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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. On June 10, 2026, Netcapital Inc. (the “Company”) closed the transactions contemplated by a Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 9, 2026, with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”). On June 10, 2026, the transaction closed upon the Company’s receipt of the purchase price, and the Company issued and delivered to FirstFire a promissory note dated June 9, 2026…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Unregistered Sales of Equity Securities. The information set forth in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Unregistered Sales of Equity Securities. The information set forth in
Entry into a Material Definitive Agreement. On June 4, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of June 3, 2026 with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”). On June 4, 2026, the transaction closed upon the Company’s receipt of the purchase price, and the Company issued and delivered to Labrys a promissory note dated June 3, 2026 in the principal amount of $145,000 (the “Note”) and a common s…
Entry into a Material Definitive Agreement. On June 5, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement, dated June 4, 2026 (the “Purchase Agreement”), with Vanquish Funding Group Inc., a Virginia corporation (the “Buyer”), pursuant to which the Company issued to the Buyer a promissory note in the principal amount of $182,120 (the “Note”) for a purchase price of $157,000, reflecting an original issue discount of $25,120. The transaction closed and was funded…
Unregistered Sales of Equity Securities. The information set forth in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
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 (“R…
Entry into a Material Definitive Agreement. On May 22, 2026, Netcapital Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Codesharp Corporation, a Canadian corporation (the “Seller”), pursuant to which the Company acquired substantially all of the Seller’s assets related to the NetNudge AI Agent Platform, other than excluded assets. The NetNudge AI Agent Platform is described in the Purchase Agreement as a specialized artificial intelligence infrast…
Unregistered Sales of Equity Securities. The information set forth under
Material Modification to Rights of Security Holders. On May 27, 2026, the Board of Directors of Netcapital Inc. approved the issuance of shares of the Company’s Series A Convertible Preferred Stock in connection with the Company’s acquisition of assets related to the NetNudge AI Agent Platform from Codesharp Corporation. The Series A Convertible Preferred Stock has a par value of $0.001 per share and a stated value of $1.50 per share. The Company agreed to issue 600,000 shares of Series A Con…
Entry into a Material Definitive Agreement. On May 12, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”), pursuant to which the Company issued to Labrys a promissory note in the principal amount of $290,000 (the “Note”) and a common stock purchase warrant to purchase 250,000 shares of the Company’s common stock, par value $0.001 per share, at an initial exercise pri…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Unregistered Sales of Equity Securities. The Securities were offered and sold in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Labrys represented that it is an accredited investor and acquired the Securities for investment purposes. The Company did not use general solicitation or general advertising in connection with the offering. Enclave Capit…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Entry into a Material Definitive Agreement. On April 26, 2026, Netcapital Inc. (the “Company”) entered into two Securities Purchase Agreements with Vanquish Funding Group Inc., a Virginia corporation, pursuant to which the Company issued two promissory notes in the aggregate principal amount of $144,550 for an aggregate purchase price of $125,000, reflecting an aggregate original issue discount of $19,550. The notes consist of: A Bridge Note in the principal amount of $92,800, issued for a pu…
Unregistered Sales of Equity Securities. The Company issued the convertible notes described above in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D thereunder. The notes were offered and sold to an accredited investor, Vanquish Funding Group Inc., for investment purposes without general solicitation. The non-convertible note was also issued pursuant to Section 4(a)(2), in private placements to an accredited in…
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 Apri…
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 installm…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On February 4, 2026, Netcapital Inc. (the “Company”) was notified (the “Notification Letter”) by The Nasdaq Stock Market, LLC (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $…
Unregistered Sales of Equity Securities. The information set forth under Items 1.01 related to the issuance of the Buyer Stock under the Asset Purchase Agreement of this Current Report on Form 8-K is incorporated by reference into this
Other Events. On January 6, 2026, the Company issued a press release announcing the acquisition of the assets of Iverson Design, LLC. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Entry into a Material Definitive Agreement. On January 2, 2026, Netcapital Inc., a Utah corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, Iverson Design, LLC, a Massachusetts limited liability company (the “Seller”), and Michael Iverson, as the Seller’s manager and sole member (collectively, the “Seller Parties”). Pursuant to the Asset Purchase Agreement, the Company acquired substantially all of the Seller’s asset…
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