Netcapital (NCPL) targets $5M Resmac asset purchase and SD Holdco spinout

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Netcapital Inc. has entered into a non-binding letter of intent to acquire Resmac’s residential mortgage banking assets for a total acquisition value of $5,000,000, paid entirely in 2,500,000 shares of SD Holdco Series A Convertible Preferred Stock at $2.00 per share.

The deal would be executed through a new South Dakota subsidiary, SD Holdco, which would acquire Resmac’s mortgage licenses, HUD Title II approval, servicing rights, and related technology and customer relationships as a going concern. The SD Holdco preferred stock would carry a 6% cumulative dividend, vote with common on an as-converted basis, and be locked up for eighteen months after any spinout or conversion.

RezyFi could earn up to 1,500,000 additional SD Holdco preferred shares if Resmac reaches $10,000,000 in cumulative GAAP revenue within twenty-four months and if SD Holdco completes a Form S-1 public offering with at least $10,000,000 in gross proceeds. Netcapital and SD Holdco would seek to file an S-1 targeting at least $15,000,000 in gross proceeds and ultimately spin out SD Holdco as a separate public financial services company via a dividend to Netcapital shareholders.

The LOI is non-binding for the acquisition terms and the transaction faces numerous conditions, including HUD change-of-control approval, warehouse lender and state licensing consents, termination or non-impairment of RezyFi’s agreement with ECGI Holdings, Inc., satisfactory due diligence within forty-five days, board approval, and execution of definitive agreements. A ninety-day exclusivity period restricts RezyFi and Resmac from pursuing competing deals, with $250,000 cash liquidated damages payable to Netcapital if exclusivity is breached.

Insights

Non-binding $5M mortgage asset deal and planned spinout add complexity but remain highly conditional.

Netcapital is pursuing a $5,000,000 all-stock acquisition of Resmac’s mortgage banking platform through SD Holdco, a new subsidiary. Consideration is entirely in preferred stock with a 6% cumulative dividend and no direct issuance of Netcapital equity, limiting immediate dilution at the parent level.

The structure contemplates SD Holdco acquiring licenses, HUD Title II approval, servicing rights, and loan assets, then targeting at least $15,000,000 in S-1 offering proceeds and a dividend spinout to create a separate public company. Earnout provisions tied to $10,000,000 of GAAP revenue and a $10,000,000 public raise align additional consideration with scale and financing milestones.

However, the LOI is expressly non-binding on the acquisition terms and subject to extensive conditions: HUD and state approvals, warehouse lender consents, satisfactory termination or non-impairment of RezyFi’s ECGI agreement, a forty-five-day due diligence review, and board approval. The ninety-day exclusivity with $250,000 liquidated damages protects Netcapital’s negotiation window, but completion, financing, and any spinout or trading market are uncertain and may depend on future regulatory and capital markets outcomes.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Acquisition value: $5,000,000 Initial preferred shares: 2,500,000 shares Preferred stated value: $2.00 per share +5 more

8 metrics

Acquisition value $5,000,000 Total value of Resmac assets under LOI

Initial preferred shares 2,500,000 shares SD Holdco Series A Convertible Preferred issued to RezyFi

Preferred stated value $2.00 per share Stated value of SD Holdco Series A preferred

Dividend rate 6% per annum Cumulative dividend on SD Holdco preferred

Revenue earnout threshold $10,000,000 Cumulative GAAP revenue target within 24 months

Revenue earnout shares 1,000,000 shares Maximum additional SD Holdco preferred tied to revenue

Financing earnout threshold $10,000,000 Minimum gross proceeds from SD Holdco Form S-1 offering

Liquidated damages $250,000 Payable by RezyFi upon exclusivity breach

Key Terms

non-binding letter of intent, HUD Title II non-supervised direct endorsement mortgagee approval, Form S-1 registration statement, dividend spinout, +1 more

5 terms

non-binding letter of intent regulatory

"entered into a non-binding letter of intent, dated May 30, 2026 (the “LOI”)"

A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.

