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.

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