Form 8-K

8-K — Netcapital Inc.

Accession: 0001493152-26-020888

Filed: 2026-05-01

Period: 2026-04-26

CIK: 0001414767

SIC: 6199 (FINANCE SERVICES)

Item: Entry into a Material Definitive Agreement

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

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-4.3 (ex4-3.htm)

EX-10.1 (ex10-1.htm)

EX-10.2 (ex10-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

false

0001414767

2026-04-26

0001414767

NCPL:CommonStock0.001ParValuePerShareMember

2026-04-26

0001414767

NCPL:WarrantsExercisableForOneShareOfCommonStockMember

2026-04-26

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT PURSUANT

SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): April 26, 2026

NETCAPITAL

INC.

(Exact

name of registrant as specified in charter)

Utah

001-41443

87-0409951

(State or other jurisdiction of

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

Lincoln Street, Boston, Massachusetts

02111

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (781) 925-1700

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value per share

NCPL

The

Nasdaq Stock Market LLC

Warrants

exercisable for one share of Common Stock

NCPLW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2

of this chapter)

Emerging

growth company ☐.

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

1.01 – Entry into a Material Definitive Agreement.

April 26, 2026, Netcapital Inc. (the “Company”) entered into two Securities Purchase Agreements with Vanquish Funding Group

Inc., a Virginia corporation, pursuant to which the Company issued two promissory notes in the aggregate principal amount of $144,550

for an aggregate purchase price of $125,000, reflecting an aggregate original issue discount of $19,550.

The

notes consist of:

Bridge Note in the principal amount of $92,800, issued for a purchase price of $80,000, reflecting an original issue discount of $12,800.

The Bridge Note includes a one-time interest charge of 14%, or $12,992, and is payable in five installments beginning October 30, 2026,

with total scheduled payments of $105,792. The Bridge Note matures on February 28, 2027.

Promissory Note in the principal amount of $51,750, issued for a purchase price of $45,000, reflecting an original issue discount of

$6,750. The Promissory Note includes a one-time interest charge of 12%, or $6,210, and is payable in ten monthly installments of $5,796

beginning May 30, 2026, with total scheduled payments of $57,960. The Promissory Note matures on February 28, 2027.

The

notes are prepayable in full without penalty, subject to the prepayment provisions set forth in the notes. Amounts not paid when due

bear default interest at 22% per annum. The notes include customary events of default, including payment defaults, covenant breaches,

failure to issue shares upon conversion following an event of default, bankruptcy or insolvency events, delisting, failure to comply

with Exchange Act reporting obligations, certain restatements, transfer agent-related defaults, and cross-defaults with other existing

and future indebtedness of the Company to the holder and its affiliates.

The

foregoing descriptions of the Securities Purchase Agreements and notes are qualified in their entirety by reference to the full text

of the agreements and notes, which are filed as Exhibits 4.1, 4.2, 10.1 and 10.2 to this Current Report on Form 8-K and incorporated

herein by reference.

April 30, 2026, the Company also issued one unsecured, non-convertible promissory note in the total principal amount of $300,000, for

gross proceeds of $150,000, reflecting a 50% original issue discount. The note bears interest at 8% per annum, matures on September 30,

2026, and is prepayable at any time without penalty. Upon default, interest accrues at 20% per annum. The note was sold to a related

party, Netcapital Systems LLC.

The

Company used the proceeds of the notes for general working capital purposes.

The

foregoing descriptions of the form of a promissory note issued to Netcapital Systems LLC and the convertible promissory notes issued

to Vanquish Funding Group Inc. are qualified in their entirety by reference to the full text of the agreements, which are filed as Exhibits

4.1, 4.2, 4.3, 10.1, and 10.2 hereto.

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.

Item

3.02 Unregistered Sales of Equity Securities.

The

Company issued the convertible notes described above in reliance on the exemption from registration provided by Section 4(a)(2) of the

Securities Act of 1933 and Rule 506 of Regulation D thereunder. The notes were offered and sold to an accredited investor, Vanquish Funding

Group Inc., for investment purposes without general solicitation. The non-convertible note was also issued pursuant to Section 4(a)(2),

in private placements to an accredited investor. No underwriters were involved, and no commissions were paid in connection with the issuances.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Convertible Promissory Note dated April 24, 2026, in the principal amount of $51,760

4.2

Convertible Bridge Note dated April 24, 2026, in the principal amount of $92,800

4.3

Form of Promissory Note (non-convertible)

10.1

Securities Purchase Agreement dated April 24, 2026 in the amount of $92,800

10.2

Securities Purchase Agreement dated April 24, 2026 in the amount of $51,750

104

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

-2-

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned thereunto duly authorized.

Netcapital

Inc.