HUD Title II non-supervised direct endorsement mortgagee approval financial

"Resmac holds active HUD Title II non-supervised direct endorsement mortgagee approval, operates in eleven states"

Form S-1 registration statement regulatory

"file with the Securities and Exchange Commission a registration statement on Form S-1 registering equity securities"

A Form S-1 registration statement is a comprehensive disclosure document filed with the U.S. Securities and Exchange Commission when a company intends to sell shares to the public, typically for an initial public offering. It contains detailed financial statements, business description, risk factors, management information and intended use of proceeds, and serves as the official source of truth — like a full inspection report and sales brochure combined — that helps investors judge the company's health, risks and valuation before buying shares.

dividend spinout financial

"would distribute its interest in SD Holdco to Company shareholders of record as a dividend spinout"

A dividend spinout is a corporate move where a company creates a separate, independent business and gives shares in that new company directly to its existing shareholders as a one-time payout instead of cash. For investors, it matters because you receive ownership in the new business—like getting a new slice of the pie on a separate plate—which can change your portfolio’s value, tax picture, and exposure to different risks and growth prospects.

liquidated damages financial

"RezyFi is required to pay the Company $250,000 in cash within ten business days of the breach as liquidated damages"

A pre-agreed sum that one party must pay if it breaks a contract, chosen so both sides avoid arguing over the exact amount of loss later. Think of it like a fixed cancellation fee for a reservation: it makes potential costs predictable. For investors, liquidated damages matter because they create a known financial liability that can affect cash flow, contract risk, balance-sheet exposure and deal valuations.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/04/2026 - 08:36 AM

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): May 31, 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 May 31, 2026, Netcapital Inc. (the “Company”) entered into a non-binding letter of intent, dated May 30, 2026 (the “LOI”), with RezyFi, Inc., a Florida corporation (“RezyFi” or the “Seller”), regarding the proposed acquisition by a newly formed wholly owned South Dakota subsidiary of the Company (“SD Holdco”) of substantially all of the assets and assumed liabilities of Resmac, Inc., a Florida corporation and wholly owned subsidiary of RezyFi (“Resmac”). The proposed transaction remains subject to due diligence, regulatory approvals, board approval, execution of a definitive agreement, and other closing conditions. Except for Sections 6, 7, and 8 of the LOI, including exclusivity, confidentiality, public disclosure, expenses, governing law, no broker, counterpart signatures, and related general provisions, the LOI does not constitute a binding agreement to consummate the proposed transaction, and no binding obligation to consummate the proposed transaction will arise unless and until the parties execute a definitive agreement.

Resmac is a residential mortgage bank. According to the LOI, Resmac holds active HUD Title II non-supervised direct endorsement mortgagee approval, operates in eleven states, and maintains warehouse financing relationships. The LOI contemplates that the proposed transaction would be structured as an asset purchase by SD Holdco of substantially all of the assets and assumed liabilities of Resmac, including state mortgage lending licenses, HUD Title II non-supervised direct endorsement mortgagee approval and related FHA certifications and approvals, mortgage servicing rights, mortgage loans held for sale and investment, technology systems and loan origination platforms, trade names, domain names, trademarks, customer and borrower relationships, and other contracts and operating arrangements necessary to conduct Resmac’s mortgage origination, servicing, and related business as a going concern, in each case subject to required consents and approvals.

Under the LOI, the total acquisition value for the acquired assets is $5,000,000, payable solely through the issuance by SD Holdco to RezyFi of 2,500,000 shares of SD Holdco Series A Convertible Preferred Stock, with a stated value of $2.00 per share. No cash consideration would be paid by the Company, and no shares of the Company’s common stock or other securities of the Company would be issued as acquisition consideration. The SD Holdco preferred stock would not be convertible into, or exchangeable for, securities of the Company. The LOI provides that the SD Holdco preferred stock would have cumulative dividends at a rate of 6% per annum on the stated value, payable in kind in additional shares of SD Holdco preferred stock only when, as, and if declared by the SD Holdco board of directors; would be convertible only into shares of SD Holdco common stock; would vote together with SD Holdco common stock on an as-converted basis; would have a liquidation preference equal to the stated value plus accrued and unpaid dividends; and would be subject to an eighteen-month lock-up period following the spinout or conversion, as applicable.

