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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): June 26,
2025
NETCAPITAL
INC.
(Exact
name of registrant as specified in charter)
| UtahUT |
|
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
June 26, 2025, Netcapital Inc., a Utah corporation (the “Company”) entered into a Horizon Software Agreement (the “Agreement’)
with Horizon Globex GmbH, a company incorporated in Switzerland (“Horizon”) pursuant to which Horizon granted the Company
a royalty free, paid-up, non-exclusive, perpetual, irrevocable, unrestricted license to use the Licensed Software (as defined in the
Agreement) with the Company’s branding and image, in the United States to provide capital-raising and secondary trading services
to its clients in consideration for the issuance of 500,0000 shares (the “Horizon Shares”) of the Company’s common
stock, par value $0.001 per share to Horizon or its affiliate. The Agreement may be terminated by either party upon a default
in the performance of any material obligation under the Agreement is not cured within 30-days after receipt of such notice. In addition,
the Agreement may be terminated immediately by either party in the event the other party files or has filed against it any petition for
relief under any bankruptcy statute or similar statute of any jurisdiction, or an order for relief in any bankruptcy or reorganization
proceeding is entered against the other party and such order remains undischarged for a period of sixty (60) days; or a receiver is appointed
for the other Party; or the other party is dissolved or liquidated, or ceases to carry on its business, or makes an assignment for the
benefit of its creditors.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference
to the Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information in Item 1.01 above is incorporated by reference into this Item 3.02. The Horizon Shares will be issued pursuant to the exemption
from registration provided by Section 4(a)(2) and/or 3(a)(9) of the Securities Act of 1933, as amended. The Company did not receive any
proceeds for the issuance of such Horizon Shares.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
No. |
|
Description |
10.1
104 |
|
Horizon Software Agreement
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) |
| |
|
|
| |
By: |
/s/
Martin Kay |
| |
Name: |
Martin
Kay |
| |
Title: |
Chief
Executive Officer |
| Dated
June 30, 2025 |
|
|
