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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): April 12, 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.
Employment
Agreement with Chief Executive Officer
On
April 13, 2026, the Company entered into an Employment Agreement with Todd Violette, pursuant to which Mr. Violette will serve as the
Company’s Chief Executive Officer for a twelve-month term beginning on April 13, 2026, unless earlier terminated in accordance
with its terms. Under the Employment Agreement, Mr. Violette is entitled to an annual base salary of $120,000, payable in periodic installments
in accordance with the Company’s regular payroll practices. Mr. Violette is also eligible for a bonus at the end of the year, or
for additional salary in excess of the base salary, as may be granted by the Company’s Board of Directors or its Compensation Committee.
In addition, subject to approval by the Company’s Board of Directors or its Compensation Committee and a majority of the Company’s
shareholders, Mr. Violette will be eligible to receive one or more grants of stock options under the Company’s stock option plan,
with the amount, timing and terms of any such grants to be determined in the sole discretion of the Board of Directors or its Compensation
Committee.
During
the term of the Employment Agreement, Mr. Violette is eligible to participate in all employee fringe benefits and any pension and/or
profit sharing plans, medical and health plans and other employee benefit plans that may be provided by the Company for its key executive
employees, in each case in accordance with the terms of such plans. Mr. Violette is also entitled to sick leave, sick pay and disability
benefits in accordance with the Company’s applicable policies, and to reimbursement for all reasonable and necessary out-of-pocket
business expenses incurred in the performance of his duties in accordance with the Company’s applicable policies.
The
Employment Agreement provides that Mr. Violette’s employment may be terminated upon his death, by Mr. Violette at any time for
any reason whatsoever (including resignation or retirement), by the Company because of his disability or incapacity for a period of ninety
or more days, whether or not consecutive, in any period of twelve consecutive months, by the Company for cause, or by the Company without
cause by unanimous vote or written consent of the Company’s Board of Directors. The Employment Agreement also defines “good
reason” to include a material breach by the Company of its obligations under the Employment Agreement or a change of control,
as defined therein. The Employment Agreement further provides that if Mr. Violette’s employment is terminated pursuant to Section
7 of the Employment Agreement for any reason, his right to compensation and benefits shall terminate immediately.
For
the period of his employment and for two years thereafter, Mr. Violette is subject to certain restrictive covenants, including restrictions
on engaging in competitive activities and on certain dealings with customers, clients, suppliers, contractors, subcontractors and employees
of the Company and its affiliates, subject to limited exceptions set forth in the Employment Agreement. The Employment Agreement also
contains provisions relating to remedies, severability, waivers, governing law and other matters.
The
foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the
Employment 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Termination
of Chief Executive Officer
On
April 12, 2026, the Board of Directors voted to terminate Rich Wheeless as Chief Executive Officer of the Company, effective
immediately.
Appointment
of Chief Executive Officer
On
April 13, 2026, the Board of Directors appointed Todd Violette, age 56, as the Company’s
Chief Executive Officer, effective April 13, 2026.
Mr.
Violette is a capital markets professional. He was associated with Network 1 Financial Securities, Inc., a FINRA-regulated broker-dealer,
from May 2025 to April 2026. His employment history during the past five years also includes service as President of Armament8 LLC since
January 2025, Chief Executive Officer of CloudCover International since December 2023, Chief Executive Officer of VuVu Ventures Inc.
since September 2021, President of Tide Pool Ventures Corp. since November 2013, Realtor with Realty Executives from February 2022 to
January 2025, Chief Executive Officer of AppYea Inc. from February 2020 to May 2022, Chief Executive Officer of Vinergy from April 2021
to August 2021, Chief Investment Officer of ESG Global Strategies from April 2020 to April 2021, and Independent Director of Therapix
from February 2020 to August 2020. Mr. Violette holds a bachelor’s degree from the University of Maryland.
In
connection with his employment as CEO, the Company will pay Mr. Violette an annual base salary of $120,000, payable in accordance with
the Company’s regular payroll practices and he will be eligible to receive periodic bonuses throughout the year, or additional
salary in excess of the base salary, in each case as may be approved by the Company’s Board of Directors or its Compensation
Committee. Mr. Violette will be eligible to receive one or more grants of stock options under the Company’s stock option plan,
with the amount, timing and terms of any such grants to be determined in the sole discretion of the Board of Directors or its Compensation
Committee.
