could deepen Netcapital’s digital and AI capabilities. The agreement limits assumed obligations to certain post-closing contract liabilities, leaving other debts and pre-closing obligations with the seller, which helps contain legacy risk based on the disclosed terms.

The shares were issued in a private transaction relying on Section 4(a)(2) and Regulation D, meaning they are unregistered and placed with a single seller rather than the public markets. Any impact on existing shareholders will depend on how the additional shares compare to the total shares outstanding and how effectively Netcapital integrates and monetizes the acquired AI-driven design assets in future periods.

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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): January 2, 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 January 2, 2026, Netcapital Inc., a Utah corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, Iverson Design, LLC, a Massachusetts limited liability company (the “Seller”), and Michael Iverson, as the Seller’s manager and sole member (collectively, the “Seller Parties”). Pursuant to the Asset Purchase Agreement, the Company acquired substantially all of the Seller’s assets that primarily relate to the Seller’s digital design studio business (the “Business”), other than certain excluded assets.

The Business is described in the Asset Purchase Agreement as providing creative services including graphic design, motion graphics, 2D/3D animation, visual effects, and related design and visualization services that incorporate AI-driven design methods.

Purchased assets include, among other things: tangible personal property; rights under assigned contracts; intellectual property assets, social media accounts and related content; systems (including owned software); marketing materials; customer and supplier lists and relationships; books and records; and goodwill. Schedule 2.1 to the Asset Purchase Agreement further describes the Purchased Assets to include hardware and software systems, intellectual property and design libraries, software-integrated systems and tools used in connection with AI-driven design production workflows (including workflows, automation tools, integrations and APIs, and proprietary models to the extent owned by the Seller), client lists and customer information, domain names and other digital identifiers, telephone numbers and email addresses, office furniture and equipment, and certain prepaid expenses, deposits and credits relating to periods after the closing.

Excluded assets include, among other things: the Seller’s organizational documents and certain records; employee-related records that cannot be transferred; contracts related to indebtedness; leased equipment; Iverson’s independent Etsy shop; Iverson’s independent film work with ATOMCAT Productions (The Rover: Gift of Eden); and Iverson’s private portfolio of independently-developed works not related to or owned by the Seller.

Pursuant to the Asset Purchase Agreement, the Company assumed only certain liabilities and obligations under the purchased contracts that accrue after the closing date and do not arise from any pre-closing breach. All other liabilities and obligations of the Seller are excluded, and the Seller agreed to timely pay and discharge all outstanding liabilities, including excluded liabilities, on or immediately following the closing date.

The purchase price for the Purchased Assets is 980,000 shares of the Company’s common stock, par value $0.001 per share (the “Buyer Stock”), issued and delivered to the Seller at closing in accordance with a subscription agreement. The closing occurred on January 2, 2026.

The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Items 1.01 related to the issuance of the Buyer Stock under the Asset Purchase Agreement of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as amended and Regulation D promulgated thereunder.

Item 8.01 Other Events.

On January 6, 2026, the Company issued a press release announcing the acquisition of the assets of Iverson Design, LLC. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. 

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Asset Purchase Agreement, dated January 2, 2026, by and between Netcapital Inc. and Iverson Design, LLC Corp.
99.1		Press Release dated January 6, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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)
January 8, 2026	By:	/s/ Coreen Kraysler
	Name:	Coreen Kraysler
	Title:	Chief Financial Officer

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FAQ

What did Netcapital (NCPL) disclose in this 8-K filing?

Netcapital Inc. disclosed that it entered into an Asset Purchase Agreement on January 2, 2026 to acquire substantially all assets of Iverson Design, LLC’s digital design studio business in exchange for 980,000 shares of its common stock.

What business did Netcapital (NCPL) acquire from Iverson Design, LLC?

Netcapital acquired a digital design studio business that provides creative services including graphic design, motion graphics, 2D/3D animation, visual effects, and related design and visualization services that incorporate AI-driven design methods.

How many Netcapital (NCPL) shares were issued for the Iverson Design assets?

The purchase price for the acquired assets is 980,000 shares of Netcapital Inc.’s common stock, issued and delivered to Iverson Design, LLC at the closing on January 2, 2026.

Did Netcapital (NCPL) assume Iverson Design’s liabilities in the transaction?

Netcapital assumed only certain liabilities and obligations under purchased contracts that accrue after the closing date and do not arise from any pre-closing breach, while all other liabilities remain with the seller, which agreed to pay and discharge them on or immediately following closing.

Were the Netcapital (NCPL) shares registered for the Iverson Design acquisition?

No, the common shares issued as purchase consideration were unregistered; Netcapital relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Regulation D.

When did Netcapital (NCPL) announce the Iverson Design asset acquisition publicly?

Netcapital issued a press release on January 6, 2026 announcing the acquisition of the assets of Iverson Design, LLC, which is furnished as Exhibit 99.1.

What key assets did Netcapital (NCPL) obtain in the Iverson Design deal?

Netcapital obtained tangible personal property, hardware and software systems, intellectual property and design libraries, AI-driven design production workflows and tools, marketing materials, customer and supplier lists, domain names, digital identifiers, office furniture and equipment, certain prepaid expenses, and goodwill.