Netcapital Inc. 8-K

What Happened

• Netcapital Inc. announced on May 28, 2026 that it entered into an Asset Purchase Agreement to acquire substantially all assets related to the NetNudge AI Agent Platform from Codesharp Corporation. The company reports the agreement was entered on May 22, 2026 (Purchase Agreement dated May 21, 2026, filed as Exhibit 2.1).
• As consideration, Netcapital issued 600,000 shares of its Series A Convertible Preferred Stock at closing and may issue up to an additional 600,000 shares (for a maximum of 1,200,000 shares) upon meeting a revenue milestone. The Board approved the issuance on May 27, 2026.

Key Details

• Assets acquired include IP, technology and software (source and object code), repositories, documentation, prompt libraries, datasets, APIs, marketing materials, and lead/business development data; NetNudge is described as an early-stage AI agent/platform provider.
• The company did not acquire existing customer or supplier contracts or established relationships; Netcapital is assuming only specified post‑closing obligations and not pre‑closing liabilities or indebtedness.
• Consideration: 600,000 Series A Convertible Preferred shares issued at closing; up to 600,000 additional if cumulative GAAP revenue from the acquired assets (excluding intercompany and pre-existing operations) reaches $3,000,000 between June 1, 2026 and May 31, 2029, confirmed by audited consolidated financial statements and the independent auditor.
• Series A terms: par value $0.001, stated value $1.50 per share; Certificate of Designations filed as Exhibit 3.1. The filing also notes a related-party adviser (John Fanning, Sr., husband of the CFO) provided pre-closing advice but did not receive compensation or a formal advisory agreement.

Why It Matters

• This is an acquisition-focused move to add AI agent/platform capabilities to Netcapital’s business. For investors, the material points are the shares issued as purchase consideration (600,000 now; up to 600,000 contingent) and the $3.0M revenue hurdle tied to additional equity consideration.
• Because NetNudge is early-stage and no customer contracts were acquired, the additional 600,000 shares are contingent on future performance of the acquired assets—so investors should note potential future dilution tied to successful integration and revenue generation. The company also limited assumed liabilities, which may affect the acquisition’s risk profile.