---
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"
generated_at: "2026-06-03T07:46:10.522938+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Netcapital issues 681,298 shares to two directors in exchange for canceling $90,204 of debt

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-24-015972
- JSON: https://secwatch.observer/filing/0001493152-24-015972.json
- Plain text: https://secwatch.observer/filing/0001493152-24-015972.txt

## Key facts
- Material Agreements
  Netcapital Inc. entered into Geary Purchase Agreement with Steven Geary valued at $31,680 (effective 2024-04-24).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Steven Geary
  - Value: $31,680
  - Effective: 2024-04-24
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315224015972/0001493152-24-015972-index.htm
- Material Agreements
  Netcapital Inc. entered into Riss Purchase Agreement with Paul Riss valued at $58,524 (effective 2024-04-24).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Paul Riss
  - Value: $58,524
  - Effective: 2024-04-24
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315224015972/0001493152-24-015972-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.