NCPL Netcapital Inc. - 8-K

Item
1.01 – Entry into a Material Definitive Agreement.

On
May 22, 2026, Netcapital Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”)
with Codesharp Corporation, a Canadian corporation (the “Seller”), pursuant to which the Company acquired substantially all
of the Seller’s assets related to the NetNudge AI Agent Platform, other than excluded assets.

The
NetNudge AI Agent Platform is described in the Purchase Agreement as a specialized artificial intelligence infrastructure provider and
AI agent platform that allows users to create specialized AI agents to assist in running and automating business operations, customer
engagement, workflow management, operational analytics, and enterprise decision-making.

The
purchased assets include, among other assets related to the NetNudge AI Agent Platform, intellectual property, technology and software
assets, systems, owned software, software source code and object code, repositories, documentation, development tools, configurations,
prompt libraries, automation logic, datasets, training materials, APIs, operational intelligence systems, marketing materials, and data
relating to potential customers, potential suppliers and other business development opportunities. NetNudge is an early-stage platform,
and the Company did not acquire existing customer or supplier contracts or established customer or supplier relationships. The Purchase
Agreement provides that the Company is assuming only specified post-closing obligations under assumed contracts and is not assuming indebtedness
or pre-closing liabilities of the Seller.

As
consideration for the purchased assets, the Company agreed to issue to the Seller 600,000 shares of the Company’s Series A Convertible
Preferred Stock at closing. The Purchase Agreement also provides for the issuance of up to an additional 600,000 shares of Series A Convertible
Preferred Stock upon achievement of a revenue milestone, for a maximum of 1,200,000 shares of Series A Convertible Preferred Stock that
may be issued as consideration in the transaction. The revenue milestone is achieved only if the cumulative GAAP revenue of the acquired
assets, excluding intercompany revenue and revenue derived from the Company’s pre-existing operations or other business units,
equals or exceeds $3,000,000 during the period from June 1, 2026 through May 31, 2029, as reported in the Company’s audited consolidated
financial statements included in the applicable annual report and confirmed in writing by the Company’s independent auditor.

Mr.
John Fanning, Sr., the husband of the Company’s Chief Financial Officer, has served as an advisor to the Company and, prior to
the closing of the transaction, provided advice to NetNudge with respect to the development of the NetNudge AI Agent Platform and the
customization of the platform to be responsive to the Company’s anticipated business and operational needs. The Company does not
have a formal advisory agreement with Mr. Fanning. Mr. Fanning is not a party to the Purchase Agreement and did not receive any separate
consideration from the Company in connection with the Purchase Agreement.

The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item
3.02. Unregistered Sales of Equity Securities.

The
information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

In
connection with the Purchase Agreement, the Company agreed to issue 600,000 shares of Series A Convertible Preferred Stock to the Seller
at closing as consideration for the purchased assets. The Company also agreed to issue up to an additional 600,000 shares of Series A
Convertible Preferred Stock if the revenue milestone described in Item 1.01 is achieved. Each share of Series A Convertible Preferred
Stock has a stated value of $1.50 per share. Accordingly, the initial stated value of the consideration is $900,000, and the maximum
stated value of the Series A Convertible Preferred Stock issuable in the transaction is $1,800,000.

The
securities were issued in a transaction not registered under the Securities Act of 1933, as amended (the “Securities Act”).
The Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act for transactions by an issuer
not involving a public offering.

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Item
3.03. Material Modification to Rights of Security Holders.

On
May 27, 2026, the Board of Directors of Netcapital Inc. approved the issuance of shares of the Company’s Series A Convertible Preferred
Stock in connection with the Company’s acquisition of assets related to the NetNudge AI Agent Platform from Codesharp Corporation.

The
Series A Convertible Preferred Stock has a par value of $0.001 per share and a stated value of $1.50 per share. The Company agreed to
issue 600,000 shares of Series A Convertible Preferred Stock at closing and may issue up to an additional 600,000 shares of Series A
Convertible Preferred Stock upon achievement of the revenue milestone described in Item 1.01 of this Current Report on Form 8-K.

The
initial 600,000 shares of Series A Convertible Preferred Stock carry 2.5 votes per share while outstanding as preferred stock. Any additional
shares issued upon achievement of the revenue milestone will be non-voting while outstanding as preferred stock. The Series A Convertible
Preferred Stock is convertible into common stock only at the Company’s election, on a one-for-one basis, subject to customary adjustment
for stock splits, stock dividends, combinations, recapitalizations and similar events. Holders of Series A Convertible Preferred Stock
do not have the right to require conversion.

The
Series A Convertible Preferred Stock is not entitled to cumulative dividends. If the Company declares a cash or stock dividend or other
distribution on its common stock, holders of Series A Convertible Preferred Stock are entitled to participate on an as-converted basis,
subject to the terms approved by the Board. Upon a liquidation event, holders of Series A Convertible Preferred Stock are entitled to
receive, before any distribution to holders of common stock or other junior securities, an amount per share equal to the stated value
of $1.50 per share, subject to the terms approved by the Board.

The
issuance of the Series A Convertible Preferred Stock may affect the rights of holders of the Company’s common stock because the
Series A Convertible Preferred Stock has voting rights, liquidation preferences, and conversion rights that are senior to, or may affect,
the rights of holders of the Company’s common stock.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits.

Exhibit
No.

Description

2.1

Asset Purchase Agreement, dated May 21, 2026, by and between Netcapital Inc. and Codesharp Corporation.

3.1

Certificate of Designations, Rights and Preferences of Series A Convertible Preferred Stock of Netcapital Inc.

104

Cover
Page Interactive Data File (embedded within the Inline XBRL document).

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