Exhibit 10.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 2, 2026
NETCAPITAL INC.
(Exact name of registrant as specified in charter)
| Utah | 001-41443 | 87-0409951 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 1 Lincoln Street, Boston, Massachusetts | 02111 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (781) 925-1700
(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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 January 2, 2026, Netcapital Inc., a Utah corporation (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among the Company, Iverson Design, LLC, a Massachusetts limited liability company (the “Seller”), and Michael Iverson, as the Seller’s manager and sole member (collectively, the “Seller Parties”). Pursuant to the Asset Purchase Agreement, the Company acquired substantially all of the Seller’s assets that primarily relate to the Seller’s digital design studio business (the “Business”), other than certain excluded assets.
The Business is described in the Asset Purchase Agreement as providing creative services including graphic design, motion graphics, 2D/3D animation, visual effects, and related design and visualization services that incorporate AI-driven design methods.
Purchased assets include, among other things: tangible personal property; rights under assigned contracts; intellectual property assets, social media accounts and related content; systems (including owned software); marketing materials; customer and supplier lists and relationships; books and records; and goodwill. Schedule 2.1 to the Asset Purchase Agreement further describes the Purchased Assets to include hardware and software systems, intellectual property and design libraries, software-integrated systems and tools used in connection with AI-driven design production workflows (including workflows, automation tools, integrations and APIs, and proprietary models to the extent owned by the Seller), client lists and customer information, domain names and other digital identifiers, telephone numbers and email addresses, office furniture and equipment, and certain prepaid expenses, deposits and credits relating to periods after the closing.
Excluded assets include, among other things: the Seller’s organizational documents and certain records; employee-related records that cannot be transferred; contracts related to indebtedness; leased equipment; Iverson’s independent Etsy shop; Iverson’s independent film work with ATOMCAT Productions (The Rover: Gift of Eden); and Iverson’s private portfolio of independently-developed works not related to or owned by the Seller.
Pursuant to the Asset Purchase Agreement, the Company assumed only certain liabilities and obligations under the purchased contracts that accrue after the closing date and do not arise from any pre-closing breach. All other liabilities and obligations of the Seller are excluded, and the Seller agreed to timely pay and discharge all outstanding liabilities, including excluded liabilities, on or immediately following the closing date.
The purchase price for the Purchased Assets is 980,000 shares of the Company’s common stock, par value $0.001 per share (the “Buyer Stock”), issued and delivered to the Seller at closing in accordance with a subscription agreement. The closing occurred on January 2, 2026.
The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Items 1.01 related to the issuance of the Buyer Stock under the Asset Purchase Agreement of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as amended and Regulation D promulgated thereunder.
Item 8.01 Other Events.
On January 6, 2026, the Company issued a press release announcing the acquisition of the assets of Iverson Design, LLC. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Asset Purchase Agreement, dated January 2, 2026, by and between Netcapital Inc. and Iverson Design, LLC Corp. | |
| 99.1 | Press Release dated January 6, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 thereunto duly authorized.
Netcapital Inc. | ||
| (Registrant) | ||
| January 8, 2026 | By: | /s/ Coreen Kraysler |
| Name: | Coreen Kraysler | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
Exhibit 99.1
Netcapital Acquires Iverson Design Assets and Proprietary AI Design Technology Suite
Accelerates Transformation into Tokenization and Digital Asset Platform
BOSTON, MA – January 6, 2026 – Netcapital Inc. (NASDAQ: NCPL, NCPLW), a digital private capital markets ecosystem, today announced the acquisition of the assets of Iverson Design, LLC, a creative studio and developer of AI-powered design and visualization tools.
Led by multimedia and AI designer Michael Iverson, the studio develops motion graphics, 3D product visualization, investor presentations, and immersive digital experiences.
As part of the transaction, Michael Iverson joins Netcapital as Chief Design Director and Head of AI Experience. Under the agreement, Netcapital acquired Iverson Design’s full intellectual property portfolio, including its proprietary suite of AI-driven design, animation, and real-time rendering technologies. As consideration for the purchased assets, Netcapital issued 980,000 shares of its common stock.
“As part of the company’s transition to tokenization and digital asset offerings, we are excited to bring Michael and his AI design capabilities in-house,” said Rich Wheeless, CEO of Netcapital.
“Tokenizing investments in private companies represents a new opportunity, but only if everyday investors and issuers can quickly grasp the value. This acquisition puts Netcapital in a position to deliver an approachable and visually stunning tokenization experience in the market.”
Michael Iverson commented, “I’ve spent my career using design and AI to make the impossible feel simple and exciting. Partnering with Netcapital lets us apply that same approach to tokenization, turning fractional ownership of businesses, new technologies, and creative projects into something people can see, feel, and easily understand.”
Potential transaction benefits:
| ● | AI-assisted design workflows and internal toolsets intended to shorten turnaround time for motion graphics, 2D/3D content, and investor materials | |
| ● | A narrative-driven approach to explaining tokenization and digital asset concepts, aimed at making complex financial and technical topics easier for issuers and everyday investors to understand | |
| ● | 3D visualization and real-time rendering capabilities designed to showcase tokenized real-world assets and bring issuer stories to life across digital experiences | |
| ● | A reusable library of design files, motion assets, and presentation templates intended to accelerate consistent, high-quality investor-facing content across the Netcapital ecosystem |
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. The Company’s broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA.
Forward Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor Contact
800-460-0815
ir@netcapital.com