Netcapital Inc. (NCPLW) SEC Filings, Mar-Jun 2026

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.

Netcapital Inc. entered into an Asset Purchase Agreement to acquire substantially all assets related to the NetNudge AI Agent Platform from Codesharp Corporation. As consideration, it agreed to issue 600,000 shares of Series A Convertible Preferred Stock, with up to an additional 600,000 shares if a revenue milestone is reached.

The milestone is based on $3,000,000 of cumulative GAAP revenue from the acquired assets between June 1, 2026 and May 31, 2029. Each preferred share has a stated value of $1.50, giving initial stated consideration of $900,000 and a maximum of $1,800,000. The initial 600,000 preferred shares carry 2.5 votes per share and have senior liquidation and conversion rights relative to common stock, which may affect existing common shareholders’ voting power and priority in a liquidation.

Netcapital Inc. ownership update: this Amendment No. 3 to the Schedule 13G/A reports that 3i, LP, together with 3i Management LLC and Maier Joshua Tarlow, beneficially own an aggregate of 505,935 shares of Common Stock issuable upon exercise of warrants. The filing bases the ownership percentage on 7,847,899 shares outstanding as of March 24, 2026, and reports that the Shares represent approximately 6.06%–6.1% of the class. The reporting persons state shared voting and dispositive power over the 505,935 shares and clarify that Mr. Tarlow has shared power by virtue of his role with 3i Management.

Netcapital Inc. entered into new financing arrangements, issuing two convertible promissory notes to Vanquish Funding Group Inc. with aggregate principal of $144,550 for a purchase price of $125,000, reflecting an original issue discount of $19,550. These include a Bridge Note with principal of $92,800, a one-time interest charge of 14% (or $12,992), total scheduled payments of $105,792, and maturity on February 28, 2027, and a Promissory Note with principal of $51,750, a one-time interest charge of 12% (or $6,210), ten installments of $5,796 totaling $57,960, and the same maturity date. On April 30, 2026, the company also issued a separate unsecured, non-convertible note to related party Netcapital Systems LLC with principal of $300,000 for gross proceeds of $150,000, bearing interest at 8% and maturing on September 30, 2026. The company plans to use proceeds from these notes for general working capital.

Netcapital Inc. reported a leadership change and a new chief executive employment agreement. The Board terminated Rich Wheeless as Chief Executive Officer on April 12, 2026, and appointed Todd Violette, age 56, as Chief Executive Officer effective April 13, 2026.

Violette’s Employment Agreement provides a 12‑month term starting April 13, 2026, with an annual base salary of $120,000, potential bonuses, and eligibility for stock option grants at the Board’s discretion. The agreement includes standard benefits, termination provisions, and restrictive covenants lasting through employment and for two years afterward. On April 16, 2026, Netcapital issued a press release announcing his appointment.

Rivetz Corp. reports beneficial ownership of 950,000 shares of Netcapital Inc. common stock, representing 12.1% of the class. Rivetz states it has sole voting and sole dispositive power over these shares. The filing notes, verbatim, that the "filing was delayed due to suspended CIK access was granted a few days ago."

Netcapital Inc. notified the SEC it cannot file its Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 within the prescribed time and expects to use the 5-calendar-day extension under Rule 12b-25. The delay is to complete the review of the quarter-end financial statements.

The company disclosed operational results showing a 38% decrease in quarterly revenue to $94,347, higher payroll and consulting costs, and a $500,000 insurance recovery recognized in the period.