Key Highlights

  • Netcapital received $224,500 net proceeds after $8,000 legal fee and $17,500 placement‑agent deductions.
  • The unsecured note carries a 12% one‑time interest of $34,800 and amortizes $162,400 then five $27,066.66 payments in 2027.
  • A 250,000‑share warrant expires July 1, 2029 with an exercise price of $0.50 per share and a 4.99% ownership limit.

Netcapital Inc. Completed a private financing transaction on July 2, 2026 with Delaware‑based Dune Equity Holdings LLC. The arrangement issued a promissory note and a common‑stock purchase warrant, delivering immediate liquidity for Netcapital's growth plans.

Transaction Overview

Netcapital issued a note with a principal amount of $290,000, sold for $250,000, reflecting an original issue discount of $40,000. Dune Equity retained $8,000 for legal expenses and $17,500 to satisfy placement‑agent fees, leaving Netcapital with net cash proceeds of $224,500. It matures on July 1, 2027 and requires amortization beginning January 2, 2027 with an initial payment of $162,400.

Five subsequent installments of $27,066.66 are scheduled for February 1, March 1, April 1, May 3 and June 1, 2027, with any remaining balance due July 1, 2027. Early repayment is allowed before the 181st day after July 1, 2026, subject to prepayment percentages of 96% (first 90 days), 97% (days 91‑150) and 98% (days 151‑180). Default interest is capped at the lower of 22% per annum.

Conversion and Ownership Limits

The note may be converted at the holder’s option upon a missed amortization, after 180 days from July 1, 2026, or when conversion shares are registered for resale. The conversion price is set at 75% of the lowest closing bid over the ten trading days preceding conversion, with a floor of $0.10 per share. Ownership under the note is limited to 4.99% of Netcapital’s common stock, adjustable up to 9.99% after a 61‑day notice period.

New York time on July 1, 2029. It carries the same 4.99% beneficial‑ownership ceiling, which can be modified up to 9.99% with a 61‑day delay.

Use of Proceeds and Corporate Governance

Netcapital disclosed that the financing will support business‑development initiatives and general working capital, subject to covenants restricting certain capital distributions and asset sales. The transaction triggers a mandatory special shareholders’ meeting within 180 days of July 1, 2026 to seek the required approval under Nasdaq guidelines.

Management Commentary

On July 7, 2026 Netcapital’s chief executive officer, Todd Violette, outlined the company’s strategic direction, emphasizing recent acquisitions, integration efforts and a pipeline of growth opportunities. He noted that the new capital will accelerate execution of Netcapital’s expansion plans.

This article is for informational purposes only and does not constitute financial advice. Please consult a licensed financial adviser before making investment decisions.