Netcapital acquires NetNudge AI Agent Platform assets from Codesharp for up to 1.2M Series A Preferred shares

Netcapital Inc.

Consideration: 600,000 Series A Preferred shares at closing ($900K stated value); up to 600,000 more if $3M cumulative GAAP revenue earned in 3 years.
Initial Preferred shares have 2.5 votes each; milestone shares non-voting. Convertible into common only at company's election.
Liquidation preference of $1.50 per share; no cumulative dividends; participates in common dividends on as-converted basis.
John Fanning Sr. (spouse of CFO) advised NetNudge; no separate consideration. NetNudge is early-stage, no customer/supplier contracts acquired.

item 1.01 item 3.02 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

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

Netcapital Inc. issued preferred stock.

Security: preferred stock

Exact text from the filing

On May 27, 2026, the Board of Directors of Netcapital Inc. approved the issuance of shares of the Company’s Series A Convertible Preferred Stock in connection with the Company’s acquisition of assets related to the NetNudge AI Agent Platform from Codesharp Corporation.

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

Netcapital Inc. issued up to an additional 600,000 shares of Series A Convertible Preferred Stock of preferred stock to Codesharp Corporation for $1,800,000 maximum aggregate stated value.

Security: preferred stock
Shares: up to an additional 600,000 shares of Series A Convertible Preferred Stock
Purchaser: Codesharp Corporation
Consideration: $1,800,000 maximum aggregate stated value

Exact text from the filing

Accordingly, the initial stated value of the consideration is $900,000, and the maximum stated value of the Series A Convertible Preferred Stock issuable in the transaction is $1,800,000. The securities were issued in a transaction not registered under the Securities Act of 1933, as amended (the “Securities Act”). The Company relied on the exemption from

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

Netcapital Inc. issued 600,000 shares of Series A Convertible Preferred Stock of preferred stock to Codesharp Corporation for $900,000 initial stated value.

Security: preferred stock
Shares: 600,000 shares of Series A Convertible Preferred Stock
Purchaser: Codesharp Corporation
Consideration: $900,000 initial stated value

Exact text from the filing

in Item 1.01 is achieved. Each share of Series A Convertible Preferred Stock has a stated value of $1.50 per share. Accordingly, the initial stated value of the consideration is $900,000, and the maximum stated value of the Series A Convertible Preferred Stock issuable in the transaction is $1,800,000. The securities were issued in a transaction not registered

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

Netcapital Inc. entered into Asset Purchase Agreement with Codesharp Corporation (effective 2026-05-22).

Action: entry
Agreement: asset purchase
Counterparty: Codesharp Corporation
Effective: 2026-05-22

Exact text from the filing

On May 22, 2026, Netcapital Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Codesharp Corporation, a Canadian corporation (the “Seller”), pursuant to which the Company acquired substantially all of the Seller’s assets related to the NetNudge AI Agent Platform, other than excluded assets.

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Netcapital Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-025607

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