Netcapital Inc. (NCPL): debt financing — Netcapital enters $181,540 promissory note with conversion rights; net proceeds $150k

Netcapital Inc.

Note principal $181,540 with 12% one-time interest; total repayment $203,324 over 5 months starting Sep 30, 2025.
Net proceeds $150,000 after $25,040 OID and due diligence fees; funds for general working capital.
Upon default, note converts to common stock at 75% of market price after 180 days; initial conversion price $1.00.
Default triggers 150% penalty (200% for certain defaults) and 22% default interest; includes standard default events.
Note matures Jan 30, 2026; prepayment discounts range 96%-98% of outstanding depending on timing.

item 1.01 item 2.03 item 9.01

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 loan of $181,540 with 1800 Diagonal Lending LLC at 12% maturing January 30, 2026.

Instrument: loan
Principal: $181,540
Counterparty: 1800 Diagonal Lending LLC
Rate: 12%
Maturity: January 30, 2026
Event: incurrence

Exact text from the filing

Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC (the “Lender”), pursuant to which the Company issued a promissory note in the principal amount of $181,540 (the “Note”).

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Netcapital Inc. filing history →

Source: SEC EDGAR

accession 0001641172-25-001772

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