Netcapital Inc. Amends Convertible Notes; Gets Nasdaq Bid‑Price Extension

What Happened
Netcapital Inc. announced on Aug. 6, 2026 that it amended three convertible notes issued to Vanquish Funding Group Inc. (original principals $51,750, $92,800 and $182,120). The amendments change the notes’ conversion terms (conversion is only permitted following an event of default) and add limits on conversion pricing and ownership. Separately, on Aug. 7, 2026 Nasdaq’s Listing Qualifications Staff granted Netcapital a second 180‑day compliance period — through Feb. 1, 2027 — to regain the minimum $1.00 per‑share closing bid price required for continued listing on The Nasdaq Capital Market. The company issued a press release on Aug. 10, 2026 announcing these developments.

Key Details

• Amendments dated Aug. 6, 2026 to three notes (April Convertible Note $51,750; April Convertible Bridge Note $92,800; June Convertible Note $182,120).
• Conversion allowed only after an event of default; post‑default conversion price = 65% of the lowest trading price during the 20 trading days ending on the trading day before conversion, subject to limits below.
• Anti‑dilution / cap limits: (a) no issuance under a note that would, when aggregated under Nasdaq Rule 5635(d), exceed 19.99% of outstanding shares unless shareholders approve; (b) initial six‑month conversion price floor of $0.10 per share; (c) Holder (and affiliates) may not convert to own more than 4.99% of outstanding shares (non‑waivable).
• Nasdaq compliance: initial cure period expired Aug. 3, 2026; Nasdaq granted an extra 180 days to Feb. 1, 2027. If the closing bid is ≥ $1.00 for 10+ consecutive business days (or longer at Nasdaq’s discretion) the matter will be closed. If not cured by Feb. 1, 2027, Nasdaq will notify the company of delisting and Netcapital can appeal to a Nasdaq Hearings Panel. A reverse stock split remains an available cure (must be completed at least 10 business days before Feb. 1, 2027).

Why It Matters
For investors, the note amendments reduce the risk of immediate large dilutive issuances by capping conversions (19.99% aggregated cap, 4.99% holder cap) and setting a conversion floor, but they still allow significant conversion on an event of default at a steep discount (65% of a recent low). The Nasdaq extension gives Netcapital additional time to restore a $1.00 bid price and avoid delisting, but there is no guarantee of success; failure to cure by Feb. 1, 2027 could lead to delisting proceedings. Monitor any further corporate actions (e.g., reverse split, financings, defaults on the notes) and trading‑price trends during the extended compliance period.