UNITED STATES | ||
SECURITIES AND EXCHANGE COMMISSION | ||
Washington, D.C. 20549 | ||
FORM
| ||
CURRENT REPORT | ||
PURSUANT TO SECTION 13 OR 15(d) OF | ||
THE SECURITIES EXCHANGE ACT OF 1934 | ||
Date
of Report (Date of earliest event reported): | ||
(Exact name of registrant as specified in its charter) | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code) | ||
(Registrant's telephone number, including area code) | ||
Not Applicable | ||
(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: | ||
Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
The |
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
If 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.
On April 28, 2023, Netcapital Inc. (the “Company”) entered into an Amendment to Revolving Loan and Security Agreement (the “Amendment”) with Vaxstar LLC which amended the terms of the Company’s prior Revolving Loan and Security Agreement as follows: (i) interest on the advances under the Loan Agreement increased from 8% to 12% and (ii) the Maturity Date of the Loan was extended until October 31, 2023.
The description of the terms and conditions of the Amendment set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Amendment, which is attached hereto as Exhibit 10.1.
Item 3.02 Unregistered Sales of Equity Securities.
On April 27, 2023 the Company issued 350,000 shares of its common stock for business advisory services. The Company did not receive any proceeds for the issuance of these shares. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
On April 27, 2023, the Company issued 18,750 shares of its common stock in conjunction with the purchase of a 10% interest in Caesar Media Group Inc. The Company did not receive any proceeds for the issuance of these shares. The issuance was exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description | |
10.1 | Amendment to Revolving Loan and Security Agreement dated April 28, 2023 between Netcapital Inc. and Vaxstar LLC |
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.
Netcapital Inc. | ||
(Registrant) | ||
Date: May 2, 2023 | By: | /s/ Martin Kay |
Martin Kay | ||
Chief Executive Officer |