Netcapital Inc.

8-K · form8-k.htm

0001414767

 2026-06-04
 2026-06-04

 0001414767

 NCPL:CommonStock0.001ParValuePerShareMember

 2026-06-04
 2026-06-04

 0001414767

 NCPL:WarrantsExercisableForOneShareOfCommonStockMember

 2026-06-04
 2026-06-04

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

  

 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 4, 2026

  

 NETCAPITAL
INC.

 (Exact
name of registrant as specified in its 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:

  

 ☐
 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 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.

  

 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 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 stock purchase warrant dated June 3, 2026 to purchase
125,000 shares of the Company’s common stock, par value $0.001 per share, at an initial exercise price of $0.50 per share (the
“Warrant,” and together with the Note, the shares issuable upon conversion of the Note and the shares issuable upon exercise
of the Warrant, the “Securities”).

  

 Labrys
previously entered into a separate securities purchase agreement with the Company dated May 12, 2026, pursuant to which the Company issued
Labrys a promissory note in the principal amount of $290,000 and a warrant to purchase 250,000 shares of the Company’s common stock.

  

 The
Note was issued for a purchase price of $125,000 and reflects an original issue discount of $20,000. At the closing, Labrys withheld
$4,000 from the purchase price to cover Labrys’ legal fees, $1,000 to be paid to Labrys II Management, LLC to cover due diligence
costs, and $8,750 to cover fees owed by the Company to Enclave Capital LLC, a registered broker-dealer acting as placement agent. Accordingly,
the Company received net cash proceeds of $111,250.

  

 The
Note includes a one-time interest charge of 12% of the principal amount, or $17,400, earned in full as of June 3, 2026. The Note is an
unsecured obligation of the Company and matures on June 3, 2027.

  

 The
Company is required to make amortization payments beginning December 3, 2026, consisting of an initial payment of $81,200, followed by
five payments of $13,533.33 on January 3, 2027, February 3, 2027, March 3, 2027, April 3, 2027 and May 3, 2027, with all remaining outstanding
amounts due on June 3, 2027. Each amortization payment first reduces accrued and unpaid interest and then reduces the outstanding principal
balance of the Note.

  

 The
Note may be prepaid at any time before the 181st calendar day following June 3, 2026 upon three trading days’ prior written notice
to the holder. The required prepayment amount equals the applicable prepayment percentage multiplied by the then-outstanding principal
amount plus the applicable prepayment percentage multiplied by accrued and unpaid interest: 96% during the period beginning on June 3,
2026 and ending 90 calendar days thereafter, 97% during the period beginning 91 calendar days after June 3, 2026 and ending 150 calendar
days thereafter, and 98% during the period beginning 151 calendar days after June 3, 2026 and ending 180 calendar days thereafter. Amounts
not paid when due bear default interest at the lesser of 22% per annum and the maximum amount permitted by law.

  

 The
Note becomes convertible at the holder’s option upon the earliest of (i) the Company’s failure to pay an amortization payment
when due, (ii) the date that is 180 calendar days after June 3, 2026, or (iii) the date that any conversion shares are registered for
resale pursuant to a registration statement or prospectus filed by the Company. The conversion price is 75% of the lowest closing bid
price of the Company’s common stock during the ten trading days immediately preceding the applicable conversion date, subject to
a floor price of $0.10 per share. The floor price does not apply on or after an event of default. The Note contains a 4.99% beneficial
ownership limitation, which the holder may increase or decrease upon notice to the Company, provided that the limitation may not exceed
9.99% and an increase is not effective until the 61st day after notice.

  

 The
Warrant is exercisable beginning December 3, 2026 and expires at 5:00 p.m., New York City time, on June 3, 2029. The exercise price is
$0.50 per share, subject to adjustment for stock dividends, stock splits, combinations, reclassifications and similar events. If, at
the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available
for, the resale of the warrant shares by the holder, the Warrant may be exercised on a cashless basis. The Warrant contains a 4.99% beneficial
ownership limitation, which may be increased or decreased upon notice to the Company, subject to a maximum of 9.99% and a 61-day delay
for any increase.

  

 - 2 -

  

  

 Under
the transaction documents, the aggregate number of shares of common stock that may be issued under the Note and the Warrant is limited
to 1,569,579 shares unless shareholder approval is obtained, subject to adjustment and the other provisions of the transaction documents.
The Purchase Agreement requires the Company to seek shareholder approval in accordance with Nasdaq Rule 5635(d) no later than 180 calendar
days after June 3, 2026.

  

 The
Purchase Agreement provides that the Company will use the proceeds for business development and general working capital, subject to specified
restrictions. The Purchase Agreement and the Note contain customary and transaction-specific covenants, including transfer agent instructions,
legal counsel opinion provisions, public information covenants, piggy-back registration rights, a requirement to purchase directors’
and officers’ insurance within 60 calendar days after closing, restrictions on certain capital stock distributions and asset sales,
and registration-statement-related default provisions.

  

 The
Note provides that an event of default occurs if the Company fails to file a registration statement covering the holder’s resale
of all conversion shares and warrant shares within 60 calendar days after June 3, 2026, fails to cause the registration statement to
become effective within 120 calendar days after June 3, 2026, fails to keep the registration statement effective, or fails to amend or
file a new registration statement if there are no longer sufficient shares registered for resale.

  

 The
Note contains events of default including, without limitation, payment defaults, breach of covenants, breach of representations and warranties,
failure to deliver conversion shares, bankruptcy or insolvency events, cessation of operations, failure to maintain material assets,
transfer-agent-related defaults, transmission of material non-public information not cured by a same-day Form 8-K, unavailability of
Rule 144, delisting, trading suspension or failure to be listed or quoted on a principal market, failure to pay an amortization payment,
failure to obtain required shareholder approval within 180 calendar days after June 3, 2026, and registration statement failures. Upon
an event of default, the Note becomes immediately due and payable in an amount equal to the then-outstanding principal amount plus accrued
interest, including default interest, multiplied by 150%, plus costs of collection. The holder may, in its sole discretion, convert all
or any portion of the Note, including the default amount, into common stock pursuant to the terms of the Note.

  

 The
foregoing descriptions of the Purchase Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety
by reference to the full text of the Purchase Agreement, the Note and the Warrant, which are filed as exhibits to this Current Report
on Form 8-K and incorporated herein by reference.

  

 Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

  

 The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

  

 Item
3.02 Unregistered Sales of Equity Securities.

  

 The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

  

 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. 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 Capital LLC acted
as placement agent in connection with the transaction, and $8,750 was withheld from the purchase price to cover fees owed by the Company
to the placement agent.

  

 Item
9.01 Financial Statements and Exhibits.

  

 (d)
Exhibits.

  

 Exhibit
 No.
  
 Description

 4.1
  
 Convertible Promissory Note, dated June 3, 2026, issued by Netcapital Inc. to Labrys Fund II, L.P.

 4.2
  
 Common Stock Purchase Warrant, dated June 3, 2026, issued by Netcapital Inc. to Labrys Fund II, L.P.

 10.1
  
 Securities Purchase Agreement, dated June 3, 2026, by and between Netcapital Inc. and Labrys Fund II, L.P.

 104
  
 Cover
 Page Interactive Data File (embedded within the Inline XBRL document).

  

 - 3 -

  

  

 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 hereunto duly authorized.

  

  
 NETCAPITAL INC.

  
 (Registrant)

  
  

  
 By:
 /s/
 Todd Violette

  
 Name:
 Todd
 Violette

  
 Title:
 Chief
 Executive Officer

  

 Dated:
June 10, 2026

  

 - 4 -