Netcapital issues 600,000 Series A convertible preferred shares in unregistered sale for asset purchase

• Netcapital entered an unregistered issuance of 600,000 Series A Convertible Preferred shares on May 22, 2026, tied to its NetNudge asset acquisition.
• Preferred shares carry a stated value of $1.5 each, implying $900,000 initial stated consideration.
• Deal allows up to 600,000 additional preferred shares if NetNudge cumulative GAAP revenue reaches $3 million from June 1, 2026 to May 31, 2029.
• Maximum stated value of preferred shares issuable under the arrangement totals $1.8 million.
• Issuance relied on the Securities Act Section 4(a)(2) exemption for transactions not involving a public offering.

Disclaimer: This news brief was created by Public Technologies (PUBT) using generative artificial intelligence. While PUBT strives to provide accurate and timely information, this AI-generated content is for informational purposes only and should not be interpreted as financial, investment, or legal advice. Netcapital Inc. published the original content used to generate this news brief via EDGAR, the Electronic Data Gathering, Analysis, and Retrieval system operated by the U.S. Securities and Exchange Commission (Ref. ID: 0001493152-26-025607), on May 28, 2026, and is solely responsible for the information contained therein.