Netcapital Inc. Form 8-K Filing

On April 26, 2026, Netcapital Inc. entered into two Securities Purchase Agreements with Vanquish Funding Group Inc., issuing two promissory notes totaling $144,550 in principal. These notes were sold for an aggregate purchase price of $125,000, reflecting an original issue discount of $19,550. The first is a Bridge Note of $92,800 principal, issued for $80,000, with a 14% interest charge, payable in five installments, maturing on February 28, 2027. The second is a Promissory Note of $51,750 principal, issued for $45,000, with a 12% interest charge, payable in ten monthly installments, also maturing on February 28, 2027. Both notes have a default interest rate of 22% and include customary events of default. Additionally, on April 30, 2026, the Company issued an unsecured, non-convertible promissory note of $300,000 principal to Netcapital Systems LLC for $150,000, with an 8% annual interest rate, maturing September 30, 2026. Proceeds from all notes were used for general working capital.