UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 – Entry into a Material Definitive Agreement.
On March 26, 2025, 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”). The Note was issued with an original issue discount of $25,040, and the Company received net proceeds of $150,000, after legal and due diligence fees.
The Note bears a one-time interest charge of 12% and matures on January 30, 2026. The Note is repayable in five scheduled monthly payments beginning on September 30, 2025, with a total repayment amount of $203,324. The Company may prepay the Note under certain conditions and at a discount, depending on the timing.
Following an event of default, the Note becomes convertible into shares of the Company’s common stock at a discount to the trading price, subject to limitations. The Note includes customary default provisions, including for non-payment, failure to deliver shares upon conversion, and cessation of operations.
The Company plans to use the proceeds of the Note for general working capital purposes.
The foregoing description is qualified in its entirety by reference to the full text of the Note and Securities Purchase Agreement, which are filed as Exhibits 10.1 and 10.2 hereto.
Item 2.03 Creation of a Direct Financial Obligation.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Promissory Note dated March 26, 2025 | |
| 10.2 | Securities Purchase Agreement dated March 26, 2025 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Netcapital Inc. (Registrant) | ||
| By: | /s/ Martin Kay | |
| Name: | Martin Kay | |
| Title: | Chief Executive Officer | |
| Dated March 31, 2025 | ||
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