(Registrant)

By:

/s/

Todd Violette

Name:

Todd

Violette

Title:

Chief

Executive Officer

Dated

May 1, 2026

-3-

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

THE

ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A)

AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH

COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE

ISSUE PRICE OF THIS NOTE IS $51,750.00

THE

ORIGINAL ISSUE DISCOUNT IS $6,750.00

Principal

Amount: $51,750.00

Issue

Date: April 24, 2026

Purchase

Price: $45,000.00

PROMISSORY

NOTE

FOR

VALUE RECEIVED, NETCAPITAL INC., a Utah corporation (hereinafter called the “Borrower”), hereby promises to pay

to the order of Vanquish Funding Group Inc. a Virginia corporation, or registered assigns (the “Holder”) the sum of

$51,750.00 together with any interest as set forth herein, on February 28, 2027 (the “Maturity Date”), and to pay interest

on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be

prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is

not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid

(“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share

(the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America.

All payments shall be made at such address as the Holder shall hereafter give to the Borrower by

written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined,

shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note

was originally issued (the “Purchase Agreement”).

This

Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive

rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The

following terms shall apply to this Note:

ARTICLE

I. GENERAL TERMS

1.1

Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance

Date to the Principal ($51,750.00 * twelve percent (12%) = $6,210.00). Interest hereunder shall be paid as set forth herein to the Holder

or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in

cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2

Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in ten (10)

payments; each be in the amount of $5,796.00 (a total payback to the Holder of $57,960.00). The first payment shall be due May 30, 2026

with nine (9) subsequent payments on the 30th of each month thereafter (the February 2027 payment shall be due on February 28, 2027).

The Company shall have a five (5) business day grace period with respect to each payment. The Company has right to accelerate payments

or prepay in full at any time with no prepay-ment penalty. All payments shall be made by bank wire transfer to the Holder’s wire

instructions, at-tached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of

Default.

1.3

Prepayment Discount. Notwithstanding anything to the contrary contained in this Note, at any time during the period set forth

on the table immediately following this paragraph (the “Prepayment Period”) or as otherwise agreed to between the Borrower

and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder

of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.3. Any notice

of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered

addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall

be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional

Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the

direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the

Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note,

the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set

forth in the table immediately following this paragraph opposite the Prepayment Period, multiplied by the sum of the then outstanding

principal amount of this Note plus any accrued and unpaid interest on the unpaid principal amount of this Note to the Optional

Prepayment Date (the “Optional Prepayment Amount”).

Prepayment

Period

Prepayment Percentage

1. The period beginning on the Issue Date and ending

on the date which is ninety (90) days following the Issue Date.

96%

The period beginning on the date which is ninety-one (91) days following the Issue Date and

ending on the date which is one hundred twenty (120) days following the Issue Date

97%

The period beginning on the date which is one hundred twenty-one (121) days following

the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date

98%

ARTICLE

II. CERTAIN COVENANTS

2.1

Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s

written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any

consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

ARTICLE

III. EVENTS OF DEFAULT

any of the following events of default (each, an “Event of Default”) shall occur:

1.1

Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note,

whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) days after written notice from

the Holder.

1.2

Conversion and the Shares. The Borrower fails to issue shares of Common Stock to the Holder (or announces or threatens in writing

that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with

the terms of this Note (following an Event of Default other than this Section 3.2), fails to transfer or cause its transfer agent to

transfer (issue) (electronically or in certificated form) any certificate for shares of Common Stock issued to the Holder upon conversion

of or otherwise pursuant to this Note as and when required by this Note, the Borrower directs its transfer agent not to transfer or delays,

impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for

shares of Common Stock to be issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this

Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing)

any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any shares of Common

Stock issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written

announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure

shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing)

for three (3) business days after the Holder shall have delivered a Notice of Conversion. It is an obligation of the Borrower to remain

current in its obligations to its transfer agent. It shall be an event of default of this Note, if a conversion of this Note is delayed,

hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances

any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be paid by the Borrower

to the Holder within forty-eight (48) hours of a demand from the Holder.

1.3

Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and

any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of five (5) days

after written notice thereof to the Borrower from the Holder.

1.4

Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement

or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall

be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material

adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

1.5

Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or

apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such

a receiver or trustee shall otherwise be appointed.

1.6

Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary,

for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary

of the Borrower.

1.7

Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on the OTC Markets, Nasdaq National

Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the NYSE American Stock Exchange.

1.8

Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act;

and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

1.9

Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

1.10

Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its

debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going

concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

1.11

Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after

180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would,

by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect

to this Note or the Purchase Agreement.

1.12

Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide,

prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered

pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved

Amount) signed by the successor transfer agent to Borrower and the Borrower.

