Netcapital Inc. — Form 8-K

Netcapital Inc. amended three convertible debt instruments with Vanquish Funding Group Inc. (dated August 6, 2026) to modify conversion rights and pricing terms. Key changes: conversion price reset to 65% of 20-day market low (35% discount), with $0.10 minimum per share for first 6 months; conversion capped at 4.99% beneficial ownership unless waived (non-waivable); $1,500 per conversion deducted from amounts; 19.99% share issuance cap without stockholder approval (Nasdaq Rule 5635(d)). Separately, Nasdaq granted an additional 180-day compliance period (to February 1, 2027) for the company to cure its sub-$1.00 minimum bid price violation after it failed the initial 180-day period ending August 3, 2026.