{"url_path":"/sec/ncpl/8-k/2026-06-16/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":116,"has_tables":true,"body_markdown":"**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe\ninformation set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.\n\n \n\nThe\nSecurities were offered and sold in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2)\nof the Securities Act of 1933, as amended. FirstFire represented that it is an accredited investor and acquired the Securities for investment\npurposes. The Company did not use general solicitation or general advertising in connection with the offering. Enclave Capital LLC acted\nas placement agent in connection with the transaction, and $17,500 was withheld from the purchase price to cover fees owed by the Company\nto the placement agent."}