---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-028158"
form_type: "8-K"
ticker: "NCPL"
cik: "0001414767"
company_name: "Netcapital Inc."
filed_at: "2026-06-10T21:14:17+00:00"
generated_at: "2026-06-10T21:16:26.701188+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# Netcapital issues $182K note with 13% interest to Vanquish Funding, convertible at 65% discount on default

## Summary
- Issued $182,120 promissory note to Vanquish Funding for $157,000 (13% OID); net proceeds $150,000 after $7,000 expenses.
- Note matures March 30, 2027; 13% one-time interest; five payments totaling $205,795 starting Nov 30, 2026.
- Upon default, conversion price set at 65% of lowest 20-day trading price, floor $1.00 per share for first six months.
- Default triggers acceleration at 150% of outstanding (200% if conversion share delivery fails); 22% default interest.
- Proceeds used for general working capital; note issued in private placement under Section 4(a)(2).

## SEC filing metadata
- accession: 0001493152-26-028158
- form_type: 8-K
- ticker: NCPL
- cik: 0001414767
- company_name: Netcapital Inc.
- filed_at: 2026-06-10T21:14:17+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/1414767/000149315226028158/0001493152-26-028158-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1414767/000149315226028158/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-028158
- JSON: https://secwatch.observer/filing/0001493152-26-028158.json
- Plain text: https://secwatch.observer/filing/0001493152-26-028158.txt

## Key facts
- Debt Financings
  Netcapital Inc. incurred loan of $182,120 with Vanquish Funding Group Inc. at 13% maturing March 30, 2027.
  - Instrument: loan
  - Principal: $182,120
  - Counterparty: Vanquish Funding Group Inc.
  - Rate: 13%
  - Maturity: March 30, 2027
  - Event: incurrence
  source text: On June 5, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement, dated June 4, 2026 (the “Purchase Agreement”), with Vanquish Funding Group Inc., a Virginia corporation (the “Buyer”), pursuant to which the Company issued to the Buyer a promissory note in the principal amount of $182,120 (the “Note”) for a purchase price of $157,000, reflecting an original issue discount of $25,120.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315226028158/0001493152-26-028158-index.htm
- Equity Issuances
  Netcapital Inc. issued convertible note to Vanquish Funding Group Inc. for purchase price of $157,000.
  - Security: convertible note
  - Purchaser: Vanquish Funding Group Inc.
  - Consideration: purchase price of $157,000
  source text: On June 5, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement, dated June 4, 2026 (the “Purchase Agreement”), with Vanquish Funding Group Inc., a Virginia corporation (the “Buyer”), pursuant to which the Company issued to the Buyer a promissory note in the principal amount of $182,120 (the “Note”) for a purchase price of $157,000
  evidence_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315226028158/0001493152-26-028158-index.htm
- Material Agreements
  Netcapital Inc. entered into Securities Purchase Agreement with Vanquish Funding Group Inc. valued at $182,120 (effective 2026-06-05).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Vanquish Funding Group Inc.
  - Value: $182,120
  - Effective: 2026-06-05
  source text: On June 5, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement, dated June 4, 2026 (the “Purchase Agreement”), with Vanquish Funding Group Inc., a Virginia corporation (the “Buyer”), pursuant to which the Company issued to the Buyer a promissory note in the principal amount of $182,120 (the “Note”) for a purchase price of $157,000, reflecting an original issue discount of $25,120.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1414767/000149315226028158/0001493152-26-028158-index.htm

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