1.13

Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a

breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage

of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the

Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder

under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements”

means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder

and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements”

shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other

loan transaction and with all other existing and future debt of Borrower to the Holder. Furthermore, notwithstanding anything contained

herein to the contrary or in any of the Other Agreements to the contrary, in the event of default of any Other Agreements and such Other

Agreements are convertible into shares of Common Stock, Section 4.6 (d) Adjustment Due to

Market Price hereof shall be applied to each such Other Agreement as if such section was included within such Other Agreement and the

principal amount due with respect to such Other Agreement shall be adjusted accordingly .

Upon

the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Borrower

shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% (“Default Percentage”)

times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on

the unpaid principal amount of this Note to the date of payment plus (y) Default Interest, if any, on the amounts referred to

in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal

amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and

(z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately

become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs,

including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights

and remedies available at law or in equity. Notwithstanding anything to the contrary contained herein, in the event that following an

Event of Default (other than Section 3.2), a default pursuant to Section 3.2 occurs, the Default Percentage shall be immediately adjusted

to 200%.

the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then

the Holder shall have the right at any time, to convert the balance owed pursuant to the note including the Default Amount into shares

of common stock of the Company as set forth herein.

ARTICLE

IV. CONVERSION RIGHTS

4.1

Conversion Right. At any time following an Event of Default, the Holder shall have the right, to convert all or any part of the

outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on

the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed

or reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however,

that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion

of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of

Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised

or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations

contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect

to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more

than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately

preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of

1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such

proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number

of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined

below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto

as Exhibit B(the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided

that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected

to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion

Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next

business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal

amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if

any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s

option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the

Holder’s option, any amounts owed to the Holder pursuant to Sections 4.4 hereof. Limitation shall no longer apply to limit the

issuance of shares in conversion of this Note.

The

Holder shall be entitled to deduct $1,500.00 from the conversion amount in each Notice of Conversion to cover Holder’s deposit

fees associated with each Notice of Conversion. Any additional expenses incurred by Holder with respect to the Borrower’s transfer

agent, for the issuance of the Common Stock into which this Note is convertible into, shall immediately and automatically be added to

the balance of the Note at such time as the expenses are incurred by Holder.

4.2

Conversion Price. The conversion price (the “Conversion Price”) shall mean 61% multiplied by the lowest Trading Price

for the Common Stock during the twenty (20) Trading Days prior to the Conversion Date (subject to equitable adjustments by the Borrower

relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications,

extraordinary distributions and similar events) provided; however, that the conversion price for any conversions during the initial six

(6) months of the term of this Note shall not be less than $1.00 per share. “Trading Price” means, for any security as of

any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”)

as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC

is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or

trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing

manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”.

If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the

fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which

the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day”

shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other

securities market on which the Common Stock is then being traded.

4.3

Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from

its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common

Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have

authorized and reserved four times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion

Price of the Note in effect from time to time) (the “Reserved Amount”). The Reserved Amount shall be increased from time

to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be

duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to

its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current

Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of

shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i)

acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion

of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged

with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance

with the terms and conditions of this Note.

If,

at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4

Method of Conversion.

(a)

Mechanics of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance due pursuant

to this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting

to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion

Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the principal office of

the Borrower (upon payment in full of any amounts owed hereunder).

(b)

Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in

accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire

unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount

so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower,

so as not to require physical surrender of this Note upon each such conversion.

(c)

Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or

other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section

4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the

Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely

in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and

the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record

of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on

this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with

respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other

securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided

herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective

of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery

of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation

of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged

breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation

of the Borrower to the Holder in connection with such conversion.

(d)

Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable

upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities

Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower

shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder

by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”)

system.

(e)

Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies,

including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of

this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000

per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”);

provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and

not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common

Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the

option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall

be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note

and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees

that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference

with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages

provision contained in this Section 4.4(e) are justified.

4.5

Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless:

(i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall

have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel

in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption

from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate”

(as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5

and who is an Accredited Investor (as defined in the Purchase Agreement).

Any

restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the

Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall

have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable

transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which

opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon

conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the

Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the

opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such

as Rule 144), it will be considered an Event of Default pursuant to this Note.

4.6

Effect of Certain Events.

(a)

Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially

all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more

than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower

with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default

(as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition

to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual,

corporation, limited liability company, partnership, association, trust or other entity or organization.

(b)

Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion

of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar

event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of

another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially

all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this

Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified

herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which

the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction

(without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect

to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions

for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable,

as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower

shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days

prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders

to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization,

reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b)

the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above

provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c)

Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its

assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend

or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary

(i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note

after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would

have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder

of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

ARTICLE

V. MISCELLANEOUS

5.1

Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege

hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude

other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative

to, and not exclusive of, any rights or remedies otherwise available.

