Basic Stats
| CIK | 1414767 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Netcapital Inc.
SEC Filings (Chronological Order)
This page provides a complete, chronological list of SEC Filings, excluding ownership filings which we provide elsewhere.
| August 21, 2025 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 August 21, 2025 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 August 21, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Re: Netcapital Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-286555 Dear Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Netcapital Inc. (the “Registra |
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| August 19, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit |
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| August 19, 2025 |
As filed with the U.S. Securities and Exchange Commission on August 19, 2025 As filed with the U.S. Securities and Exchange Commission on August 19, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation or organization) (Primary |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2025 ժ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41443 NETCAPITAL INC. (Exact name of |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| August 13, 2025 |
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): August 12, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| August 13, 2025 |
NETCAPITAL INC. CONSOLIDATED BALANCE SHEETS Exhibit 99.1 Netcapital Announces Full Year Fiscal 2025 Financial Results - Updated ● Management to Host Earnings Call on August 13, 2025 at 9 a.m. ET BOSTON, MA – August 12, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the full fiscal year 2025 ended April 30, 2025. “In 2025, we made an important s |
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| August 12, 2025 |
Second Amendment to 2023 Omnibus Equity Incentive Plan Exhibit 10.36 SECOND AMENDMENT TO NETCAPITAL INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN This SECOND AMENDMENT TO NETCAPITAL INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the Netcapital Inc. 2023 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 30th day of July, 2025, by the Board of Directors (the “Board”) of Netcapital Inc., a Utah corporation (the “Company”), pursuant to |
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| August 12, 2025 |
Exhibit 19.1 Insider Trading Policy Netcapital Inc. Effective as of July 25, 2025 1. Purpose of this Policy. In the course of performing your duties for Netcapital Inc., you may from time to time receive or become aware of material nonpublic information (“MNPI”) about the Company and its subsidiaries (the “Company”) or other companies that do business with the Company. This Insider Trading Policy |
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| August 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2025 ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41443 NETCAPITAL INC. (Exact name of |
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| August 12, 2025 |
Exhibit 4.17 DESCRIPTION OF CAPITAL STOCK General Our articles of incorporation authorize the issuance of up to 900,000,000 shares of common stock, par value of $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per shares. As of August 12, 2025, there were 4,720,056. shares of our common stock outstanding and no shares of our preferred stock outstanding. The following des |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| July 29, 2025 |
SEC FILE NUMBER 001-41443 CUSIP NUMBER 64113L202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 17, 2025 |
Form of Placement Agent Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 17, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 16, 2025, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| July 17, 2025 |
Exhibit 99.2 Netcapital Announces Closing of Up To $5.9 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules $3 million upfront with up to an additional $2.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants Boston, July 17, 2025 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, t |
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| July 17, 2025 |
Exhibit 99.1 Netcapital Announces Up To $5.9 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules $3 million upfront with up to an additional $2.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants Boston, July 16, 2025 – Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announ |
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| July 17, 2025 |
641,712 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 26, 2022) 641,712 Shares of Common Stock We are offering 641,712 shares of our common stock, $0.001 par value per share, pursuant to this prospectus supplement and the accompanying prospectus to several institutional investors. The purchase price of each share of common stock to the purc |
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| July 17, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 17, 2025 |
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): July 16, 2025 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 |
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| July 7, 2025 |
Exhibit 99.1 Netcapital Announces Up To $9.9 Million Registered Direct Offering Priced At-The- Market Under Nasdaq Rules $5 million upfront with up to an additional $4.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants Boston, July 3, 2025 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announ |
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| July 7, 2025 |
714,286 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 26, 2022) 714,286 Shares of Common Stock We are offering 714,286 shares of our common stock, $0.001 par value per share, pursuant to this prospectus supplement and the accompanying prospectus to several institutional investors. The purchase price of each share of common stock to the purc |
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| July 7, 2025 |
Form of Placement Agent Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| July 7, 2025 |
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): July 2, 2025 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 |
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| July 7, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2025, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| July 7, 2025 |
Exhibit 99.2 Netcapital Announces Closing of Up To $9.9 Million Registered Direct Offering Priced At- The-Market Under Nasdaq Rules $5 million upfront with up to an additional $4.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants Boston, July 7, 2025 - Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, t |
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| July 7, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 30, 2025 |
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): June 26, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) UtahUT 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| June 30, 2025 |
