---
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"
generated_at: "2026-06-10T21:04:07.511391+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Netcapital issues $145K convertible note and warrant to Labrys Fund II

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-028135
- JSON: https://secwatch.observer/filing/0001493152-26-028135.json
- Plain text: https://secwatch.observer/filing/0001493152-26-028135.txt

## Key facts
- Debt Financings
  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.
  - Instrument: loan
  - Principal: $145,000
  - Counterparty: Labrys Fund II, L.P.
  - Rate: 12% of the principal amount, or $17,400, earned in full as of June 3, 2026
  - Maturity: June 3, 2027
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/0001493152-26-028135-index.htm
- Equity Issuances
  Netcapital Inc. issued convertible note to Labrys Fund II, L.P. for $125,000 purchase price.
  - Security: convertible note
  - Purchaser: Labrys Fund II, L.P.
  - Consideration: $125,000 purchase price
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/0001493152-26-028135-index.htm
- Equity Issuances
  Netcapital Inc. issued 125,000 shares of common stock of warrant to Labrys Fund II, L.P..
  - Security: warrant
  - Shares: 125,000 shares of common stock
  - Purchaser: Labrys Fund II, L.P.
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/0001493152-26-028135-index.htm
- Material Agreements
  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).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Labrys Fund II, L.P.
  - Value: $145,000 principal promissory note, $125,000 purchase price, $111,250 net proceeds received, warrant
  - Effective: 2026-06-04
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315226028135/0001493152-26-028135-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.