8-K filed May 1, 2026, 7:59 PM ET ticker NCPL CIK 0001414767

debt confidence high sentiment negative materiality 0.55

Netcapital raises $275K via convertible notes and related-party note for working capital

Netcapital Inc.

Two convertible notes issued to Vanquish Funding for $144,550 aggregate principal, purchase price $125,000 (OID $19,550).
Bridge note: $92,800 principal, 14% interest, matures Feb 2027; Promissory note: $51,750, 12% interest, matures Feb 2027.
Also issued $300,000 non-convertible note to related party Netcapital Systems LLC for $150,000 (50% OID), 8% interest, matures Sep 2026.
Notes are unregistered, sold under Section 4(a)(2) and Regulation D; proceeds used for general working capital.
Default interest at 22% (convertible notes) and 20% (related-party note); notes prepayable without penalty.

item 1.01 item 2.03 item 3.02 item 9.01

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001493152-26-020888
form_type: 8-K
ticker: NCPL
cik: 0001414767
company_name: Netcapital Inc.
filed_at: 2026-05-01T23:59:59+00:00
discovered_at: 2026-05-14T18:02:32.256032+00:00
generated_at: 2026-05-15T00:16:59.701429+00:00
sec_items: ["1.01", "2.03", "3.02", "9.01"]
event_type: debt
sentiment: negative
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: high
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text_url: https://secwatch.observer/filing/0001493152-26-020888.txt
edgar_index_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315226020888/0001493152-26-020888-index.htm
edgar_primary_document_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315226020888/form8-k.htm
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Source-grounded claims

d64da7e9c58d7c3710e8007103f917c1857c908e

Netcapital Inc. incurred loan of $300,000 with Netcapital Systems LLC at 8% per annum maturing September 30, 2026.

On April 30, 2026, the Company also issued one unsecured, non-convertible promissory note in the total principal amount of $300,000, for gross proceeds of $150,000, reflecting a 50% original issue discount.

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

eff5ffcd1b79004d336b9b12a40b7724367c03b3

Netcapital Inc. incurred loan of $144,550 with Vanquish Funding Group Inc. at 14% maturing February 28, 2027.

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.

SEC 8-K Item 2.03/2.04 confidence 0.9 SEC evidence

66df8a2c1a6bd5510eda5c453bd54ee20e791422

Netcapital Inc. entered into Securities Purchase Agreements with Vanquish Funding Group Inc. valued at aggregate principal amount of $144,550 (effective 2026-04-26).

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.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

aad6b7e97399453b3db0e9f30f5610f373d4d1de

Netcapital Inc. entered into a credit facility with Netcapital Systems LLC valued at total principal amount of $300,000 (effective 2026-04-30).

On April 30, 2026, the Company also issued one unsecured, non-convertible promissory note in the total principal amount of $300,000, for gross proceeds of $150,000, reflecting a 50% original issue discount.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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