Netcapital signs non-binding LOI to acquire Resmac mortgage banking assets for $5M in subsidiary preferred stock

Netcapital Inc.

Total acquisition value $5M, payable solely via 2.5M shares of SD Holdco Series A Convertible Preferred Stock at $2 stated value; no cash consideration.
Earnout: up to 1M additional preferred shares if Resmac achieves $10M cumulative GAAP revenue in 24 months; up to 500k shares if SD Holdco completes $10M+ S-1 offering.
Netcapital plans to spin out SD Holdco as a separate public company via dividend to NCPL shareholders after closing.
Closing subject to HUD approval, state license transfers, due diligence, termination of ECGI agreement, and board approval; 90-day exclusivity with $250k breach penalty.
Discloses related party: CEO Todd Violette's affiliate VUVU Ventures holds ~$250k investment in ECGI Holdings, which has an agreement with RezyFi that must be terminated.

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