Exhibit 10.1 HORIZON SOFTWARE AGREEMENT This HORIZON SOFTWARE AGREEMENT (the “Agreement”) is entered into on 26th day of June, 2025 (the “Effective Date”) between Horizon Globex GmbH, a company incorporated in Switzerland with its main office at Bleichistrasse 8, 6300 Zug, Switzerland (hereinafter referred to as “Company”) and Netcapital Inc., having its main office at One Lincoln Street, Boston, |
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| June 23, 2025 |
H.C. Wainwright & Co. The date of this prospectus supplement is June 23, 2025 Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 26, 2022) Up to $975,000 Common Stock Netcapital Inc. This prospectus supplement amends and supplements the information in the prospectus, dated October 26, 2022, filed as a part of our registration statement on Form S-3 (File No. 333-267921), as supplemented by our prospectus supplement |
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| June 23, 2025 |
Other Events, Financial Statements and Exhibits 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): June 23, 2025 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 |
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| June 12, 2025 |
Exhibit 10.5 ADVISORY BOARD AGREEMENT THIS ADVISORY BOARD AGREEMENT (the “Agreement”) is effective as of June 6, 2025 (the “Effective Date”) by and between Netcapital Inc., a Utah corporation (the “Company”), and (the “Advisor”). RECITALS A. Company desires to obtain the services of Advisor (the “Services”) to serve on the Company’s Board of Crypto Advisors (the “AB”), and the Advisor desires to s |
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| June 12, 2025 |
First Amendment to 2023 Omnibus Equity Incentive Plan Exhibit 10.4 FIRST AMENDMENT TO NETCAPITAL INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN This FIRST AMENDMENT TO NETCAPITAL INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the Netcapital Inc. 2023 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 6th day of June, 2025, by the Board of Directors (the “Board”) of Netcapital Inc., a Utah corporation (the “Company”), pursuant to Sec |
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| June 12, 2025 |
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): June 6, 2025 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 |
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| June 12, 2025 |
Netcapital Announces Formation of Game Advisory Board Exhibit 99.1 Netcapital Announces Formation of Game Advisory Board BOSTON, MA – June 12, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced the formation of its Game Advisory Board to support strategic growth initiatives and deepen engagement with the online game community. The Game Advisory Board brings together a select grou |
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| June 12, 2025 |
Form of Stock Option Agreement Subject to Shareholder Approval Exhibit 10.3 NETCAPITAL INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2023 Omnibus Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Netcapital Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purc |
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| June 12, 2025 |
Form of Subscription Agreement Exhibit 10.1 SUBSCRIPTION AGREEMENT in connection with NETCAPITAL INC. Shares of Common Stock June 6, 2025 INSTRUCTIONS TO SUBSCRIPTION AGREEMENT NAME OF SUBSCRIBER: SECURITIES OFFERED: Shares of Common Stock at a price of $4.00 per share. IMPORTANT INSTRUCTIONS FOR COMPLETION: 1. COMPLETE YOUR NAME ABOVE; and 2. PROVIDE THE NUMBER OF SHARES TO BE PURCHASED AND ALL INFORMATION REQUESTED ON PAGES 9 |
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| June 12, 2025 |
Form of Stock Option Agreement (2023 Omnibus Equity Incentive Plan) Exhibit 10.2 NETCAPITAL INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2023 Omnibus Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Netcapital Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purc |
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| June 12, 2025 |
Matt Morgan Joins Netcapital Crypto Advisory Board Exhibit 99.2 Matt Morgan Joins Netcapital Crypto Advisory Board BOSTON, MA – June 12, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced that Matt Morgan has joined the Company’s newly established Crypto Advisory Board. A seasoned advisor to multiple blockchain ventures, Matt Morgan currently serves as an advisor to World Libe |
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| May 9, 2025 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 May 9, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Bonnie Baynes Rolf Sundwall David Gessert Sandra Hunter Berkheimer Re: Netcapital Inc. Form 10-K for the fiscal year ended April 30, 2023 File No. 001-41443 Dear Ladies and Gentlemen: We acknowledge receipt of your letter dated A |
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| May 5, 2025 |
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): April 30, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| May 5, 2025 |
Form of Promissory Note (non-convertible) Exhibit 4.3 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O |
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| May 5, 2025 |
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): April 29, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| May 5, 2025 |
Convertible Promissory Note dated April 29, 2025, in the principal amount of $64,960 Exhibit 4.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O |
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| May 5, 2025 |
Securities Purchase Agreement dated April 29, 2025 in the amount of $64,960 Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2025, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 |
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| May 5, 2025 |
Convertible Promissory Note dated April 29, 2025, in the principal amount of $61,360 Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O |
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| May 5, 2025 |
Securities Purchase Agreement dated April 29, 2025 in the amount of $61,360 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2025, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 |
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| April 15, 2025 |
Exhibit 10.22 U.S. Small Business Administration Economic Injury Disaster Loan LOAN AUTHORIZATION AND AGREEMENT Date: 06.17.2020 (Effective Date) On the above date, this Administration (SBA) authorized (under Section 7(b) of the Small Business Act, as amended) a Loan (SBA Loan #7211697908) to Valuesetters Inc. (Borrower) of 745 Atlantic Ave. Boston Massachusetts 02111 in the amount of five hundred |
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| April 15, 2025 |
Exhibit 10.25 Paycheck Protection Note VIRGINIA BORROWERS: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT FURTHER NOTICE. SBA Loan # 6627858304 SBA Loan Name VALUESETTERS INC. Date 1/31/2021 Loan Amount $1,885,800.00 Fixed Interest Rate 1.0% Borrower |
