{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-028135","form_type":"8-K","ticker":"NCPL","cik":"0001414767","company_name":"Netcapital Inc.","filed_at":"2026-06-10T21:00:17+00:00","discovered_at":"2026-06-10T21:02:00.235609+00:00","generated_at":"2026-06-10T21:04:07.511391+00:00","sec_items":["1.01","2.03","3.02","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.55,"calibrated_materiality_score":0.55,"confidence":"high","headline":"Netcapital issues $145K convertible note and warrant to Labrys Fund II","bullets":["Issued $145,000 promissory note (OID $20,000) and warrant to purchase 125,000 shares at $0.50 per share.","Net cash proceeds of $111,250 after legal fees, due diligence costs, and placement agent fees.","Note matures June 3, 2027; amortization starts Dec 3, 2026 with initial payment of $81,200.","Conversion price set at 75% of lowest closing bid price over 10 trading days (floor $0.10 per share).","Company must seek shareholder approval under Nasdaq Rule 5635(d) within 180 days; share issuance cap of 1,569,579 shares."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-028135","json":"https://secwatch.observer/filing/0001493152-26-028135.json","markdown":"https://secwatch.observer/filing/0001493152-26-028135.md","text":"https://secwatch.observer/filing/0001493152-26-028135.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/0001493152-26-028135-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-10T21:04:07.511391+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"894e58131078ea797ee96bda3ed27eb9b6e2716c","claim":"Netcapital Inc. incurred loan of $145,000 with Labrys Fund II, L.P. at 12% of the principal amount, or $17,400, earned in full as of June 3, 2026 maturing June 3, 2027.","evidence_excerpt":"On June 4, 2026, the transaction closed upon the Company’s receipt of the purchase price, and the Company issued and delivered to Labrys a promissory note dated June 3, 2026 in the principal amount of $145,000 (the “Note”)","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/0001493152-26-028135-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"loan"},{"label":"Principal","value":"$145,000"},{"label":"Counterparty","value":"Labrys Fund II, L.P."},{"label":"Rate","value":"12% of the principal amount, or $17,400, earned in full as of June 3, 2026"},{"label":"Maturity","value":"June 3, 2027"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"35937020e9e1a9d2f3867f1b52ba9d8856da8a78","claim":"Netcapital Inc. issued convertible note to Labrys Fund II, L.P. for $125,000 purchase price.","evidence_excerpt":"and delivered to Labrys a promissory note dated June 3, 2026 in the principal amount of $145,000 (the “Note”) and a common stock purchase warrant dated June 3, 2026 to purchase 125,000 shares of the Company’s common stock, par value $0.001 per share, at an initial exercise price of $0.50 per share (the “Warrant,” and together with the Note, the shares issuable","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/0001493152-26-028135-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"},{"label":"Purchaser","value":"Labrys Fund II, L.P."},{"label":"Consideration","value":"$125,000 purchase price"}],"fact_type":"equity_issuance"},{"claim_id":"a8d47b8ce1371a94b674f603cda0390e836b888b","claim":"Netcapital Inc. issued 125,000 shares of common stock of warrant to Labrys Fund II, L.P..","evidence_excerpt":"and a common stock purchase warrant dated June 3, 2026 to purchase 125,000 shares of the Company’s common stock, par value $0.001 per share, at an initial exercise price of $0.50 per share","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/0001493152-26-028135-index.htm","confidence":0.9,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"125,000 shares of common stock"},{"label":"Purchaser","value":"Labrys Fund II, L.P."}],"fact_type":"equity_issuance"},{"claim_id":"a1f17614261cff2ab1779218fdf12d2680922aad","claim":"Netcapital Inc. entered into Securities Purchase Agreement and related Promissory Note and Warrant with Labrys Fund II, L.P. valued at $145,000 principal promissory note, $125,000 purchase price, $111,250 net proceeds received, warrant (effective 2026-06-04).","evidence_excerpt":"On June 4, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of June 3, 2026 with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”). On June 4, 2026, the transaction closed upon the Company’s receipt of the purchase price, and the Company issued and delivered to Labrys a promissory note dated June 3, 2026 in the principal amount of $145,000 (the “Note”) and a common stock purchase warrant dated June 3, 2026 to purchase 125,000 shares of the Company’s common stock, par value $0.001 per share, at an initial exercise price of $0.50 per share (the “Warrant,” and together with the Note, the shares issuable upon conversion of the Note and the shares issuable upon exercise of the Warrant, the “Securities”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/0001493152-26-028135-index.htm","confidence":0.99,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Labrys Fund II, L.P."},{"label":"Value","value":"$145,000 principal promissory note, $125,000 purchase price, $111,250 net proceeds received, warrant"},{"label":"Effective","value":"2026-06-04"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}