There
is no arrangement or understanding between Mr. Violette and any other person, other than the Company’s directors or officers acting
solely in their capacity as such, pursuant to which he was selected as an officer or director of the Company. Mr. Violette is not related
by blood, marriage or adoption to any director, executive officer or person nominated or chosen by the Company to become a director or
executive officer.
The
Company is not aware of any transaction, or currently proposed transaction, in which the Company was or is to be a participant and in
which Mr. Violette, or any member of his immediate family, had or will have a direct or indirect material interest that would be required
to be reported under Item 404(a) of Regulation S-K.
The foregoing
description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the Employment
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
8.01 Other Events.
On
April 16, 2026, the Company issued a press release announcing the appointment of Todd Violette as Chief Executive Officer. A copy of
the press release is filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Todd Violette Employment Agreement dated April 13, 2026 |
| 99.1 |
|
Press Release dated April 16, 2026 (CEO appointment) |
| 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) |
| |
|
|
| April
16, 2026 |
By: |
/s/
Coreen Kraysler |
| |
Name: |
Coreen
Kraysler |
| |
Title: |
Chief
Financial Officer |
Exhibit 99.1
Netcapital
Appoints Todd Violette as Chief Executive Officer
BOSTON,
MA, Apr. 16, 2026 (GLOBE NEWSWIRE) — Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a publicly
traded fintech company that gives companies access to capital markets infrastructure without institutional-scale fees, today announced
that its Board of Directors has appointed Mr. Violette to lead the Company in order to accelerate capital formation, expand platform
reach, and build long-term shareholder value.
Mr.
Violette brings over 25 years of leadership experience across capital markets, fintech and digital asset-related businesses. His recent
operating and executive roles have included CEO of CloudCover International, CEO of AppYea Inc., CEO of Vinergy, Chief Investment Officer
of ESG Global Strategies, and Independent Director of Israeli NASDAQ-listed Therapix, reflecting a mix of public-company, private-company,
and strategic advisory experience.
“Todd
brings strong capital markets, fintech and strategic leadership experience to Netcapital at an important time for the Company,”
said Netcapital Board member, Arnie Scott. “We believe his extensive background in emerging growth businesses will help the Company
sharpen execution, support entrepreneurs and investors on the Netcapital platform, and pursue opportunities to enhance long-term shareholder
value.”
“I
am excited to step into the role of CEO at Netcapital,” said Todd Violette, Chief Executive Officer of Netcapital. “Netcapital
has built a differentiated platform at the intersection of technology, entrepreneurship and private capital formation. I look forward
to working closely with the Board, management team and stakeholders to strengthen execution and build momentum across the business.”
Mr.
Violette replaces CEO Rich Wheeless, whose contract was terminated by the Board. The Company will provide additional updates as appropriate.
About
Netcapital Inc.
Netcapital
Inc. (Nasdaq: NCPL) is a publicly traded fintech company offering a comprehensive, turnkey platform for companies seeking to
raise capital and build toward their full potential. Netcapital gives business owners the infrastructure, knowledge, and investor network
to build a company; combining an SEC-registered funding portal, a FINRA-member broker-dealer, and a full-service technology and advisory
group into a single integrated engagement. Where most capital markets programs are built for companies that are already large, Netcapital
is built for companies that are getting there. The question the Company asks every client is simple: What does your company look like
in five years if capital is not a constraint? The platform exists to make that answer real. Netcapital Funding Portal, Inc.
and Netcapital Securities Inc. are registered with the U.S. Securities and Exchange Commission and are members of the Financial
Industry Regulatory Authority (FINRA).
Forward
Looking Statements
The
information contained herein includes forward-looking statements. These statements relate to future events or to our future financial
performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other
factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity,
performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to
these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity.
We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual
results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available
in the future.
Investor
Contact
800-460-0815
ir@netcapital.com