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| April 15, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit |
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| April 15, 2025 |
Exhibit 10.24 U.S. Small Business Administration SECURITY AGREEMENT SBA Loan#: 7211697908 Borrower: Valuesetters Inc. Secured Party: The Small Business Administration, an Agency of the U.S. Government Date: 06.17.2020 Note Amount: $500,000.00 1. DEFINITIONS. Unless otherwise specified, all terms used in this Agreement will have the meanings ascribed to them under the Official Text of the Uniform C |
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| April 15, 2025 |
As filed with the U.S. Securities and Exchange Commission on April 15, 2025 As filed with the U.S. Securities and Exchange Commission on April 15, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation or organization) (Primary S |
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| April 15, 2025 |
Exhibit 10.23 U.S. Small Business Administration NOTE (SECURED DISASTER LOANS) Date: 06.17.2020 Loan Amount: $500,000.00 Annual Interest Rate: 3.75% SBA Loan# 7211697908 Application #3301561063 1. PROMISE TO PAY: In return for a loan, Borrower promises to pay to the order of SBA the amount of five hundred thousand and 00/100 Dollars ($500,000.00), interest on the unpaid principal balance, and all |
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| April 10, 2025 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 April 10, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Bonnie Baynes Rolf Sundwall David Gessert Sandra Hunter Berkheimer Re: Netcapital Inc. Form 10-K for the fiscal year ended April 30, 2023 File No. 001-41443 Dear Ladies and Gentlemen: We acknowledge receipt of your letter date |
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| March 31, 2025 |
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): March 26, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| March 31, 2025 |
Securities Purchase Agreement dated March 26, 2025 Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 26, 2025, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 |
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| March 31, 2025 |
Promissory Note dated March 26, 2025 Exhibit 10.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN |
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| March 28, 2025 |
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): March 25, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| March 28, 2025 |
Exhibit 3.1 State of Utah DEPARTMENT OF COMMERCE Division of Corporations & Commercial Code Articles of Amendment to Articles of Incorporation (Profit) Entity Number: 866715-0142 Non-Refundable Processing Fee: $37.00 Pursuant to UCA § 16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, an |
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| March 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c |
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| March 17, 2025 |
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): March 17, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| March 17, 2025 |
NETCAPITAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS Exhibit 99.1 Netcapital Announces Third Quarter Fiscal 2025 Financial Results ● Management to Host Earnings Call on March 19, 2025 at 10:00 a.m. ET BOSTON, MA – March 17, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the third quarter of fiscal year 2025 ended January 31, 2025. “During the fiscal yea |
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| March 10, 2025 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 10, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| March 10, 2025 |
Exhibit 10.1 NETCAPITAL INC. March 5, 2025 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Netcapital Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock |
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| March 10, 2025 |
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): March 5, 2025 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 |
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| February 14, 2025 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Netcapital Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedul |
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| January 23, 2025 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 January 23, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Bonnie Baynes Rolf Sundwall David Gessert Sandra Hunter Berkheimer Re: Netcapital Inc. Form 10-K for the fiscal year ended April 30, 2023 File No. 001-41443 Dear Ladies and Gentlemen: We acknowledge receipt of your letter da |
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| January 15, 2025 |
Form of Placement Agent Warrant Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 15, 2025 |
Form of New Series A-5 Warrant Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 15, 2025 |
Netcapital Announces Exercise of Warrants Exhibit 99.1 Netcapital Announces Exercise of Warrants Boston, January 10, 2025 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announced the entry into definitive agreements for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 270,861 shares of common stock of the Company originally issued in Decem |
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| January 15, 2025 |
Form of New Series A-6 Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| January 15, 2025 |
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 9, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| January 15, 2025 |
Exhibit 10.1 Netcapital Inc. January 9, 2025 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Netcapital Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Sto |
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| December 23, 2024 |
Netcapital Inc. Up to 865,264 Shares of Upon Exercise of Certain Common Stock Purchase Warrants Filed Pursuant to Rule 424(b)(3) Registration No. 333-282590 PROSPECTUS Netcapital Inc. Up to 865,264 Shares of Upon Exercise of Certain Common Stock Purchase Warrants This prospectus relates to the offer and resale by certain selling shareholders named herein (each, a “Selling Shareholder: and collectively, the “Selling Shareholders” of up to an aggregate of 865,264 shares (the “Shares”) of commo |
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| December 18, 2024 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 18, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Susan Block John Stickel Re: Netcapital Inc. Registration Statement on Form S-1 File No. 333-282590 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as ame |
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| December 16, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): December 16, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) |
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| December 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c |