The LOI also provides that RezyFi may be eligible to receive additional shares of SD Holdco preferred stock if specified milestones are achieved. These potential earnout shares include up to 1,000,000 additional shares of SD Holdco preferred stock if the Resmac business unit achieves cumulative GAAP revenue of at least $10,000,000 within twenty-four months after closing, as confirmed by SD Holdco’s independent accountants, and up to 500,000 additional shares of SD Holdco preferred stock if SD Holdco completes a Form S-1 registered public offering declared effective by the Securities and Exchange Commission resulting in gross proceeds of at least $10,000,000.

The LOI contemplates that, following closing, the Company and SD Holdco would use commercially reasonable efforts to prepare and file with the Securities and Exchange Commission a registration statement on Form S-1 registering equity securities of SD Holdco for public distribution. The LOI states that SD Holdco would target gross proceeds from the S-1 offering of not less than $15,000,000. The LOI further contemplates that the Company would distribute its interest in SD Holdco to Company shareholders of record as a dividend spinout, creating a separate public financial services company in which both Company shareholders and RezyFi would hold equity interests. No assurance can be given that any S-1 registration statement will be filed or declared effective, that any financing will be completed, that any trading market for SD Holdco securities will develop, or that any spinout or distribution will occur.

-2-

The closing of the proposed transaction is subject to multiple conditions, including, among others: prior written approval from HUD for the change of control of Resmac’s Title II non-supervised direct endorsement mortgagee approval; written evidence satisfactory to the Company’s independent counsel that RezyFi’s existing share exchange agreement with ECGI Holdings, Inc. has been validly terminated, has expired by its terms, or does not restrict or encumber the proposed transaction; written consents from Resmac’s warehouse lenders; receipt of, or written confirmation of pending approval of, required state mortgage lending license transfers or new applications; completion of confirmatory due diligence by the Company to its satisfaction within forty-five days after execution of the LOI; no material adverse change in Resmac’s business, financial condition, regulatory approvals, HUD approval status, or warehouse lending availability; approval of the proposed transaction by the Company’s board of directors following disclosure of all related-party relationships; filing of the certificate of designation for the SD Holdco preferred stock; execution of specified leadership and compensation arrangements; and execution of a definitive agreement and ancillary agreements satisfactory to both parties and their respective independent legal counsel.

The LOI includes a binding exclusivity provision. During the ninety-day period following execution of the LOI, RezyFi, Resmac, and their respective officers, directors, shareholders, employees, agents, and advisors may not solicit, initiate, encourage, entertain, or engage in discussions or negotiations regarding competing acquisition, merger, asset sale, equity investment, or similar transactions involving Resmac or its assets. The exclusivity provision expressly includes any action to advance, consummate, or extend the closing of RezyFi’s existing agreement with ECGI Holdings, Inc. If RezyFi breaches the exclusivity covenant, including by re-engaging ECGI Holdings, Inc. or any other third party during the exclusivity period, RezyFi is required to pay the Company $250,000 in cash within ten business days of the breach as liquidated damages, without prejudice to equitable remedies including specific performance and injunctive relief. The Company may terminate the LOI and its obligations thereunder at any time upon written notice to RezyFi, including following completion of due diligence, with no payment or other obligation to RezyFi.

The LOI also contains binding confidentiality and public disclosure provisions. The parties agreed to maintain the confidentiality of non-public information received in connection with the LOI and the proposed transaction, subject to specified exceptions. The LOI provides that the Company, as a reporting company under the Securities Exchange Act of 1934, is required to file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing execution of the LOI. The LOI also provides that RezyFi will have advance notice and a reasonable opportunity to review public disclosure for factual accuracy prior to filing.

The LOI states that the Company is required to disclose the pre-existing personal and professional relationship between Todd Violette, the Chief Executive Officer of the Company, and John Vu, the Chief Executive Officer of RezyFi, and the investment of approximately $250,000 held by VUVU Ventures, an entity affiliated with the Company’s Chief Executive Officer, in ECGI Holdings, Inc.

