Netcapital Inc. 8-K

What Happened Netcapital Inc. filed a Form 8-K on April 16, 2026 reporting that the Board terminated Rich Wheeless as CEO effective April 12, 2026 and appointed Todd Violette as Chief Executive Officer effective April 13, 2026. The company entered into an employment agreement dated April 13, 2026 with Mr. Violette (filed as Exhibit 10.1) that establishes a twelve‑month term and sets an annual base salary of $120,000. The company also issued a press release announcing the appointment (filed as Exhibit 99.1).

Key Details

• CEO change: Rich Wheeless terminated effective April 12, 2026; Todd Violette appointed effective April 13, 2026.
• Employment term and pay: 12‑month term beginning April 13, 2026; $120,000 annual base salary, paid under regular payroll practices.
• Compensation & equity: Mr. Violette is eligible for year‑end bonuses or additional salary and may receive stock option grants under the company plan, subject to board/compensation committee approval and a majority shareholder approval for option grants.
• Restrictions & termination: Employment may be terminated for various reasons; compensation and benefits terminate upon certain terminations per the agreement. Mr. Violette is subject to non‑compete and other restrictive covenants during employment and for two years after.

Why It Matters A CEO change is material for investors because leadership drives strategy, execution and investor communications. The disclosed compensation is modest ($120,000 base) but potential option grants could lead to future equity dilution if approved. The two‑year restrictive covenants protect the company’s relationships and intellectual capital after his departure. The filing also notes no related‑party transactions tied to Mr. Violette, and the formal employment agreement and press release provide the company’s official terms and timing for the leadership transition.