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| December 16, 2024 |
Netcapital Announces Second Quarter Fiscal 2025 Financial Results Exhibit 99.1 Netcapital Announces Second Quarter Fiscal 2025 Financial Results ● Management to Host Earnings Call on December 17, 2024 at 10:00 a.m. ET BOSTON, MA – December 16, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the second quarter of fiscal year 2025 ended October 31, 2024. “During the qu |
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| December 12, 2024 |
Exhibit 99.1 |
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| December 12, 2024 |
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): December 12, 2024 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) |
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| December 6, 2024 |
As filed with the U.S. Securities and Exchange Commission on December 6, 2024 As filed with the U.S. Securities and Exchange Commission on December 6, 2024 Registration No. 333-282590 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation |
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| December 6, 2024 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 6, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: John Stickel Susan Block Re: Netcapital Inc. Registration Statement on Form S-1 Filed October 10, 2024 File No. 333-282590 Dear Ladies and Gentlemen: On behalf of Netcapital Inc., a Utah corporation, (the “Company”), we resp |
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| December 6, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit |
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| November 27, 2024 |
Netcapital Secures FINRA Approval for Broker-Dealer License Exhibit 99.1 Netcapital Secures FINRA Approval for Broker-Dealer License BOSTON, MA – November 26, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced that its wholly-owned subsidiary, Netcapital Securities Inc. (“NSI”), has received approval from the Financial Industry Regulatory Authority (“FINRA”) to become a FINRA-member br |
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| November 27, 2024 |
Other Events, Financial Statements and Exhibits 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): November 22, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) |
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| November 14, 2024 |
NCPL / Netcapital Inc. / ARMISTICE CAPITAL, LLC Passive Investment SC 13G/A 1 armistice-ncpl093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Netcapital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 64113L202 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the a |
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| November 14, 2024 |
EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Netcapital Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedul |
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| November 14, 2024 |
NCPL / Netcapital Inc. / Lind Global Fund II LP Passive Investment SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Netcapital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 64113L202 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box t |
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| October 10, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit |
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| October 10, 2024 |
As filed with the U.S. Securities and Exchange Commission on October 10, 2024 As filed with the U.S. Securities and Exchange Commission on October 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation or organization) (Primary |
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| September 26, 2024 |
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): September 25, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its char |
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| September 16, 2024 |
Netcapital Announces First Quarter Fiscal 2025 Financial Results Exhibit 99.1 Netcapital Announces First Quarter Fiscal 2025 Financial Results ● Management to Host Earnings Call on September 17, 2024 at 11:00 a.m. ET BOSTON, MA – September 16, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the first quarter of fiscal year 2025 ended July 31, 2024. “This was a chall |
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| September 16, 2024 |
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): September 16, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) |
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| August 23, 2024 |
Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT August 23, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Netcapital Inc., a corporation organized under the laws of Utah (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreement |
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| August 23, 2024 |
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): August 23, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| August 23, 2024 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 26, 2022) Up to $2,100,000 Common Stock Netcapital Inc. We have entered into an At The Market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent” or “Wainwright”), relating to the sale of our common stock, par value $0.001 per share, offered b |
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| August 19, 2024 |
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): August 19, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (I |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 12, 2024 |
NCPL / Netcapital Inc. / Resurgent Realty, Inc. - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Netcapital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 64113L202 (CUSIP Number) Resurgent Realty, Inc. c/o Jon S. Wheeler 2101 Parks Avenue Suite 403 Virginia Beach, VA 23451 (Name, Address and Telephone Number of Person Au |
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| August 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| August 2, 2024 |
Exhibit 3.1 State of Utah DEPARTMENT OF COMMERCE Division of Corporations & Commercial Code Articles of Amendment to Articles of Incorporation (Profit) Entity Number: 866715-0142 Non-Refundable Processing Fee: $37.00 Pursuant to UCA § 16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, an |
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| August 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 2, 2024 |
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): July 29, 2024 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 |
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| August 2, 2024 |
Netcapital Announces 1-for-70 Reverse Stock Split Exhibit 99.1 Netcapital Announces 1-for-70 Reverse Stock Split BOSTON, MA – July 30, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced today announced that the Company’s board of directors (the “Board”) approved a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “C |
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| July 30, 2024 |
