NCPL 8-K filed 2026 · insiderdelta

Item
1.01 – Entry into a Material Definitive Agreement.

On
May 31, 2026, Netcapital Inc. (the “Company”) entered into a non-binding letter of intent, dated May 30, 2026 (the “LOI”),
with RezyFi, Inc., a Florida corporation (“RezyFi” or the “Seller”), regarding the proposed acquisition by a
newly formed wholly owned South Dakota subsidiary of the Company (“SD Holdco”) of substantially all of the assets and assumed
liabilities of Resmac, Inc., a Florida corporation and wholly owned subsidiary of RezyFi (“Resmac”). The proposed
transaction remains subject to due diligence, regulatory approvals, board approval, execution of a definitive agreement, and other closing
conditions. Except for Sections 6, 7, and 8 of the LOI, including exclusivity, confidentiality, public disclosure, expenses, governing
law, no broker, counterpart signatures, and related general provisions, the LOI does not constitute a binding agreement to consummate
the proposed transaction, and no binding obligation to consummate the proposed transaction will arise unless and until the parties execute
a definitive agreement.

Resmac is a residential mortgage bank. According
to the LOI, Resmac holds active HUD Title II non-supervised direct endorsement mortgagee approval, operates in eleven states,
and maintains warehouse financing relationships. The LOI contemplates that the proposed transaction would be structured as an asset purchase
by SD Holdco of substantially all of the assets and assumed liabilities of Resmac, including state mortgage lending licenses,
HUD Title II non-supervised direct endorsement mortgagee approval and related FHA certifications and approvals, mortgage servicing rights,
mortgage loans held for sale and investment, technology systems and loan origination platforms, trade names, domain names, trademarks,
customer and borrower relationships, and other contracts and operating arrangements necessary to conduct Resmac’s mortgage
origination, servicing, and related business as a going concern, in each case subject to required consents and approvals.

Under
the LOI, the total acquisition value for the acquired assets is $5,000,000, payable solely through the issuance by SD Holdco to RezyFi
of 2,500,000 shares of SD Holdco Series A Convertible Preferred Stock, with a stated value of $2.00 per share. No cash consideration
would be paid by the Company, and no shares of the Company’s common stock or other securities of the Company would be issued as
acquisition consideration. The SD Holdco preferred stock would not be convertible into, or exchangeable for, securities of the Company.
The LOI provides that the SD Holdco preferred stock would have cumulative dividends at a rate of 6% per annum on the stated value, payable
in kind in additional shares of SD Holdco preferred stock only when, as, and if declared by the SD Holdco board of directors; would be
convertible only into shares of SD Holdco common stock; would vote together with SD Holdco common stock on an as-converted basis; would
have a liquidation preference equal to the stated value plus accrued and unpaid dividends; and would be subject to an eighteen-month
lock-up period following the spinout or conversion, as applicable.

The
LOI also provides that RezyFi may be eligible to receive additional shares of SD Holdco preferred stock if specified milestones are achieved.
These potential earnout shares include up to 1,000,000 additional shares of SD Holdco preferred stock if the Resmac business unit
achieves cumulative GAAP revenue of at least $10,000,000 within twenty-four months after closing, as confirmed by SD Holdco’s independent
accountants, and up to 500,000 additional shares of SD Holdco preferred stock if SD Holdco completes a Form S-1 registered public offering
declared effective by the Securities and Exchange Commission resulting in gross proceeds of at least $10,000,000.

The
LOI contemplates that, following closing, the Company and SD Holdco would use commercially reasonable efforts to prepare and file with
the Securities and Exchange Commission a registration statement on Form S-1 registering equity securities of SD Holdco for public distribution.
The LOI states that SD Holdco would target gross proceeds from the S-1 offering of not less than $15,000,000. The LOI further contemplates
that the Company would distribute its interest in SD Holdco to Company shareholders of record as a dividend spinout, creating a separate
public financial services company in which both Company shareholders and RezyFi would hold equity interests. No assurance can be given
that any S-1 registration statement will be filed or declared effective, that any financing will be completed, that any trading market
for SD Holdco securities will develop, or that any spinout or distribution will occur.

