Netcapital Inc. (NCPL): debt financing — Netcapital issues $290K convertible note and warrants to Labrys Fund II in private placement

Netcapital Inc.

Issued $290,000 convertible note to Labrys Fund II for $250,000 purchase price ($40,000 OID); note matures May 12, 2027.
Note bears 12% flat interest ($34,800), amortization payments begin Nov 12, 2026, conversion at 75% of lowest bid over 10 days (floor $0.10).
Issued warrant to purchase 250,000 shares at $0.50/share, exercisable Nov 12, 2026 to May 12, 2029, with cashless exercise provision.
Net proceeds of approximately $224,500 after fees and costs for working capital and business development.
Event of default if registration statement not filed within 60 days or effective within 120 days of issue date.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.98

Netcapital Inc. incurred loan of $290,000 with Labrys Fund II, L.P. at 12% of the principal amount, or $34,800 maturing May 12, 2027.

Instrument: loan
Principal: $290,000
Counterparty: Labrys Fund II, L.P.
Rate: 12% of the principal amount, or $34,800
Maturity: May 12, 2027
Event: incurrence

Exact text from the filing

On May 12, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”), pursuant to which the Company issued to Labrys a promissory note in the principal amount of $290,000 (the “Note”)

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

Netcapital Inc. entered into Securities Purchase Agreement with Labrys Fund II, L.P. valued at $290,000 (effective 2026-05-12).

Action: entry
Agreement: equity purchase
Counterparty: Labrys Fund II, L.P.
Value: $290,000
Effective: 2026-05-12

Exact text from the filing

On May 12, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”), pursuant to which the Company issued to Labrys a promissory note in the principal amount of $290,000

View on SEC.gov

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Netcapital Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-024229

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