Netcapital Announces Full Year Fiscal 2024 Financial Results Exhibit 99.1 Netcapital Announces Full Year Fiscal 2024 Financial Results ● Management to Host Earnings Call on July 30, 2024 at 11 a.m. ET BOSTON, MA – July 29, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced select financial results for the full fiscal year 2024 ended April 30, 2024. “We saw significant growth in key area |
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| July 30, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): July 29, 2024 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 |
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| July 29, 2024 |
Exhibit 4.16 DESCRIPTION OF CAPITAL STOCK General Our articles of incorporation authorize the issuance of up to 900,000,000 shares of common stock, par value of $0.001 per share. As of July 29, 2024, there were 40,540,680 shares of our common stock outstanding. The following description is only a summary. You should also refer to our articles of incorporation and bylaws, both of which incorporated |
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| July 29, 2024 |
Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Annual Report, Netcapital, Inc. has the following subsidiaries: 1. Netcapital Advisors, Inc., a Delaware corporation; 2. MSG Development Corp., an Arizona corporation; 3. Netcapital Systems, LLC, a Utah limited liability company; 4. Netcapital Securities Inc, a Delaware corporation 5. Netcapital Funding Portal Inc., a Delaware corporation (a |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2024 ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41443 NETCAPITAL INC. (Exact name of |
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| July 29, 2024 |
EXHIBIT 97.1 NETCAPITAL INC. CLAWBACK POLICY I. Purpose and Scope The Board of Directors (the “Board”) of Netcapital Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore ado |
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| July 24, 2024 |
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): July 23, 2024 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 |
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| July 19, 2024 |
NCPL / Netcapital Inc. / Resurgent Realty, Inc. - SCHEDULE 13G Passive Investment SC 13G 1 ea0209595-13gresurgentnet.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 Netcapital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 64113L103 (CUSIP Number) July 17, 2024 (Date of Event Which Requires Filing |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 29, 2024 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 29, 2024 |
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): May 24, 2024 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 |
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| May 29, 2024 |
Exhibit 10.1 Netcapital Inc. May 24, 2024 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Netcapital Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock” |
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| May 29, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 29, 2024 |
Netcapital Announces Exercise of Warrants for $2.2 Million Gross Proceeds Exhibit 99.1 Netcapital Announces Exercise of Warrants for $2.2 Million Gross Proceeds Boston, May 24, 2024 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announced the entry into definitive agreements for the immediate exercise of certain outstanding Series A-2 warrants to purchase up to an aggregate of 14,320,000 shares of common stock |
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| May 29, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| May 28, 2024 |
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): May 24, 2024 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 |
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| May 28, 2024 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-275210 Prospectus Supplement No. 1 (To prospectus dated December 21, 2023) 4,800,000 Shares of Common Stock 16,000,000 Series A-1 Warrants to Purchase Shares of Common Stock 16,000,000 Series A-2 Warrants to Purchase Shares of Common Stock 11,200,000 Pre-Funded Warrants to Purchase Shares of Common Stock Placement Agent Warrants to Purchase up |
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| May 28, 2024 |
Other Events, Financial Statements and Exhibits 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): May 24, 2024 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 |
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| May 28, 2024 |
Netcapital Announces Intention to Complete a Reverse Stock Split at Special Stockholder Meeting Exhibit 99.1 Netcapital Announces Intention to Complete a Reverse Stock Split at Special Stockholder Meeting Boston, May 24, 2024 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, intends to file a proxy statement with the Securities and Exchange Commission on or about May 28, 2024 in connection with a special meeting of stockholders to be held o |
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| May 28, 2024 |
Press Release dated May 24, 2024. Exhibit 99.1 Netcapital Announces Intention to Complete a Reverse Stock Split at Special Stockholder Meeting Boston, May 24, 2024 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, intends to file a proxy statement with the Securities and Exchange Commission on or about May 28, 2024 in connection with a special meeting of stockholders to be held o |
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| May 8, 2024 |
As filed with the Securities and Exchange Commission on May 7, 2024 As filed with the Securities and Exchange Commission on May 7, 2024 Registration No. |
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| May 8, 2024 |
Form of Restricted Stock Award Agreement under the Netcapital 2023 Omnibus Equity Incentive Plan. Exhibit 10.3 NETCAPTIAL, INC. RESTRICTED STOCK Award NOTICE (2023 Omnibus Equity Incentive Plan) I am pleased to inform you that, in recognition of the role you play in the collective success of Netcapital, Inc., a Utah corporation (the “Company”), you have been granted a Restricted Stock award. This award is subject to the terms and conditions of the Netcapital, Inc. 2023 Omnibus Equity Incentive |
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| May 8, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value p |
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| May 8, 2024 |
Exhibit 10.2 NETCAPITAL INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE (2023 Equity Incentive Plan) I am pleased to inform you that, you have been granted a Restricted Stock Unit Award. This award is subject to the terms and conditions of the Netcapital Inc. 2023 Equity Incentive Plan, this Grant Notice, and the following Restricted Stock Unit Agreement. The details of this award are indicated belo |
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| May 8, 2024 |