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The
closing of the proposed transaction is subject to multiple conditions, including, among others: prior written approval from HUD for the
change of control of Resmac’s Title II non-supervised direct endorsement mortgagee approval; written evidence satisfactory
to the Company’s independent counsel that RezyFi’s existing share exchange agreement with ECGI Holdings, Inc. has been validly
terminated, has expired by its terms, or does not restrict or encumber the proposed transaction; written consents from Resmac’s
warehouse lenders; receipt of, or written confirmation of pending approval of, required state mortgage lending license transfers or new
applications; completion of confirmatory due diligence by the Company to its satisfaction within forty-five days after execution of the
LOI; no material adverse change in Resmac’s business, financial condition, regulatory approvals, HUD approval status, or
warehouse lending availability; approval of the proposed transaction by the Company’s board of directors following disclosure of
all related-party relationships; filing of the certificate of designation for the SD Holdco preferred stock; execution of specified leadership
and compensation arrangements; and execution of a definitive agreement and ancillary agreements satisfactory to both parties and their
respective independent legal counsel.

The
LOI includes a binding exclusivity provision. During the ninety-day period following execution of the LOI, RezyFi, Resmac, and
their respective officers, directors, shareholders, employees, agents, and advisors may not solicit, initiate, encourage, entertain,
or engage in discussions or negotiations regarding competing acquisition, merger, asset sale, equity investment, or similar transactions
involving Resmac or its assets. The exclusivity provision expressly includes any action to advance, consummate, or extend the
closing of RezyFi’s existing agreement with ECGI Holdings, Inc. If RezyFi breaches the exclusivity covenant, including by re-engaging
ECGI Holdings, Inc. or any other third party during the exclusivity period, RezyFi is required to pay the Company $250,000 in cash within
ten business days of the breach as liquidated damages, without prejudice to equitable remedies including specific performance and injunctive
relief. The Company may terminate the LOI and its obligations thereunder at any time upon written notice to RezyFi, including following
completion of due diligence, with no payment or other obligation to RezyFi.

The
LOI also contains binding confidentiality and public disclosure provisions. The parties agreed to maintain the confidentiality of non-public
information received in connection with the LOI and the proposed transaction, subject to specified exceptions. The LOI provides that
the Company, as a reporting company under the Securities Exchange Act of 1934, is required to file a Current Report on Form 8-K with
the Securities and Exchange Commission disclosing execution of the LOI. The LOI also provides that RezyFi will have advance notice and
a reasonable opportunity to review public disclosure for factual accuracy prior to filing.

The
LOI states that the Company is required to disclose the pre-existing personal and professional relationship between Todd Violette, the
Chief Executive Officer of the Company, and John Vu, the Chief Executive Officer of RezyFi, and the investment of approximately $250,000
held by VUVU Ventures, an entity affiliated with the Company’s Chief Executive Officer, in ECGI Holdings, Inc.

The
foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the
LOI, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Forward-Looking
Statements

This
Current Report on Form 8-K includes forward-looking statements within the meaning of the federal securities laws, including statements
regarding the proposed transaction, the proposed formation of SD Holdco, the potential acquisition of Resmac assets and assumed
liabilities, the potential issuance of SD Holdco preferred stock, the potential filing of a Form S-1 registration statement, the potential
completion of a financing, the potential spinout or distribution of SD Holdco securities to Company shareholders, the potential development
of a trading market for SD Holdco securities, and the expected benefits of the proposed transaction. Forward-looking statements are based
on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.
The proposed transaction is subject to numerous conditions, including due diligence, regulatory approvals, third-party consents, board
approval, and execution of a definitive agreement. The LOI is non-binding with respect to the proposed acquisition, except for specified
binding provisions. There can be no assurance that the parties will enter into a definitive agreement, that the proposed transaction
will be completed, that any financing will be obtained, that any registration statement will be filed or declared effective, or that
any spinout, distribution, or public trading market will occur.

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NCPL Netcapital Inc. - 8-K

Item 1.01 - Entry into a Material Definitive Agreement

Item 9.01 - Financial Statements and Exhibits
