Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On June 4, 2026, Netcapital Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") dated as of June 3, 2026 with Labrys Fund II, L.P., a Delaware limited partnership ("Labrys"). On June 4, 2026, the transaction closed upon the Company's receipt of the purchase price, and the Company issued and delivered to Labrys a promissory note dated June 3, 2026 in the principal amount of $145,000 (the "Note") and a common stock purchase warrant dated June 3, 2026 to purchase 125,000 shares of the Company's common stock, par value $0.001 per share, at an initial exercise price of $0.50 per share (the "Warrant," and together with the Note, the shares issuable upon conversion of the Note and the shares issuable upon exercise of the Warrant, the "Securities").

Labrys previously entered into a separate securities purchase agreement with the Company dated May 12, 2026, pursuant to which the Company issued Labrys a promissory note in the principal amount of $290,000 and a warrant to purchase 250,000 shares of the Company's common stock.

The Note was issued for a purchase price of $125,000 and reflects an original issue discount of $20,000. At the closing, Labrys withheld $4,000 from the purchase price to cover Labrys' legal fees, $1,000 to be paid to Labrys II Management, LLC to cover due diligence costs, and $8,750 to cover fees owed by the Company to Enclave Capital LLC, a registered broker-dealer acting as placement agent. Accordingly, the Company received net cash proceeds of $111,250.

The Note includes a one-time interest charge of 12% of the principal amount, or $17,400, earned in full as of June 3, 2026. The Note is an unsecured obligation of the Company and matures on June 3, 2027.

The Company is required to make amortization payments beginning December 3, 2026, consisting of an initial payment of $81,200, followed by five payments of $13,533.33 on January 3, 2027, February 3, 2027, March 3, 2027, April 3, 2027 and May 3, 2027, with all remaining outstanding amounts due on June 3, 2027. Each amortization payment first reduces accrued and unpaid interest and then reduces the outstanding principal balance of the Note.

The Note may be prepaid at any time before the 181st calendar day following June 3, 2026 upon three trading days' prior written notice to the holder. The required prepayment amount equals the applicable prepayment percentage multiplied by the then-outstanding principal amount plus the applicable prepayment percentage multiplied by accrued and unpaid interest: 96% during the period beginning on June 3, 2026 and ending 90 calendar days thereafter, 97% during the period beginning 91 calendar days after June 3, 2026 and ending 150 calendar days thereafter, and 98% during the period beginning 151 calendar days after June 3, 2026 and ending 180 calendar days thereafter. Amounts not paid when due bear default interest at the lesser of 22% per annum and the maximum amount permitted by law.

The Note becomes convertible at the holder's option upon the earliest of (i) the Company's failure to pay an amortization payment when due, (ii) the date that is 180 calendar days after June 3, 2026, or (iii) the date that any conversion shares are registered for resale pursuant to a registration statement or prospectus filed by the Company. The conversion price is 75% of the lowest closing bid price of the Company's common stock during the ten trading days immediately preceding the applicable conversion date, subject to a floor price of $0.10 per share. The floor price does not apply on or after an event of default. The Note contains a 4.99% beneficial ownership limitation, which the holder may increase or decrease upon notice to the Company, provided that the limitation may not exceed 9.99% and an increase is not effective until the 61st day after notice.

The Warrant is exercisable beginning December 3, 2026 and expires at 5:00 p.m., New York City time, on June 3, 2029. The exercise price is $0.50 per share, subject to adjustment for stock dividends, stock splits, combinations, reclassifications and similar events. If, at the time of exercise, there is no effective registration statement registering, or the prospectus contained therein is not available for, the resale of the warrant shares by the holder, the Warrant may be exercised on a cashless basis. The Warrant contains a 4.99% beneficial ownership limitation, which may be increased or decreased upon notice to the Company, subject to a maximum of 9.99% and a 61-day delay for any increase.