Form of Option Award Agreement under the Netcapital 2023 Omnibus Equity Incentive Plan. Exhibit 10.1 NETCAPITAL INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2023 Omnibus Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Netcapital Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purc |
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| April 25, 2024 |
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): April 24, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| April 25, 2024 |
Exhibit 10.2 NETCAPITAL INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is made as of April 24, 2024, but is only effective as of the date of acceptance of the “Purchaser Signature Page” by and between Netcapital Inc., a Utah corporation (the “Company”) and Paul Riss (the “Purchaser”). R E C I T A L S A. The Company owes Purchaser, who is also a director of our wholly-own |
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| April 25, 2024 |
Exhibit 10.1 NETCAPITAL INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is made as of April 24, 2024, but is only effective as of the date of acceptance of the “Purchaser Signature Page” by and between Netcapital Inc., a Utah corporation (the “Company”) and Steven Geary (the “Purchaser”). R E C I T A L S A. The Company owes Purchaser, who is also a director of the Company |
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| April 12, 2024 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 April 12, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Bonnie Baynes Rolf Sundwall Eric Envall Sandra Hunter Berkheimer Re: Netcapital Inc. Form 10-K for the fiscal year ended April 30, 2023 File No. 001-41443 Dear Ladies and Gentlemen: This letter sets forth responses on behalf o |
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| March 19, 2024 |
Netcapital Announces Third Quarter Fiscal 2024 Financial Results Exhibit 99.1 Netcapital Announces Third Quarter Fiscal 2024 Financial Results ● Management to Host Earnings Call on March 19, 2024 at 10:00 a.m. ET BOSTON, MA – March 18, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced select financial results for the third quarter of fiscal year 2024 ended January 31, 2024. “Despite the ch |
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| March 19, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): March 18, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR |
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| March 18, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c |
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| March 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41443 NETCAPITAL |
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| February 29, 2024 |
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): February 29, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) |
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| February 23, 2024 |
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): February 23, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) |
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| February 14, 2024 |
NCPL / Netcapital Inc. / ARMISTICE CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| January 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| January 4, 2024 |
NCPL / Netcapital Inc. / Lind Global Fund II LP Passive Investment SC 13G 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Netcapital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 64113L103 (CUSIP Number) December 27, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de |
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| January 4, 2024 |
EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Netcapital Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. January 4, 2024 LIND GLOBAL FUND II LP By: Lind Glo |
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| December 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| December 27, 2023 |
Netcapital Announces Closing of $4 Million Public Offering Exhibit 99.2 Netcapital Announces Closing of $4 Million Public Offering Boston, December 27, 2023 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announced the closing of its previously announced public offering of 16,000,000 shares of common stock (or pre-funded warrants in lieu thereof), together with series A-1 warrants (“Series A-1 Wa |
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| December 27, 2023 |
Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Appro |
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| December 27, 2023 |
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): December 21, 2023 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) |
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| December 27, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2023, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort |
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| December 27, 2023 |
Exhibit 4.3 SERIES A-2 COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: December , 2023 THIS SERIES A-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approv |
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| December 27, 2023 |
Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Netcapital Inc. Warrant Shares: Initial Exercise Date: December , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date se |
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| December 27, 2023 |
Netcapital Announces Pricing of $4 Million Public Offering Exhibit 99.1 Netcapital Announces Pricing of $4 Million Public Offering Boston, December 21, 2023 -Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announced the pricing of a public offering of 16,000,000 shares of common stock (or pre-funded warrants in lieu thereof), together with series A-1 warrants (“Series A-1 Warrants”) to purchase up |
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| December 27, 2023 |
Exhibit 4.2 SERIES A-1 COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: December , 2023 THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approv |
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| December 26, 2023 |
Filed Pursuant to Rule 424(b)(4) Registration No. 333-275210 PROSPECTUS 4,800,000 Shares of Common Stock 16,000,000 Series A-1 Warrants to Purchase Shares of Common Stock 16,000,000 Series A-2 Warrants to Purchase Shares of Common Stock 11,200,000 Pre-Funded Warrants to Purchase Shares of Common Stock Placement Agent Warrants to Purchase up to 1,200,000 Shares of Common Stock Up to 44,400,000 Shar |
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| December 19, 2023 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 19, 2023 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 19, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Christian Windsor Madeline Joy Mateo Re: Netcapital Inc. Registration Statement on Form S-1 File No. 333-275210 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of |
