Netcapital Inc. Form 8-K Filing

On June 10, 2026, Netcapital Inc. (the "Company") closed a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC, receiving $290,000 in principal through a promissory note and a warrant to purchase 250,000 shares of common stock. The note, with an original issue discount of $40,000, matures in twelve months and includes a one-time interest charge of 12%. Amortization payments are scheduled to begin in December 2026. The note is convertible into common stock under certain conditions, including a floor price of $0.10 per share, and is subject to a 4.99% beneficial ownership limitation. The warrant is exercisable starting December 9, 2026, with an exercise price of $0.50 per share. The company received net proceeds of $224,500 after fees. The Purchase Agreement requires a shareholder meeting to approve certain issuances, as mandated by Nasdaq rules. Proceeds are designated for business development and general working capital. The filing also details events of default, including payment failures, breach of covenants, and registration statement failures, which could lead to accelerated repayment with a 150% penalty. The Securities were sold in a private placement under Section 4(a)(2) of the Securities Act.