NCPLW · Netcapital Inc.

Netcapital Inc. entered into multiple financing transactions in late April 2026, raising a total of $275,000 in gross proceeds through the issuance of $444,550 in aggregate principal amount of promissory notes. The transactions include two Securities Purchase Agreements with Vanquish Funding Group Inc. for a Bridge Note ($92,800 principal, $80,000 purchase price) and a Promissory Note ($51,750 principal, $45,000 purchase price), both dated April 24, 2026. Additionally, on April 30, 2026, the company issued a $300,000 non-convertible promissory note to Netcapital Systems LLC, a related party, for $150,000 in proceeds, reflecting a 50% original issue discount. The notes carry interest rates ranging from 8% to 14%, with default interest rates of 20% to 22%. The Bridge Note and Promissory Note mature on February 28, 2027, while the non-convertible note matures on September 30, 2026. Proceeds are designated for general working capital. The securities were issued in reliance on exemptions under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D, to accredited investors without general solicitation. These transactions significantly increase the company's debt burden and include cross-default provisions, which may heighten financial risk. The related-party nature of the $300,000 note raises governance considerations.