{"url_path":"/sec/ncpl/8-k/2026-06-04/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1414767/0001493152-26-027205-index.html","accession_number":"0001493152-26-027205","cik":"0001414767","ticker":"NCPL","issuer_name":"Netcapital Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1414767/0001493152-26-027205-index.html","primary_entity_key":"0001414767","primary_entity_name":"Netcapital Inc."},"word_count":1475,"has_tables":true,"body_markdown":"**Item\n1.01 – Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 31, 2026, Netcapital Inc. (the “Company”) entered into a non-binding letter of intent, dated May 30, 2026 (the “LOI”),\nwith RezyFi, Inc., a Florida corporation (“RezyFi” or the “Seller”), regarding the proposed acquisition by a\nnewly formed wholly owned South Dakota subsidiary of the Company (“SD Holdco”) of substantially all of the assets and assumed\nliabilities of Resmac, Inc., a Florida corporation and wholly owned subsidiary of RezyFi (“Resmac”). The proposed\ntransaction remains subject to due diligence, regulatory approvals, board approval, execution of a definitive agreement, and other closing\nconditions. Except for Sections 6, 7, and 8 of the LOI, including exclusivity, confidentiality, public disclosure, expenses, governing\nlaw, no broker, counterpart signatures, and related general provisions, the LOI does not constitute a binding agreement to consummate\nthe proposed transaction, and no binding obligation to consummate the proposed transaction will arise unless and until the parties execute\na definitive agreement.\n\n \n\nResmac is a residential mortgage bank. According\nto the LOI, Resmac holds active HUD Title II non-supervised direct endorsement mortgagee approval, operates in eleven states,\nand maintains warehouse financing relationships. The LOI contemplates that the proposed transaction would be structured as an asset purchase\nby SD Holdco of substantially all of the assets and assumed liabilities of Resmac, including state mortgage lending licenses,\nHUD Title II non-supervised direct endorsement mortgagee approval and related FHA certifications and approvals, mortgage servicing rights,\nmortgage loans held for sale and investment, technology systems and loan origination platforms, trade names, domain names, trademarks,\ncustomer and borrower relationships, and other contracts and operating arrangements necessary to conduct Resmac’s mortgage\norigination, servicing, and related business as a going concern, in each case subject to required consents and approvals.\n\n \n\nUnder\nthe LOI, the total acquisition value for the acquired assets is $5,000,000, payable solely through the issuance by SD Holdco to RezyFi\nof 2,500,000 shares of SD Holdco Series A Convertible Preferred Stock, with a stated value of $2.00 per share. No cash consideration\nwould be paid by the Company, and no shares of the Company’s common stock or other securities of the Company would be issued as\nacquisition consideration. The SD Holdco preferred stock would not be convertible into, or exchangeable for, securities of the Company.\nThe LOI provides that the SD Holdco preferred stock would have cumulative dividends at a rate of 6% per annum on the stated value, payable\nin kind in additional shares of SD Holdco preferred stock only when, as, and if declared by the SD Holdco board of directors; would be\nconvertible only into shares of SD Holdco common stock; would vote together with SD Holdco common stock on an as-converted basis; would\nhave a liquidation preference equal to the stated value plus accrued and unpaid dividends; and would be subject to an eighteen-month\nlock-up period following the spinout or conversion, as applicable.\n\n \n\nThe\nLOI also provides that RezyFi may be eligible to receive additional shares of SD Holdco preferred stock if specified milestones are achieved.\nThese potential earnout shares include up to 1,000,000 additional shares of SD Holdco preferred stock if the Resmac business unit\nachieves cumulative GAAP revenue of at least $10,000,000 within twenty-four months after closing, as confirmed by SD Holdco’s independent\naccountants, and up to 500,000 additional shares of SD Holdco preferred stock if SD Holdco completes a Form S-1 registered public offering\ndeclared effective by the Securities and Exchange Commission resulting in gross proceeds of at least $10,000,000.\n\n \n\nThe\nLOI contemplates that, following closing, the Company and SD Holdco would use commercially reasonable efforts to prepare and file with\nthe Securities and Exchange Commission a registration statement on Form S-1 registering equity securities of SD Holdco for public distribution.\nThe LOI states that SD Holdco would target gross proceeds from the S-1 offering of not less than $15,000,000. The LOI further contemplates\nthat the Company would distribute its interest in SD Holdco to Company shareholders of record as a dividend spinout, creating a separate\npublic financial services company in which both Company shareholders and RezyFi would hold equity interests. No assurance can be given\nthat any S-1 registration statement will be filed or declared effective, that any financing will be completed, that any trading market\nfor SD Holdco securities will develop, or that any spinout or distribution will occur.