Netcapital Inc. (NCPL): debt financing — 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

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

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

Instrument: loan
Principal: $300,000
Counterparty: Netcapital Systems LLC
Rate: 8% per annum
Maturity: September 30, 2026
Event: incurrence

Exact text from the filing

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.

View on SEC.gov

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

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

Instrument: loan
Principal: $144,550
Counterparty: Vanquish Funding Group Inc.
Rate: 14%
Maturity: February 28, 2027
Event: incurrence

Exact text from the filing

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.

View on SEC.gov

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Netcapital Inc. issued convertible note to Vanquish Funding Group Inc. for aggregate purchase price of $125,000.

Security: convertible note
Purchaser: Vanquish Funding Group Inc.
Consideration: aggregate purchase price of $125,000

Exact text from the filing

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.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

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

Action: entry
Agreement: credit facility
Counterparty: Vanquish Funding Group Inc.
Value: aggregate principal amount of $144,550
Effective: 2026-04-26

Exact text from the filing

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.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

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

Action: entry
Agreement: credit facility
Counterparty: Netcapital Systems LLC
Value: total principal amount of $300,000
Effective: 2026-04-30

Exact text from the filing

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.

View on SEC.gov

41 debt financings filed in the last 30 days. Browse all debt financings →

Netcapital Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-020888

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