Material Agreement - Form 8-K

Item 1.01 Entry into a Material Definitive Agreement.

1. On April 24, 2024, Netcapital Inc. (the "Company") entered into a Stock Purchase Agreement (the "Geary Purchase Agreement") with Steven Geary, a member of the Company's board of directors for the issuance and sale in a private placement (the "Private Placement") of: 239,274 shares (the "Geary Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), at a price per share of $0.1324 (which price represents the "Minimum Price" under Nasdaq Rule 5635(d)), in consideration of Mr. Geary's cancellation of $31,680 of outstanding indebtedness owed to him by the Company. The Geary Shares were issued as restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended on April 24, 2024. We did not receive any proceeds for the issuance of the Geary Shares.

2. On April 24, 2024, the Company entered into a Stock Purchase Agreement (the "Riss Purchase Agreement") with Paul Riss, a member of the board of directors of Netcapital Funding Portal, Inc. which is a wholly-owned subsidiary of the Company for the issuance and sale in a private placement (the "Private Placement") of: 442,024 shares (the "Riss Shares") of the Company's common stock, par value $0.001 per share ("Common Stock"), at a price per share of $0.1324 (which price represents the "Minimum Price" under Nasdaq Rule 5635(d)), in consideration of Mr. Riss' cancellation of $58,524 of outstanding indebtedness owed to him by the Company. The Riss Shares were issued as restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended on April 24, 2024. We did not receive any proceeds for the issuance of the Riss Shares.

The foregoing descriptions of terms and conditions of the Geary Purchase Agreement and the Riss Purchase Agreement do not purport to be complete and are qualified in their entirety by the full text of the Geary Purchase Agreement and the Riss Purchase Agreement, which are attached hereto as Exhibits 10.1, and 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.