Netcapital Inc. (NCPL) Form 8-K — Oct 20, 2026
Netcapital Inc. (Nasdaq: NCPL) closed the first tranche of a convertible promissory note with Hinterland Partners on October 14, 2026, receiving $402,743 in cash for a principal balance of $447,492.22 out of up to $641,936.66 total. The note carries aggressive terms: a 12% one-time interest charge, conversion at 85% of the lowest stock price over the prior seven trading days, full-ratchet anti-dilution protection, a 150% default acceleration multiplier, and a pledge of Netcapital's 3.2 million KingsCrowd shares as collateral. Hinterland also received 64,387 commitment shares and may capture up to 30% of any cash proceeds the company receives from any source.
Key figures
- Maturity
- 12 months per tranche
- Purchase price
- $577,743.00
- Conversion price
- 85% of lowest traded price during prior 7 trading days
- Default multiplier
- 150% of principal plus interest
- Exchange cap shares
- 1603685
- Max interest charge
- $77,032.39
- Placement agent fee
- $17,500
- Default interest rate
- 18% per annum
- One time interest rate
- 12%
- First tranche principal
- $447,492.22
- Original issue discount
- $64,193.66
- Pledged kingscrowd shares
- 3209685
- First tranche purchase price
- $402,743.00
- Market cap default threshold
- $3,000,000
- Second tranche purchase price
- $175,000.00
- Beneficial ownership limitation
- 4.99%
- Commitment shares first tranche
- 64387
- Second tranche principal increase
- $194,444.44
AI analysis
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