Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 5, 2026, Netcapital Inc. (the "Company") entered into a Securities Purchase Agreement, dated June 4, 2026 (the "Purchase Agreement"), with Vanquish Funding Group Inc., a Virginia corporation (the "Buyer"), pursuant to which the Company issued to the Buyer a promissory note in the principal amount of $182,120 (the "Note") for a purchase price of $157,000, reflecting an original issue discount of $25,120. The transaction closed and was funded on June 5, 2026. The transaction provided gross proceeds of $157,000 and net proceeds of $150,000 after the Company's reimbursement of $7,000 of the Buyer's legal and due diligence expenses. The Company intends to use the proceeds for general working capital purposes.

The Note has an issue date of June 4, 2026 and matures on March 30, 2027. The Note states a one-time interest charge of 13% and requires five payments totaling $205,795: $71,250 on November 30, 2026 and four payments of $33,636.25 on December 30, 2026, January 30, 2027, February 28, 2027 and March 30, 2027. The Company has a five-day grace period with respect to each payment. The Note may be prepaid in full and provides discounted prepayment amounts during the first 180 days following issuance.

Amounts not paid when due bear default interest at 22% per annum. Upon the occurrence and continuation of an event of default, the Note becomes immediately due and payable at 150% of the outstanding principal, accrued and unpaid interest, default interest and certain other amounts. If, following another event of default, the Company also defaults on its obligations relating to the issuance or delivery of conversion shares, the default percentage increases to 200%. The Note includes events of default, including payment defaults, covenant breaches, bankruptcy or insolvency events, delisting, failure to comply with Exchange Act reporting obligations, certain financial-statement restatements, transfer-agent-related defaults and cross-defaults with other existing and future indebtedness of the Company to the Buyer and its affiliates.

Following an event of default, the Buyer may convert all or part of the outstanding amount into shares of the Company's common stock at a conversion price equal to 65% of the lowest trading price of the common stock during the 20 trading days preceding the conversion date; provided that, during the first six months following issuance, the conversion price may not be less than $1.00 per share. The Note contains a 4.99% beneficial ownership limitation. Because the conversion price is based on future market prices and the amount subject to conversion may increase upon default, the maximum number of shares that may be issued upon conversion cannot be determined as of the date of this report.

The Note generally restricts the Company from selling, leasing or otherwise disposing of a significant portion of its assets outside the ordinary course of business without the Buyer's consent while the Note remains outstanding, except for the transactions contemplated by the Company's previously disclosed letter of intent concerning Resmac, Inc.

The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the full text of the Purchase Agreement and the Note, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

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