5.2

Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be

in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,

return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted

by hand delivery, telegram, or electronic mail, addressed as set forth below or to such other address as such party shall have specified

most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective

(a) upon hand delivery or delivery by electronic mail, at the address or number designated below (if delivered on a business day during

normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than

on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date

of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall

first occur. The addresses for such communications shall be:

to the Borrower, to:

NETCAPITAL

INC.

Lincoln Street

Boston,

Massachusetts 02111

Attn:

Todd Violette, Chief Executive Officer

Email:

todd.violette@netcapital.com

to the Holder:

Vanquish

Funding Group Inc.

1800

Diagonal Road, Suite 623

Alexandria

VA 22314

Attn:

Curt Kramer

e-mail:

ckramer6@bloomberg.net

5.3

Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the

Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the

other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended

or supplemented.

5.4

Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit

of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in

Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged

as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without

the consent of the Borrower.

5.5

Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection,

including reasonable attorneys’ fees.

5.6

Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without

regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated

by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States

District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction

and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum

non conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable

attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith

is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent

that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may

prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement.

Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding

in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via

registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to

it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained

herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7

Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8

Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder,

by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at

law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the

Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in

equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach

of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without

any bond or other security being required.

WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on April 24, 2026

NETCAPITAL

INC.

By:

/s/ Todd Violette

Todd Violette

Chief Executive Officer

EXHIBIT

A – WIRE INSTRUCTIONS

[to

be provided via email]

EXHIBIT

B — NOTICE OF CONVERSION

The

undersigned hereby elects to convert $ _________________ principal amount of the Note (defined below) into that number of shares of

Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of NETCAPITAL

INC., a Utah corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as

of April 24, 2026 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion,

except for transfer taxes, if any.

Box

Checked as to applicable instructions:

[ ]

The Borrower

shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or

its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

[ ]

The undersigned hereby

requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers

are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is

necessary, on an attachment hereto:

Date of conversion:

Applicable Conversion Price:

Number of shares of common stock to be issued

pursuant to conversion of the Notes:

Amount of Principal Balance due remaining

under the Note after this conversion:

By:

Name:

Title:

Date:

Todd Violette

Chief Executive Officer

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

THE

ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,

OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A)

AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH

COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE

ISSUE PRICE OF THIS NOTE IS $92,800.00

THE

ORIGINAL ISSUE DISCOUNT IS $12,800.00

Principal

Amount: $92,800.00

Issue

Date: April 24, 2026

Purchase Price:

$80,000.00

BRIDGE

NOTE

FOR

VALUE RECEIVED, NETCAPITAL INC., a Utah corporation (hereinafter called the “Borrower”), hereby promises to pay

to the order of Vanquish Funding Group Inc. a Virginia corporation, or registered assigns (the “Holder”) the sum of

$92,800.00 together with any interest as set forth herein, on February 28, 2027 (the “Maturity Date”), and to pay interest

on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be

prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is

not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid

(“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share

(the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America.

All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with

the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in

that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase

Agreement”).

This

Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive

rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The

following terms shall apply to this Note:

ARTICLE

I. GENERAL TERMS

1.1

Interest. A one-time interest charge of fourteen percent (14%) (the “Interest Rate”) shall be applied on the Issuance

Date to the Principal ($92,800.00 * fourteen percent (14%) = $12,992.00).

Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records

of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted

into share of Common Stock as set forth herein.

1.2

Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in five (5)

payments as follows:

Payment

Date

Amount

of Payment

October

30, 2026

$63,475.20

November

30, 2026

$10,579.20

December

30, 2026

$10,579.20

January

30, 2027

$10,579.20

February

28, 2027

$10,579.20

total payback to the Holder of $105,792.00).

The

Company shall have a five (5) day grace period with respect to each payment. The Company has right to prepay in full at any time with

no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit

A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

1.3

Prepayment Discount. Notwithstanding anything to the contrary contained in this Note, at any time during the period set forth

on the table immediately following this paragraph (the “Prepayment Period”) or as otherwise agreed to between the Borrower

and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder

of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.3. Any notice

of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered

addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall

be not more than three

(3)

Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”),

the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as

specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business

day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to

the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following

this paragraph opposite the Prepayment Period, multiplied by the sum of the then outstanding principal amount of this Note plus

any accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date (the “Optional Prepayment

Amount”).

Prepayment

Period

Prepayment

Percentage

The period beginning on the Issue Date and ending on the date which is ninety (90) days following the Issue Date.

96%

The period beginning on the date which is ninety-one (91) days following the Issue Date and ending on the date which is one hundred

twenty (120) days following the Issue Date

97%

The period beginning on the date which is one hundred twenty-one (121) days following the Issue Date and ending on the date which

is one hundred eighty (180) days following the Issue Date