Netcapital Inc. acquired substantially all assets of the NetNudge AI Agent Platform from Codesharp Corporation. Initial consideration consists of 600,000 shares of Series A Convertible Preferred Stock, valued at $1.50 per share ($900,000). An additional 600,000 shares may be issued if the acquired business generates $3,000,000 in cumulative GAAP revenue between June 1, 2026, and May 31, 2029. The Series A Preferred Stock carries 2.5 votes per share for the initial tranche, while the earnout shares are non-voting while held as preferred stock. Conversion of preferred stock to common stock is at the sole election of Netcapital Inc. on a one-for-one basis.