Netcapital Inc. 10-Q

ITEM 5. OTHER INFORMATION. Seidenberg Note Default and Settlement Agreement On April 29, 2025, the Company issued a promissory note in the amount of $200,000 with a 50% original issue discount of 50% resulting in proceeds to the Company of $100,000, to Ivan Seidenberg (the “Seidenberg Note”) with a maturity date of July 31, 2025. This note was not paid by the maturity date and as a result interest on the outstanding amount under the Seidenberg Note increased from 8% per annum to 20% per annum. On September 16, 2025, the Company entered into a settlement agreement with Ivan Seidenberg (the “Seidenberg Settlement Agreement”) to settle the $209,272 outstanding on the Seidenberg Note on such date, which amount includes accrued interest of $9,272. Under the terms of the Seidenberg Settlement Agreement the parties agreed that the Seidenberg Note was fully paid in complete satisfaction upon the Company paying $104,636 in cash and issuance of $104,636 of the Company’s common stock (46,258 shares at a price equal to $2.262 per share, which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)). Hesse Note Default and Settlement Agreement On May 1, 2025, the Company issued a promissory note in the amount of $400,000 with a 50% original issue discount of 50% resulting in proceeds to the Company of $200,000 to Daniel R. Hesse Revocable Trust dated October 12, 2006 (the “Hesse Note”) with a maturity date of July 31, 2025. The Hesse Note was not paid by the maturity date and as a result interest on the outstanding amount under the Hesse Note increased from 8% per annum to 20% per annum. On September 16, 2025, the Company entered into a settlement agreement with the Daniel R. Hesse Revocable Trust dated October 12, 2006 (the “Hesse Settlement Agreement”) to settle the $418,148 outstanding on the Hesse Note on such date, which amount includes accrued interest of $18,148. Under the terms of the Hesse Settlement Agreement the parties agreed that the Hesse Note was fully paid in complete satisfaction upon the Company paying $209,074 in cash and issuance of 209,074 of the Company’s common stock (92,428 shares at a price of equal to $2.262 per share, which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)). - 33 - Rule 10b5-1 Trading Plans During the fiscal quarter ended July 31, 2025, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.” ITEM 6. EXHIBITS. Exhibit No. 4.1 Convertible Promissory Note dated April 29, 2025, in the principal amount of $61,360, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated April 30, 2025 and filed with the SEC on May 5, 2025 4.2 Convertible Promissory Note dated April 29, 2025, in the principal amount of $64,960, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated April 30, 2025 and filed with the SEC on May 5, 2025 4.3 Form of Promissory Note (Non-convertible), incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated April 30, 2025 and filed with the SEC on May 5, 2025 4.4 Form of Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 7, 2025 and filed with the SEC on July 7, 2025 4.5 Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated July 2, 2025 and filed with the SEC on July 7, 2025 4.6 Form of Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 16, 2025 and filed with the SEC on July 17, 2025 4.7 Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated July 16, 2025 and filed with the SEC on July 17, 2025. 10.1 Securities Purchase Agreement dated April 29, 2025 in the amount of $61,360, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated April 30, 2025 and filed with the SEC on May 5, 2025 10.2 Securities Purchase Agreement dated April 29, 2025 in the amount of $64,960 incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated April 30, 2025 and filed with the SEC on May 5, 2025 10.3 Form of Subscription Agreement, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated June 6, 2025 and filed with the SEC on June 12, 2025 10.4 Form of Advisory Agreement, incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K dated June 6, 2025 and filed with the SEC on June 12, 2025 10.5 Horizon Software Agreement, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated June 26, 2025 and filed with the SEC on June 30, 2025 10.6 Form of Securities Purchase Agreement dated July 2, 2025, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated July 7, 2025 and filed with the SEC July 7, 2025. 10.7 Form of Securities Purchase Agreement dated July 16, 2025, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated July 17, 2025 and filed with the SEC July 17, 2025. 10.8 Second Amendment to 2023 Omnibus Equity Incentive Plan, incorporated by reference to our Annual Report on Form 10-K filed with the SEC on August 12, 2025 10.9 Settlement Agreement and Release dated September 16, 2025, by and between Daniel R. Hesse Revocable Trust dated October 12, 2006 and Netcapital Inc. 10.10 Settlement Agreement and Release dated September 16, 2025, by and between Ivan Seidenberg and Netcapital Inc. 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File - the cover page from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2025 is formatted in Inline XBRL *Filed herewith - 34 - 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 hereunto duly authorized. Date: September 22, 2025 NETCAPITAL INC. By: /s/ Martin Kay Martin Kay Chairman of the Board and Chief Executive Officer (Principal Executive Officer) By: /s/ Coreen Kraysler Coreen Kraysler Chief Financial Officer ( Principal Financial and Accounting Officer ) - 35 -