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Netcapital Inc. (NCPL) Form 8-K — Oct 20, 2026

$NCPLForm 8-KItems 1.01, 2.03, 3.02, 9.01Filed Oct 20, 2026, 5:00 PM ET0001493152-26-047783Original filing

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

Red flags7 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.