Form 8-K

8-K — Netcapital Inc.

Accession: 0001493152-26-028158

Filed: 2026-06-10

Period: 2026-06-05

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-10.1 (ex10-1.htm)

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8-K

8-K (Primary)

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2026-06-05

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2026-06-05

0001414767

NCPL:WarrantsExercisableForOneShareOfCommonStockMember

2026-06-05

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): June 5, 2026

NETCAPITAL

INC.

(Exact

name of registrant as specified in charter)

Utah

001-41443

87-0409951

(State

or other jurisdiction

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 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange 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.

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.

Item

3.02. Unregistered Sales of Equity Securities.

The

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

The

Company issued the Note in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities

Act of 1933, as amended. The Buyer represented that it is an accredited investor and that it acquired the Note and the shares of common

stock issuable upon conversion of the Note for its own account and not with a present view toward their public sale or distribution.

The offering was conducted without general solicitation. No placement agent or underwriter was involved, and no underwriting discounts

or commissions were paid in connection with the issuance. The Note and the shares of common stock issuable upon conversion of the Note

have not been registered under the Securities Act and may not be offered or sold absent registration or an applicable exemption from

registration.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

4.1

Promissory Note, dated June 4, 2026, issued by Netcapital Inc. to Vanquish Funding Group Inc.

10.1

Securities Purchase Agreement, dated June 4, 2026, by and between Netcapital Inc. and Vanquish Funding Group Inc.

104

Cover

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

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:

June 10, 2026

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 $182,120.00

THE ORIGINAL ISSUE DISCOUNT IS $25,120.00

Principal Amount: $182,120.00

Issue Date: June 4, 2026

Purchase Price: $157,000.00

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

$182,120.00 together with any interest as set forth herein, on March 30, 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 thirteen percent (13%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal

($182,120.00 * thirteen percent (13%) = $23,675.00). 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

November 30, 2026

$ 71,250.00

December 30, 2026

$ 33,636.25

January 30, 2027

$ 33,636.25

February 28, 2027

$ 33,636.25

March 30, 2027

$ 33,636.25

(a total payback to the Holder of $205,795.00).

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

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

96 %

2. 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 %

3. 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. Except for the transactions contemplated by the Letter of Intent dated May 30, 2026 with respect to Resmac, Inc. included

within the Form 8-K as filed by the Borrower with the Securities and Exchange Commission June 4, 2026, 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:

3.1 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.

3.2 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.

3.3 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.

3.4 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.

3.5 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.

3.6 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.

3.7 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.

3.8 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.

3.9 Liquidation.

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

3.10 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.

3.11 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.

3.12 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.

3.13 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 65% 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.

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.

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 June 4, 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 June 4, 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:

EX-10.1

Filename: ex10-1.htm · Sequence: 3

Exhibit

10.1

SECURITIES

PURCHASE AGREEMENT

This

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 4, 2026, by and between NETCAPITAL INC.,

a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and Vanquish Funding

Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

WHEREAS:

The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded

by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the

Securities Act of 1933, as amended (the “1933 Act”); and

Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory

note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $182,120.00 (including $25,120.00

of Original Issue Discount) (the “Note”).

NOW

THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

Purchase and Sale of the Securities.

Purchase of the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer

agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Securities be issued

and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to

the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company

shall deliver such duly executed Note on behalf of the Company against delivery of such Purchase Price.

Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below,

the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00

noon, Eastern Standard Time on or about June 4, 2026, or such other mutually agreed upon time. The closing of the transactions contemplated

by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion

of or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the “Conversion Shares”

and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale

or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation

D (an “Accredited Investor”).

Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions

from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth

and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings

of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the

Securities.

Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information

unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend

in substantially the following form:

“THE

SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS

(1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2)

THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY

ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED

WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.”

The

legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Buyer of any Security upon

which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under

an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without

any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such Buyer provides

the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to

the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be

accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented

by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In

the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided

by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline,

it will be considered an Event of Default pursuant to Section 3.2 of the Note.

Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered

on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its

terms.

Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized,

validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate

and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated

and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which

the Company owns, directly or indirectly, any equity or other ownership interest.

Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement,

the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms

hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions

contemplated hereby and thereby (including without limitation, the issuance of the Note has been duly authorized by the Company’s

Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii)

this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative

is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith

and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each

of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance

with its terms.

Capitalization. As of the date hereof, the authorized common stock of the Company consists of 900,000,000 authorized shares of

Common Stock, $0.001 par value per share, of which 7,847,899 shares are issued and outstanding. All of such outstanding shares of capital

stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .

Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will

be validly issued, fully paid and non-assessable, and 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 Company and will not impose personal liability

upon the Buyer thereof.

No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company

of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate

of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or

an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment,

acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries

is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities

laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable

to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected

(except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually

or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted,

and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental

entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition

or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements

or instruments to be entered into in connection herewith.

SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required

to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934

Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules

thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein

as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents,

except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the

SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated

thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue

statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents

is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in

subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial

statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements

and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with

United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material

respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated

results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end

audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

Absence of Certain Changes. Since January 31, 2026, except as set forth in the SEC Documents, there has been no material adverse

change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results

of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation

before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company

or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in

their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances

which might give rise to any of the foregoing.

No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly

or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require

registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not

be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval

provisions applicable to the Company or its securities.

No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction

fees or similar payments relating to this Agreement or the transactions contemplated hereby.

No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement

will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment

Company”). The Company is not controlled by an Investment Company.

Breach of Representations and Warranties by the Company. If the Company breaches any of the material representations or warranties

set forth in this Section 3 which is continuing after the applicable cure period as set forth in the Note, if any, and in addition to

any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 4.4 of

the Note.

COVENANTS.

Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section

7 of this Agreement.

Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to

reimburse Buyer’ expenses shall be $7,000.00 for Buyer’s legal fees and due diligence fee.

Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall

not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.

Breach of Covenants. If the Company breaches any of the material covenants set forth in this Section 4, and in addition to any

other remedies available to the Buyer pursuant to this Agreement which is continuing after the applicable cure period as set forth in

the Note, it will be considered an event of default under Section 4.4 of the Note.

Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting

requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

The Buyer is Not a “Dealer”. The Buyer and the Company hereby acknowledge and agree that the Buyer has not: (i) acted

as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted

any other professional market activities such as providing investment advice, extending credit and lending securities in connection;

and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.

Shorting. So long as any portion of the Note remains outstanding, the Holder agrees that neither it nor any of its affiliates

shall, directly or indirectly, engage in any short sales of the Company’s Common Stock or otherwise take any action that would

have the effect of decreasing the trading price of the Common Stock

Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered

in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion

Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with

the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its

transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent

Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve

shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company

and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be

sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of

this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this

Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books

and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not

to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any

certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required

by the Note and this Agreement; and (iii) it will not fail 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 Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required

by the Note and/or this Agreement. If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with

an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale

or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the

case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend,

in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder

will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the

Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the

event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition

to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing

economic loss and without any bond or other security being required.

Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities

to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto,

provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

The Buyer shall have executed this Agreement and delivered the same to the Company. Section 1(b) above.

The Buyer shall have delivered the Purchase Price in accordance with

The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of

the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer

shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this

Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the

Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions

are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

The Company shall have executed this Agreement and delivered the same to the Buyer.

The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged

in writing by the Company’s Transfer Agent.

The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as

of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the

Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required

by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received

a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing

effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect

to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated

or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority

over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited

to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

Governing Law; Miscellaneous.

Governing Law. This Agreement 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 Agreement 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 Agreement 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 Company and Buyer waive trial by jury. The Buyer shall be entitled to recover from the Company its reasonable

attorney’s fees and costs. In the event that any provision of this Agreement 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 Agreement, the Note or any related document or agreement 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 Agreement

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.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of

which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered

to the other party.

Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation

of, this Agreement.

Severability. In the event that any provision of this Agreement 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 provision hereof which may prove invalid or unenforceable under any law shall not affect

the validity or enforceability of any other provision hereof.

Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties

with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor

the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may

be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

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 facsimile, 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 facsimile, with accurate confirmation generated by the transmitting facsimile machine, 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

as set forth in the heading of this Agreement. Each party shall provide notice to the other party of any change in address.

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and

assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written

consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities

in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without

the consent of the Company.

Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall

survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees

to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result

of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this

Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and

shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request

in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated

hereby.

No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express

their mutual intent, and no rules of strict construction will be applied against any party.

Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by

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

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

the Company of the provisions of this Agreement, that the Buyer 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 Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss

and without any bond or other security being required.

[THE

REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

NETCAPITAL

INC.

By:

/s/

Todd Violette

Todd

Violette

Chief

Executive Officer

Vanquish

Funding Group Inc.

By:

/s/

Curt Kramer

Curt

Kramer

President

Aggregate Principal Amount of Note:

$ 182,120.00

Original Issue Discount

$ 25,120.00

Aggregate Purchase Price:

$ 157,000.00

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