{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-24-015972","form_type":"8-K","ticker":"NCPL","cik":"0001414767","company_name":"Netcapital Inc.","filed_at":"2024-04-25T23:59:59+00:00","discovered_at":"2026-05-14T18:03:18.319029+00:00","generated_at":"2026-06-03T07:46:10.522938+00:00","sec_items":["1.01","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Netcapital issues 681,298 shares to two directors in exchange for canceling $90,204 of debt","bullets":["Issued 239,274 shares to director Steven Geary at $0.1324/sh, canceling $31,680 of his outstanding debt.","Issued 442,024 shares to subsidiary director Paul Riss at $0.1324/sh, canceling $58,524 of his debt.","Shares are restricted under Rule 144; company received no cash proceeds.","Transaction priced at Nasdaq Minimum Price per Rule 5635(d); exempt from registration under Section 4(a)(2)/Rule 506."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-24-015972","json":"https://secwatch.observer/filing/0001493152-24-015972.json","markdown":"https://secwatch.observer/filing/0001493152-24-015972.md","text":"https://secwatch.observer/filing/0001493152-24-015972.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1414767/000149315224015972/0001493152-24-015972-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1414767/000149315224015972/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-03T07:46:10.522938+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"a3301e6e66dd088ebb35802d10b103b1ffae4350","claim":"Netcapital Inc. entered into Geary Purchase Agreement with Steven Geary valued at $31,680 (effective 2024-04-24).","evidence_excerpt":"On April 24, 2024, Netcapital Inc. (the “ Company ”) entered into a Stock Purchase Agreement (the “ Geary Purchase Agreement ”) with Steven Geary, a member of the Company’s board of directors for the issuance and sale in a private placement (the “ Private Placement ”) of: 239,274 shares (the “ Geary Shares ”) of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), at a price per share of $0.1324 (which price represents the “Minimum Price” under Nasdaq Rule 5635(d)), in consideration of Mr. Geary’s cancellation of $31,680 of outstanding indebtedness owed to him by the Company.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1414767/000149315224015972/0001493152-24-015972-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Steven Geary"},{"label":"Value","value":"$31,680"},{"label":"Effective","value":"2024-04-24"}],"fact_type":"material_agreement"},{"claim_id":"c6bf0b64fb004e8968e5573c18f3e194b35c144a","claim":"Netcapital Inc. entered into Riss Purchase Agreement with Paul Riss valued at $58,524 (effective 2024-04-24).","evidence_excerpt":"On April 24, 2024, the Company entered into a Stock Purchase Agreement (the “ Riss Purchase Agreement ”) with Paul Riss, a member of the board of directors of Netcapital Funding Portal, Inc. which is a wholly-owned subsidiary of the Company for the issuance and sale in a private placement (the “ Private Placement ”) of: 442,024 shares (the “ Riss Shares ”) of the Company’s common stock, par value $0.001 per share (“ Common Stock ”), at a price per share of $0.1324 (which price represents the “Minimum Price” under Nasdaq Rule 5635(d)), in consideration of Mr. Riss’ cancellation of $58,524 of outstanding indebtedness owed to him by the Company.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1414767/000149315224015972/0001493152-24-015972-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Paul Riss"},{"label":"Value","value":"$58,524"},{"label":"Effective","value":"2024-04-24"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}