\n\n \n\n-2-\n\n \n\n \n\nThe\nclosing of the proposed transaction is subject to multiple conditions, including, among others: prior written approval from HUD for the\nchange of control of Resmac’s Title II non-supervised direct endorsement mortgagee approval; written evidence satisfactory\nto the Company’s independent counsel that RezyFi’s existing share exchange agreement with ECGI Holdings, Inc. has been validly\nterminated, has expired by its terms, or does not restrict or encumber the proposed transaction; written consents from Resmac’s\nwarehouse lenders; receipt of, or written confirmation of pending approval of, required state mortgage lending license transfers or new\napplications; completion of confirmatory due diligence by the Company to its satisfaction within forty-five days after execution of the\nLOI; no material adverse change in Resmac’s business, financial condition, regulatory approvals, HUD approval status, or\nwarehouse lending availability; approval of the proposed transaction by the Company’s board of directors following disclosure of\nall related-party relationships; filing of the certificate of designation for the SD Holdco preferred stock; execution of specified leadership\nand compensation arrangements; and execution of a definitive agreement and ancillary agreements satisfactory to both parties and their\nrespective independent legal counsel.\n\n \n\nThe\nLOI includes a binding exclusivity provision. During the ninety-day period following execution of the LOI, RezyFi, Resmac, and\ntheir respective officers, directors, shareholders, employees, agents, and advisors may not solicit, initiate, encourage, entertain,\nor engage in discussions or negotiations regarding competing acquisition, merger, asset sale, equity investment, or similar transactions\ninvolving Resmac or its assets. The exclusivity provision expressly includes any action to advance, consummate, or extend the\nclosing of RezyFi’s existing agreement with ECGI Holdings, Inc. If RezyFi breaches the exclusivity covenant, including by re-engaging\nECGI Holdings, Inc. or any other third party during the exclusivity period, RezyFi is required to pay the Company $250,000 in cash within\nten business days of the breach as liquidated damages, without prejudice to equitable remedies including specific performance and injunctive\nrelief. The Company may terminate the LOI and its obligations thereunder at any time upon written notice to RezyFi, including following\ncompletion of due diligence, with no payment or other obligation to RezyFi.\n\n \n\nThe\nLOI also contains binding confidentiality and public disclosure provisions. The parties agreed to maintain the confidentiality of non-public\ninformation received in connection with the LOI and the proposed transaction, subject to specified exceptions. The LOI provides that\nthe Company, as a reporting company under the Securities Exchange Act of 1934, is required to file a Current Report on Form 8-K with\nthe Securities and Exchange Commission disclosing execution of the LOI. The LOI also provides that RezyFi will have advance notice and\na reasonable opportunity to review public disclosure for factual accuracy prior to filing.\n\n \n\nThe\nLOI states that the Company is required to disclose the pre-existing personal and professional relationship between Todd Violette, the\nChief Executive Officer of the Company, and John Vu, the Chief Executive Officer of RezyFi, and the investment of approximately $250,000\nheld by VUVU Ventures, an entity affiliated with the Company’s Chief Executive Officer, in ECGI Holdings, Inc.\n\n \n\nThe\nforegoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the\nLOI, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.\n\n \n\nForward-Looking\nStatements\n\n \n\nThis\nCurrent Report on Form 8-K includes forward-looking statements within the meaning of the federal securities laws, including statements\nregarding the proposed transaction, the proposed formation of SD Holdco, the potential acquisition of Resmac assets and assumed\nliabilities, the potential issuance of SD Holdco preferred stock, the potential filing of a Form S-1 registration statement, the potential\ncompletion of a financing, the potential spinout or distribution of SD Holdco securities to Company shareholders, the potential development\nof a trading market for SD Holdco securities, and the expected benefits of the proposed transaction. Forward-looking statements are based\non current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.\nThe proposed transaction is subject to numerous conditions, including due diligence, regulatory approvals, third-party consents, board\napproval, and execution of a definitive agreement. The LOI is non-binding with respect to the proposed acquisition, except for specified\nbinding provisions. There can be no assurance that the parties will enter into a definitive agreement, that the proposed transaction\nwill be completed, that any financing will be obtained, that any registration statement will be filed or declared effective, or that\nany spinout, distribution, or public trading market will occur.\n\n \n\n-3-"}