| 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) | ||
| 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: | ||
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 January 28, 2022 and February 3, 2022 Netcapital Inc. renegotiated terms in the Amended Loan and Security Agreement dated July 25, 2014 (“the Loan”) with its secured lender, Vaxstar LLC, as follows:
| · | The maturity date changed from April 30, 2022 to April 30, 2023. |
| · | The interest rate was clarified to be 8% per annum. |
Paragraph 1.(d) (i) of the Loan was amended to be and read as follows:
“Subject to Section 7(b)(ii), the principal amount outstanding under the Loan Advances shall accrue interest from the date of this Amendment until the Maturity Date at the rate of eight percent (8%) per annum. Interest is not due until the Maturity Date. It is understood and agreed that this provision will have retroactive effect and deemed effective as of October 31, 2020.”
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description of Exhibit |
| 4.1 |
|
| 4.2 | Agreement dated February 3, 2022 to amend the Amended Loan and Security Agreement dated July 25, 2014. |
SIGNATURE
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: February 3, 2022 | /s/ Coreen Kraysler | |
| Coreen Kraysler | ||
| Title: Chief Financial Officer |