Netcapital closes $402,743 first tranche of $641,937 Hinterland convertible note; 10-K/10-Q delinquent

Netcapital Inc.

First tranche: Hinterland paid $402,743 for a $447,492.22 principal note; total facility up to $641,936.66 principal for $577,743, a $64,193.66 original issue discount.
Note carries a one-time 12% interest charge ($53,699.06 on tranche one), matures 12 months after each funding, and converts at 85% of the lowest traded price over the prior seven trading days.
Secured by a pledge of 3,209,685 KingsCrowd Class A shares; on default Hinterland gains voting rights, can take shares at $0.18 each, and the default amount is multiplied by 150%.
Second $175,000 tranche requires the company to become current on its delinquent FY2026 10-K (April 30, 2026) and 10-Q (July 31, 2026) within 90 days and stay Nasdaq-listed.
Issued 64,387 commitment shares; a 1,603,685-share exchange cap needs shareholder approval at a special meeting within 180 days; Enclave Capital received $17,500 in fees.

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