Netcapital Inc. (NCPL): debt financing — Netcapital issues $290K convertible note and warrants to FirstFire, netting $224.5K

Netcapital Inc.

Issued $290K promissory note to FirstFire with $40K OID; net proceeds $224.5K after fees.
Note carries 12% interest, amortization starts Dec 2026, convertible at 75% of VWAP (floor $0.10).
Issued warrant to purchase 250K shares at $0.50/share, exercisable from Dec 2026 to June 2029.
Share issuance limited to 1,569,579 shares unless shareholder approval obtained; meeting required within 180 days.
Note includes prepayment discounts (96%-98% of outstanding) and default triggers including registration failures.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Netcapital Inc. incurred convertible notes of $290,000 with FirstFire Global Opportunities Fund, LLC at 12% of the principal amount maturing June 9, 2027.

Instrument: convertible notes
Principal: $290,000
Counterparty: FirstFire Global Opportunities Fund, LLC
Rate: 12% of the principal amount
Maturity: June 9, 2027
Event: incurrence

Exact text from the filing

the Company issued and delivered to FirstFire a promissory note dated June 9, 2026 in the principal amount of $290,000 (the “Note”)

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

Netcapital Inc. entered into Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC valued at $290,000 (effective 2026-06-09).

Action: entry
Agreement: equity purchase
Counterparty: FirstFire Global Opportunities Fund, LLC
Value: $290,000
Effective: 2026-06-09

Exact text from the filing

On June 10, 2026, Netcapital Inc. (the “Company”) closed the transactions contemplated by a Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 9, 2026, with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”).

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296 debt financings filed in the last 30 days. Browse all debt financings →

Netcapital Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-028887

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