Netcapital Inc. 8-K

What Happened
Netcapital Inc. announced it closed transactions under an Equity Purchase Agreement dated June 29, 2026 with Hudson Global Ventures, LLC, with the closing occurring on July 2, 2026 (concurrent with a financing disclosed in an earlier 8‑K). Under the deal the company can require the investor to buy up to $15,000,000 of Netcapital common stock over the commitment period by delivering put notices. As part of the transaction Netcapital also issued a Common Stock Purchase Warrant to Hudson to buy up to 1,000,000 shares (exercise price $0.50, exercisable from June 29, 2026 through June 29, 2029) and entered into a Registration Rights Agreement.

Key Details

• Investment capacity: up to $15,000,000 in aggregate purchases of common stock by Hudson.
• Share issuance limits: gross issuances under the Purchase Agreement are capped at 1,568,795 shares (the “Exchange Cap”) unless shareholder approval is obtained per Nasdaq Rule 5635(d).
• Pricing and mechanics: each put notice must be at least $25,000 (initial price basis), capped per notice at the lesser of $2,000,000 or 200% of average daily trading value; purchase price per share will be 92% of a low‑price average formula specified in the agreement.
• Warrant terms: 1,000,000‑share warrant, $0.50 exercise price, cashless exercise allowed if resale registration isn’t available, terminates June 29, 2029; subject to a 4.99% beneficial ownership limit (may be adjusted up to 9.99% with notice).
• Conditions: investor purchases are subject to conditions including an effective registration statement for resale, continued Nasdaq listing/trading, DWAC eligibility, no DTC chill, SEC reporting compliance, and that the stock not be a “penny stock.”

Why It Matters
This agreement gives Netcapital a committed capital source that can be tapped over time (up to $15M), which can provide liquidity and financing flexibility without a single large equity issuance. However, the company’s ability to actually sell shares depends on multiple conditions (registration statement effectiveness, listing status, transfer system eligibility) and there is a capped number of shares that can be issued without shareholder approval. Investors should note potential dilution from future share sales and from the issued warrant (up to 1M shares at $0.50), and that certain protective limits (Exchange Cap and beneficial ownership caps) constrain immediate large issuances.