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

Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of the federal securities laws, including statements regarding the proposed transaction, the proposed formation of SD Holdco, the potential acquisition of Resmac assets and assumed liabilities, the potential issuance of SD Holdco preferred stock, the potential filing of a Form S-1 registration statement, the potential completion of a financing, the potential spinout or distribution of SD Holdco securities to Company shareholders, the potential development of a trading market for SD Holdco securities, and the expected benefits of the proposed transaction. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. The proposed transaction is subject to numerous conditions, including due diligence, regulatory approvals, third-party consents, board approval, and execution of a definitive agreement. The LOI is non-binding with respect to the proposed acquisition, except for specified binding provisions. There can be no assurance that the parties will enter into a definitive agreement, that the proposed transaction will be completed, that any financing will be obtained, that any registration statement will be filed or declared effective, or that any spinout, distribution, or public trading market will occur.

-3-

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

10.1		Non-Binding Letter of Intent, dated May 30, 2026 and executed May 31, 2026, by and between Netcapital Inc. and RezyFi, Inc., regarding the proposed acquisition of substantially all assets and business operations of Resmac, Inc., including the exhibits thereto.
99.1		Press Release, dated June 4, 2026, announcing Netcapital Inc.’s entry into a non-binding letter of intent with RezyFi, Inc. regarding the proposed acquisition of Resmac mortgage banking assets.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

-4-

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 4, 2026

-5-

Exhibit 99.1

Netcapital Signs Non-Binding LOI to Acquire Resmac Mortgage Banking Assets from RezyFi

Proposed transaction expected to establish new financial services subsidiary focused on residential mortgage origination, servicing and related financial services opportunities

BOSTON, June 4, 2026 — Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced that it has entered into a non-binding Letter of Intent (“LOI”) with RezyFi, Inc. regarding the proposed acquisition by a newly formed wholly-owned South Dakota subsidiary of Netcapital (“SD Holdco”) of substantially all of the assets and assumed liabilities of Resmac, Inc., a wholly owned subsidiary of RezyFi.

Resmac is a residential mortgage bank and holds active HUD Title II non-supervised direct endorsement mortgagee approval, operates in eleven states, and maintains warehouse financing relationships.

“Entering into this LOI reflects our strategy to pursue opportunities that can add new revenue streams while leveraging our existing business, technology infrastructure and capital markets capabilities,” said Todd Violette, Chief Executive Officer of Netcapital. “The proposed Resmac asset purchase would bring an operating mortgage banking platform with established regulatory approvals, lending infrastructure and customer relationships into a structure we believe is highly complementary to Netcapital’s private capital markets ecosystem.

“By combining Resmac’s mortgage origination and servicing capabilities with Netcapital’s experience in capital formation, investor engagement and scalable financial technology, we believe SD Holdco could become a dedicated platform for growth in financial services while allowing Netcapital to remain focused on its AI-powered private capital markets strategy,” added Violette.

Contemplated Transaction Summary

The proposed transaction includes the following parameters:

	●	Transaction would be structured as an asset purchase by SD Holdco, a newly formed wholly owned subsidiary of Netcapital. SD Holdco would acquire substantially all of the assets and assumed liabilities of Resmac, subject to required consents and approvals.

	●	Total acquisition value is $5.0 million, payable solely through the issuance of 2.5 million shares of SD Holdco Series A Convertible Preferred Stock with a stated value of $2.00 per share. The SD Holdco preferred stock would not be convertible into, or exchangeable for, securities of Netcapital.

	●	Acquired assets are expected to include state mortgage lending licenses, HUD Title II non-supervised direct endorsement mortgagee approval, related FHA certifications and approvals, mortgage servicing rights, mortgage loans, technology systems, loan origination platforms, trade names, domain names, trademarks, customer and borrower relationships, and other operating contracts and arrangements.

	●	RezyFi may be eligible to receive up to 1.0 million additional shares of SD Holdco preferred stock if the Resmac business unit achieves cumulative GAAP revenue of at least $10.0 million within 24 months after closing.

	●	RezyFi may also be eligible to receive up to 500,000 additional shares of SD Holdco preferred stock if SD Holdco completes an SEC-declared effective Form S-1 registration statement for a public offering resulting in gross proceeds of at least $10.0 million.

	●	Following closing, Netcapital and SD Holdco would use commercially reasonable efforts to file a Form S-1 registration statement with the SEC to register equity securities of SD Holdco for public distribution.

	●	Netcapital would contemplate distributing its interest in SD Holdco to Netcapital shareholders of record as a dividend spinout.