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| December 18, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NETCAPITAL INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of each Class of Securities To be Registered Amount to be registered (1) Proposed maximum Offering price per share (2) (3)(4) Proposed maximum aggregate Offering price (1)(2) Amount of registration fee (3) C |
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| December 18, 2023 |
EXHIBIT 4.11 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Netcapital Inc. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth |
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| December 18, 2023 |
As filed with the Securities and Exchange Commission on December 15, 2023 As filed with the Securities and Exchange Commission on December 15, 2023 Registration Statement No. |
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| December 18, 2023 |
Form of Securities Purchase Agreement. Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this |
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| December 18, 2023 |
Form of Placement Agent’s Warrant Exhibit 4.12 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Shareholder App |
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| December 18, 2023 |
Form of Common Stock Purchase Warrant. Exhibit 4.10 EXHIBIT A-2 SERIES [A-1] [A-2] COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: , 2023 THIS SERIES [A-1] [A-2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th |
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| December 15, 2023 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 15, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Madeline Mateo Christian Windsor Re: Netcapital Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed November 30, 2023 File No. 333-275210 Dear Ladies and Gentlemen: This letter sets forth responses on behalf of |
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| December 14, 2023 |
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): December 14, 2023 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) |
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| December 14, 2023 |
Exhibit 99.1 Netcapital Funding Portal Revenues Increase by More Than 150% Total Revenues Increase by 15% Management to Host Earnings Call on December 15, 2023, at 10:00 a.m. ET BOSTON, MA – December 14, 2023 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced select financial results for the second quarter of fiscal year 2024 ended |
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| December 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c |
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| November 30, 2023 |
As filed with the Securities and Exchange Commission on November 30, 2023 As filed with the Securities and Exchange Commission on November 30, 2023 Registration Statement No. |
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| November 30, 2023 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 November 30, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Madeline Mateo Christian Windsor Re: Netcapital Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 15, 2023 File No. 333-275210 Dear Ladies and Gentlemen: This letter sets forth responses on behalf of |
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| November 21, 2023 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 November 21, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Madeline Mateo Christian Windsor Re: Netcapital Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed September 11, 2023 File No. 333-273158 (Withdrawn on October 24, 2023) Amendment No. 1 to Registration Stateme |
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| November 21, 2023 |
Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits 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): November 21, 2023 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) |
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| November 15, 2023 |
As filed with the Securities and Exchange Commission on November 15, 2023 As filed with the Securities and Exchange Commission on November 15, 2023 Registration Statement No. |
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| November 15, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NETCAPITAL INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of each Class of Securities To be Registered Amount to be registered (1) Proposed maximum Offering price per share (2) (3)(4) Proposed maximum aggregate Offering price (1)(2) Amount of registration fee (3) C |
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| October 30, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NETCAPITAL INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of each Class of Securities To be Registered Amount to be registered (1) Proposed maximum Offering price per share (2) (3)(4) Proposed maximum aggregate Offering price (1)(2) Amount of registraton fee (3) Co |
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| October 30, 2023 |
As filed with the Securities and Exchange Commission on October 27, 2023 As filed with the Securities and Exchange Commission on October 27, 2023 Registration Statement No. |
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| October 30, 2023 |
Subsidiaries of Netcapital Inc. Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Registration Statement on Form S-1, Netcapital, Inc. has the following subsidiaries: Subsidiary Jurisdiction 1. Netcapital Advisors, Inc. Delaware 2. MSG Development Corp. Arizona 3. Netcapital Systems LLC Utah 4. Netcapital Funding Portal Inc. Delaware (a wholly owned subsidiary of Netcapital Systems LLC, a Utah limited liability company) |
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| October 24, 2023 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 October 24, 2023 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 October 24, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Re: Netcapital Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-273158 Dear Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Netcapital Inc. (the “Registr |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| October 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| September 14, 2023 |
Exhibit 99.1 Netcapital Funding Portal Revenues Increase by More Than 100% Total Revenues Increase by 13% Internal Testing of Secondary Transfer Feature Begins BOSTON, MA – September 14, 2023 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the first quarter of fiscal year 2024 ended July 31, 2023. “We are d |
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| September 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): September 14, 2023 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No. |
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| September 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its ch |
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| September 11, 2023 |
As filed with the Securities and Exchange Commission on September 8 , 2023 As filed with the Securities and Exchange Commission on September 8 , 2023 Registration Statement No. |
