Netcapital Inc. (NASDAQ:NCPL) ("Netcapital" or the "Company"), a capital markets technology company leveraging regulatory infrastructure and proprietary market data to deliver AI-powered solutions, today announced that it has acquired substantially all of the assets related to the NetNudge AI Agent Platform from Codesharp Corporation, a Canadian corporation. The transaction closed on May 22, 2026. Netcapital plans to discuss the asset acquisition and the Company's broader strategic direction during its previously announced conference call scheduled for today, May 28, 2026, at 4:30 pm ET.

Transaction Summary

  • Netcapital acquired substantially all assets related to the NetNudge AI Agent Platform Business from Codesharp Corporation, a Canadian corporation, including intellectual property, software, systems, and related rights.
  • The consideration for the acquisition consists entirely of Netcapital Series A Convertible Preferred Stock, with 600,000 shares issued at closing at a stated value of $1.50 per share and up to an additional 600,000 shares issuable only if the acquired business unit achieves $3.0 million of cumulative GAAP revenue over a defined 36-month period. The preferred shares carry a fixed one-for-one conversion ratio into common stock at the Company's sole option and do not include anti-dilution protections or cash dividends. 
  • The acquired platform includes AI agent technologies for retrieval-augmented generation, workflow intelligence, automation, enterprise knowledge management, analytics, customer interaction analysis, and AI-assisted decision support, along with related datasets, prompts, workflows, model integrations, APIs, and development rights.