	●	The contemplated spinout would create a separate public financial services company in which both Netcapital shareholders and RezyFi would hold equity interests.

About Netcapital Inc.

Netcapital Inc. (Nasdaq: NCPL) is a capital markets technology company leveraging regulatory infrastructure and proprietary market data to deliver AI-powered solutions for private capital markets. The Company is transforming its business model to provide data-driven tools, liquidity solutions, and comprehensive support for growth-stage companies. Netcapital is based in Boston, Massachusetts.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the federal securities laws, including statements regarding the proposed transaction, the proposed formation of SD Holdco, the potential acquisition of Resmac assets and assumed liabilities, the potential issuance of SD Holdco preferred stock, the potential filing of a Form S-1 registration statement, the potential completion of a financing, the potential spinout or distribution of SD Holdco securities to Company shareholders, the potential development of a trading market for SD Holdco securities, and the expected benefits of the proposed transaction. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. The proposed transaction is subject to numerous conditions, including due diligence, regulatory approvals, third-party consents, board approval, and execution of a definitive agreement. The LOI is non-binding with respect to the proposed acquisition, except for specified binding provisions. There can be no assurance that the parties will enter into a definitive agreement, that the proposed transaction will be completed, that any financing will be obtained, that any registration statement will be filed or declared effective, or that any spinout, distribution, or public trading market will occur.

Investor Contact

800-460-0815

ir@netcapital.com

Source: View Original Filing on SEC EDGAR

FAQ

What transaction did Netcapital Inc. (NCPL) announce in this 8-K?

Netcapital announced a non-binding LOI to acquire substantially all mortgage banking assets and assumed liabilities of Resmac, Inc. for a total value of $5,000,000, using SD Holdco preferred stock. The deal would add a residential mortgage origination and servicing platform to Netcapital’s broader financial services strategy.

How is the proposed Resmac acquisition by Netcapital (NCPL) structured?

The deal would be an asset purchase by SD Holdco, a newly formed wholly owned subsidiary of Netcapital. SD Holdco would acquire Resmac’s licenses, HUD Title II approval, servicing rights, loan assets, technology, and customer relationships, subject to required consents, due diligence, board approval, and execution of definitive agreements.

What consideration will RezyFi receive in the Netcapital (NCPL) Resmac deal?

RezyFi would receive 2,500,000 shares of SD Holdco Series A Convertible Preferred Stock with a stated value of $2.00 per share, totaling $5,000,000. No cash, Netcapital common stock, or other Netcapital securities will be issued as acquisition consideration, and the preferred is not convertible into Netcapital securities.

Are there earnout provisions in the Netcapital (NCPL) Resmac LOI?

Yes. RezyFi may earn up to 1,000,000 additional SD Holdco preferred shares if Resmac generates at least $10,000,000 in cumulative GAAP revenue within twenty-four months after closing, and up to 500,000 more shares if SD Holdco completes a Form S-1 offering with at least $10,000,000 in gross proceeds.

Does Netcapital (NCPL) plan to spin out SD Holdco after the Resmac acquisition?

The LOI contemplates Netcapital distributing its interest in SD Holdco to Netcapital shareholders as a dividend spinout after closing and a planned S-1 offering. This would create a separate public financial services company in which both existing Netcapital shareholders and RezyFi would hold equity interests.

What key conditions must be satisfied before Netcapital’s (NCPL) Resmac deal can close?

Conditions include HUD approval for Resmac’s Title II change of control, warehouse lender consents, required state license transfers or approvals, termination or non-impairment of RezyFi’s ECGI agreement, a forty-five-day satisfactory due diligence period, board approval after related-party disclosures, and execution of definitive and ancillary agreements.

What is the exclusivity arrangement in Netcapital’s (NCPL) LOI with RezyFi?

For ninety days after LOI execution, RezyFi, Resmac, and their affiliates may not solicit or negotiate competing transactions involving Resmac or its assets, including re-engaging ECGI Holdings, Inc. A breach obligates RezyFi to pay $250,000 in cash as liquidated damages, in addition to potential equitable remedies.

Netcapital (NCPL) targets $5M Resmac asset purchase and SD Holdco spinout

Rhea-AI Filing Summary

Positive

Negative