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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.
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) |
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 |
