Netcapital Inc SEC Filings

Netcapital Inc. entered into a financing deal with FirstFire Global Opportunities Fund involving a convertible promissory note and a stock purchase warrant. The Company issued a $290,000 unsecured note for a purchase price of $250,000, reflecting a $40,000 original issue discount, and received net cash proceeds of $224,500 after fees.

The note carries a one-time 12% interest charge, matures on June 9, 2027, and requires an initial amortization payment of $162,400 on December 9, 2026 followed by five monthly payments of $27,066.66. After certain triggers, the holder may convert the note at 75% of the lowest closing bid price over the prior ten trading days, subject to a $0.10 floor before default.

Netcapital also issued a warrant to purchase 250,000 common shares at $0.50 per share through June 9, 2029, with cashless exercise if resale registration is unavailable. Both the note and warrant include beneficial ownership limits of 4.99%, adjustable up to 9.99%, and total issuable shares are capped at 1,569,579 absent shareholder approval under Nasdaq Rule 5635(d).

Netcapital Inc. entered into a Securities Purchase Agreement with Vanquish Funding Group Inc., issuing a promissory note with a principal amount of $182,120 for a purchase price of $157,000. After reimbursing $7,000 of buyer expenses, the company received net proceeds of $150,000 for general working capital.

The note carries a one-time interest charge of 13% and requires total payments of $205,795 through five installments ending on March 30, 2027, with a five-day grace period for each payment. If an event of default occurs, the note becomes immediately due at 150% of outstanding amounts, rising to 200% after certain additional defaults, and unpaid sums accrue default interest at 22% per year.

Following a default, the buyer may convert all or part of the outstanding amount into common stock at 65% of the lowest trading price over the prior 20 trading days, subject to a minimum conversion price of $1.00 per share during the first six months and a 4.99% beneficial ownership limitation. The note was issued in a private placement under Section 4(a)(2) without an underwriter or general solicitation.

Netcapital Inc. entered into a Securities Purchase Agreement with Vanquish Funding Group Inc., issuing a promissory note with a principal amount of $182,120 for a purchase price of $157,000. After reimbursing $7,000 of buyer expenses, the company received net proceeds of $150,000 for general working capital.

The note carries a one-time interest charge of 13% and requires total payments of $205,795 through five installments ending on March 30, 2027, with a five-day grace period for each payment. If an event of default occurs, the note becomes immediately due at 150% of outstanding amounts, rising to 200% after certain additional defaults, and unpaid sums accrue default interest at 22% per year.

Following a default, the buyer may convert all or part of the outstanding amount into common stock at 65% of the lowest trading price over the prior 20 trading days, subject to a minimum conversion price of $1.00 per share during the first six months and a 4.99% beneficial ownership limitation. The note was issued in a private placement under Section 4(a)(2) without an underwriter or general solicitation.

Netcapital Inc. entered a financing deal with Labrys Fund II, L.P., issuing a $145,000 unsecured convertible promissory note and a warrant for 125,000 common shares at $0.50 per share. After original issue discount and fees, the company received $111,250 in net cash proceeds.

The note carries a one-time 12% interest charge ($17,400), matures on June 3, 2027, and requires an initial amortization payment of $81,200 on December 3, 2026, followed by five monthly payments of $13,533.33. It is convertible at the holder’s option after specified triggers at a price equal to 75% of the lowest closing bid over the prior ten trading days, with a $0.10 floor that falls away after an event of default.

The warrant is exercisable from December 3, 2026 until June 3, 2029 and, if no effective resale registration is available, may be exercised on a cashless basis. Both the note and warrant include 4.99% beneficial ownership limits, adjustable up to 9.99%. Total shares issuable under the instruments are capped at 1,569,579 shares unless shareholders approve more under Nasdaq Rule 5635(d). Extensive registration, listing, covenant and shareholder approval failures are defined as events of default, which can accelerate the note at 150% of outstanding amounts plus interest and costs.

Netcapital Inc. entered a financing deal with Labrys Fund II, L.P., issuing a $145,000 unsecured convertible promissory note and a warrant for 125,000 common shares at $0.50 per share. After original issue discount and fees, the company received $111,250 in net cash proceeds.

The note carries a one-time 12% interest charge ($17,400), matures on June 3, 2027, and requires an initial amortization payment of $81,200 on December 3, 2026, followed by five monthly payments of $13,533.33. It is convertible at the holder’s option after specified triggers at a price equal to 75% of the lowest closing bid over the prior ten trading days, with a $0.10 floor that falls away after an event of default.

The warrant is exercisable from December 3, 2026 until June 3, 2029 and, if no effective resale registration is available, may be exercised on a cashless basis. Both the note and warrant include 4.99% beneficial ownership limits, adjustable up to 9.99%. Total shares issuable under the instruments are capped at 1,569,579 shares unless shareholders approve more under Nasdaq Rule 5635(d). Extensive registration, listing, covenant and shareholder approval failures are defined as events of default, which can accelerate the note at 150% of outstanding amounts plus interest and costs.

Netcapital Inc. CEO Todd A. Violette has filed an initial insider ownership report on Form 3. This filing identifies Violette as an officer of the company with the title of CEO. The data provided shows no insider buy, sell, or other reportable transactions in this Form 3.

Netcapital Inc. CEO Todd A. Violette has filed an initial insider ownership report on Form 3. This filing identifies Violette as an officer of the company with the title of CEO. The data provided shows no insider buy, sell, or other reportable transactions in this Form 3.

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. 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. 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. 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. 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.

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."

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."