Netcapital Inc. 8-K

What Happened

• Netcapital Inc. announced it entered into and closed an Asset Purchase Agreement with Iverson Design, LLC (and manager/sole member Michael Iverson) on January 2, 2026 to acquire substantially all assets related to Iverson’s digital design studio business.
• The purchase was paid with 980,000 shares of Netcapital common stock (par value $0.001), issued to the seller at closing. The company filed the transaction on Form 8‑K and disclosed the stock issuance as an unregistered sale.

Key Details

• Closing date: January 2, 2026; press release announcing the deal dated January 6, 2026.
• Purchase price: 980,000 shares of NCPL common stock issued at closing.
• Purchased assets include creative services business assets: graphic/motion design, 2D/3D animation, VFX, AI-driven design workflows, software/systems, IP/design libraries, customer lists, domains, social accounts, and related goodwill.
• Excluded items: certain organizational and employee records, indebtedness-related contracts, leased equipment, Michael Iverson’s independent Etsy shop, independent film work with ATOMCAT Productions, and Iverson’s private portfolio. Netcapital assumed only limited post-closing liabilities that arise after closing and not from pre-closing breaches.

Why It Matters

• The acquisition expands Netcapital’s capabilities into creative and AI-driven design services and brings IP, systems, and client relationships that could be used in product, marketing, or service offerings.
• The transaction was financed via equity issuance (980,000 shares), which is a dilutive event for existing shareholders and was reported as an unregistered sale on the Form 8‑K.
• Liabilities largely remain with the seller except for limited post-closing obligations specified in the agreement, reducing Netcapital’s exposure to pre-closing seller liabilities.