Netcapital Raises $402,743 in First Tranche of Secured Convertible Note to Hinterland
NCPL has more than doubled off its 52-week low of $0.207.
Summary
Netcapital took $402,743 in the first tranche of a secured convertible note from Hinterland Partners on variable-rate, deeply discounted terms, with a second $175,000 tranche contingent on filing its overdue 10-K and 10-Q within 90 days.
Key Events · Financing and Capital Events · NCPL
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First Tranche of Secured Note Closed
Hinterland Partners paid $402,743 on October 14, 2026 for a note with $447,492.22 principal, reflecting a $64,193.66 original issue discount and a 12% one-time interest charge ($53,699.06 on this tranche).
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Variable-Rate Conversion at 15% Discount
The note converts at 85% of the lowest traded price over the seven trading days before conversion, with a ratchet down to any lower future issuance price — a structure that feeds shares into the market as the price falls.
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KingsCrowd Stake Pledged as Collateral
3,209,685 KingsCrowd Class A shares secure the note; on default Hinterland gains voting rights and can take the shares at $0.18 each against the balance.
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Second Tranche Tied to Delinquent Filings
An additional $175,000 is only funded if, within 90 days, Netcapital files its overdue FY2026 10-K and Q1 10-Q, stays listed on Nasdaq and avoids default.
Analysis · NCPL · Finance
Netcapital closed the first tranche of a secured convertible note with Hinterland Partners — $402,743 in cash against $447,492 of principal, with a second $175,000 tranche contingent on curing its delinquent 10-K and 10-Q within 90 days and staying listed on Nasdaq. The terms are punitive: conversion at 85% of the lowest trade over the prior seven days, a ratchet to any lower future issuance price, 30% of any incoming cash swept to repayment, and a 150% default multiplier. The collateral is the company's 3,209,685 KingsCrowd Class A shares, which Hinterland can take outright at $0.18 per share on default. Against an SEC fraud suit, a resigned auditor, non-reliance on prior financials and two Nasdaq delinquency notices, this is survival capital at a steep price — the lender, not the company, holds the leverage.
How filings like this one have moved
In the 30 days to Oct 20, 2026, 37.4% of the 952 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, NCPL was trading at $2.21 on NASDAQ in the Finance sector, with a market capitalization of approximately $15.9M. The 52-week trading range was $0.21 to $2.66. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.