{"url_path":"/sec/ncpl/8-k/2026-06-16/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":"2026-06-16","source_url":"https://www.sec.gov/Archives/edgar/data/1414767/0001493152-26-028887-index.html","accession_number":"0001493152-26-028887","cik":"0001414767","ticker":"NCPL","issuer_name":"Netcapital Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1414767/0001493152-26-028887-index.html","primary_entity_key":"0001414767","primary_entity_name":"Netcapital Inc."},"word_count":1160,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n \n\nOn\nJune 10, 2026, Netcapital Inc. (the “Company”) closed the transactions contemplated by a Securities Purchase Agreement (the\n“Purchase Agreement”), dated as of June 9, 2026, with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability\ncompany (“FirstFire”). On June 10, 2026, the transaction closed upon the Company’s receipt of the purchase price, and\nthe Company issued and delivered to FirstFire a promissory note dated June 9, 2026 in the principal amount of $290,000 (the “Note”)\nand a common stock purchase warrant dated June 9, 2026 to purchase 250,000 shares of the Company’s common stock, par value $0.001\nper share, at an initial exercise price of $0.50 per share (the “Warrant,” and together with the Note, the shares issuable\nupon conversion of the Note and the shares issuable upon exercise of the Warrant, the “Securities”).\n\n \n\nThe\nNote was issued for a purchase price of $250,000 and reflects an original issue discount of $40,000. At the closing, FirstFire withheld\n$6,500 from the purchase price to cover FirstFire’s legal fees, $1,500 to be paid to FirstFire Capital Management, LLC to cover\ndue diligence costs, and $17,500 to cover fees owed by the Company to Enclave Capital LLC, a registered broker-dealer acting as placement\nagent. Accordingly, the Company received net cash proceeds of $224,500.\n\n \n\nThe\nNote includes a one-time interest charge of 12% of the principal amount, or $34,800, earned in full as of June 9, 2026. The Note is an\nunsecured obligation of the Company and matures on June 9, 2027.\n\n \n\nThe\nCompany is required to make amortization payments beginning December 9, 2026, consisting of an initial payment of $162,400, followed\nby five payments of $27,066.66 on January 9, 2027, February 9, 2027, March 9, 2027, April 9, 2027 and May 9, 2027, with all remaining\noutstanding amounts due on June 9, 2027. Each amortization payment first reduces accrued and unpaid interest and then reduces the outstanding\nprincipal balance of the Note.\n\n \n\nThe\nNote may be prepaid at any time before the 181st calendar day following June 9, 2026 upon three trading days’ prior written notice\nto the holder. The required prepayment amount equals the applicable prepayment percentage multiplied by the then-outstanding principal\namount plus the applicable prepayment percentage multiplied by accrued and unpaid interest: 96% during the period beginning on June 9,\n2026 and ending 90 calendar days thereafter, 97% during the period beginning 91 calendar days after June 9, 2026 and ending 150 calendar\ndays thereafter, and 98% during the period beginning 151 calendar days after June 9, 2026 and ending 180 calendar days thereafter. Amounts\nnot paid when due bear default interest at the lesser of 22% per annum and the maximum amount permitted by law.\n\n \n\nThe\nNote becomes convertible at the holder’s option upon the earliest of (i) the Company’s failure to pay an amortization payment\nwhen due, (ii) the date that is 180 calendar days after June 9, 2026, or (iii) the date that any conversion shares are registered for\nresale pursuant to a registration statement or prospectus filed by the Company. The conversion price is 75% of the lowest closing bid\nprice of the Company’s common stock during the ten trading days immediately preceding the applicable conversion date, subject to\na floor price of $0.10 per share. The floor price does not apply on or after an event of default. The Note contains a 4.99% beneficial\nownership limitation, which the holder may increase or decrease upon notice to the Company, provided that the limitation may not exceed\n9.99% and an increase is not effective until the 61st day after notice.\n\n \n\nThe\nWarrant is exercisable beginning December 9, 2026 and expires at 5:00 p.m., New York City time, on June 9, 2029. The exercise price is\n$0.50 per share, subject to adjustment for stock dividends, stock splits, combinations, reclassifications and similar events. If, at\nthe time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available\nfor, the resale of the warrant shares by the holder, the Warrant may be exercised on a cashless basis. The Warrant contains a 4.99% beneficial\nownership limitation, which may be increased or decreased upon notice to the Company, subject to a maximum of 9.99% and a 61-day delay\nfor any increase.\n\n \n\nUnder\nthe transaction documents, the aggregate number of shares of common stock that may be issued under the Note and the Warrant is limited\nto 1,569,579 shares unless shareholder approval is obtained, subject to adjustment and the other provisions of the transaction documents.\nThe Purchase Agreement requires the Company to hold a special meeting of shareholders on or before 180 calendar days after June 9, 2026\nfor the purpose of obtaining shareholder approval in accordance with Nasdaq Rule 5635(d).\n\n \n\nThe\nPurchase Agreement provides that the Company will use the proceeds for business development and general working capital, subject to specified\nrestrictions. The Purchase Agreement and the Note contain customary and transaction-specific covenants, including transfer agent instructions,\nlegal counsel opinion provisions, public information covenants, piggy-back registration rights, a requirement to purchase directors’\nand officers’ insurance within 60 calendar days after closing, restrictions on certain capital stock distributions and asset sales,\nand registration-statement-related default provisions.\n\n \n\n \n\n \n\n \n\nThe\nNote provides that an event of default occurs if the Company fails to file a registration statement covering the holder’s resale\nof all conversion shares and warrant shares within 60 calendar days after June 9, 2026, fails to cause the registration statement to\nbecome effective within 120 calendar days after June 9, 2026, fails to keep the registration statement effective, or fails to amend or\nfile a new registration statement if there are no longer sufficient shares registered for resale.\n\n \n\nThe\nNote contains events of default including, without limitation, payment defaults, breach of covenants, breach of representations and warranties,\nfailure to deliver conversion shares, bankruptcy or insolvency events, cessation of operations, failure to maintain material assets,\ntransfer-agent-related defaults, transmission of material non-public information not cured by a same-day Form 8-K, unavailability of\nRule 144, delisting, trading suspension or failure to be listed or quoted on a principal market, failure to pay an amortization payment,\nfailure to obtain required shareholder approval within 180 calendar days after June 9, 2026, and registration statement failures. Upon\nan event of default, the Note becomes immediately due and payable in an amount equal to the then-outstanding principal amount plus accrued\ninterest, including default interest, multiplied by 150%, plus costs of collection. The holder may, in its sole discretion, convert all\nor any portion of the Note, including the default amount, into common stock pursuant to the terms of the Note.\n\n \n\nThe\nforegoing descriptions of the Purchase Agreement, the Note and the Warrant do not purport to be complete and are qualified in their entirety\nby reference to the full text of the Purchase Agreement, the Note and the Warrant, which are filed as exhibits to this Current Report\non Form 8-K and incorporated herein by reference."}