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| September 8, 2023 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 September 8, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Madeline Mateo Christian Windsor Re: Netcapital Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 8, 2023 File No. 333-273158 Dear Ladies and Gentlemen: This letter sets forth responses on behalf of Ne |
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| September 1, 2023 |
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): September 1, 2023 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) |
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| August 8, 2023 |
NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 August 8, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Sonia Bednarowski Nolan McWilliams Re: Netcapital Inc. Registration Statement on Form S-1 Filed July 7, 2023 File No. 333-273158 Dear Ladies and Gentlemen: This letter sets forth responses on behalf of Netcapital Inc., a Utah |
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| August 8, 2023 |
As filed with the Securities and Exchange Commission on August 8 , 2023 As filed with the Securities and Exchange Commission on August 8 , 2023 Registration Statement No. |
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| July 27, 2023 |
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): July 26, 2023 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I. |
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| July 27, 2023 |
Exhibit 99.1 Netcapital Announces Revenue Growth of 55% for Fiscal Year 2023 Investor conference call to be held tomorrow, July 27, 2023, at 10:00 a.m. ET BOSTON, MA – July 26, 2023 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for its fourth quarter and fiscal year 2023 ended April 30, 2023. “Fiscal 2023 mar |
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| July 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 000-55036 NETCAPITAL INC. (Exact name of |
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| July 26, 2023 |
Exhibit 4.12 DESCRIPTION OF CAPITAL STOCK General Our articles of incorporation authorize the issuance of up to 900,000,000 shares of common stock, par value of $0.001 per share. As of July 26, 2023, there were 9,415,382 shares of our common stock outstanding. The following description is only a summary. You should also refer to our articles of incorporation and bylaws, both of which have been fil |
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| July 24, 2023 |
Netcapital Inc. Announces Pricing of Public Offering Exhibit 99.2 Netcapital Inc. Announces Pricing of Public Offering BOSTON, MA – July 19, 2023 / Netcapital Inc. (Nasdaq: NCPL, NCPLW) ("Netcapital" or the "Company"), a digital private capital markets ecosystem, today announced the pricing of an underwritten public offering of 1,725,000 shares of its common stock at a public offering price of $0.70 per share, for aggregate gross proceeds of $1,207, |
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| July 24, 2023 |
Exhibit 1.1 UNDERWRITING AGREEMENT between NETCAPITAL INC. and THINKEQUITY LLC as Representative of the Several Underwriters NETCAPITAL INC. UNDERWRITING AGREEMENT New York, New York July 19, 2023 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersigned, Netcapital In |
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| July 24, 2023 |
Netcapital Inc. Announces Closing of Public Offering Exhibit 99.3 Netcapital Inc. Announces Closing of Public Offering BOSTON, MA – July 24, 2023 / Netcapital Inc. (Nasdaq: NCPL, NCPLW) ("Netcapital" or the "Company"), a digital private capital markets ecosystem, today announced the closing of its previously announced public offering of 1,725,000 shares of its common stock at a public offering price of $0.70 per share, for gross proceeds of $1,207,5 |
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| July 24, 2023 |
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): July 19, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I. |
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| July 24, 2023 |
Netcapital Inc. Announces Proposed Public Offering of Common Stock Exhibit 99.1 Netcapital Inc. Announces Proposed Public Offering of Common Stock BOSTON, MA – July 19, 2023 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (“Netcapital” or the “Company”), a digital private capital markets ecosystem, today announced that it intends to offer to sell shares of its common stock in an underwritten public offering. All of the shares of common stock are to be sold by the Company |
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| July 21, 2023 |
The date of this prospectus supplement is July 19, 2023. TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2022) 1,725,000 Shares Common Stock Netcapital Inc. We are offering 1,725,000 shares of our common stock, $0.001 par value per share in a firm commitment public offering. Our common stock is traded on the Nasdaq Capital Market under the symbol “NCPL”. On July 17, 2023, the last repor |
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| July 19, 2023 |
The date of this prospectus supplement is July , 2023. TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an off |
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| July 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 6, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I |
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| July 7, 2023 |
Powers of Attorney (included on signature page to this Registration Statement). As filed with the Securities and Exchange Commission on July 6, 2023 Registration Statement No. |
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| July 7, 2023 |
EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NETCAPITAL INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of each Class of Securities To be Registered Amount to be registered (1) Proposed maximum Offering price per share (2) (3)(4) Proposed maximum aggregate Offering price (1)(2) Amount of registration fee (3) C |
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| July 6, 2023 |
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): July 6, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I.R |
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| May 25, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 25, 2023 |
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): May 23, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I.R |
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| May 25, 2023 |
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): May 25, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I.R |
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| May 25, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 23, 2023, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in |
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| May 25, 2023 |
Placement Agency Agreement by and between the Company and the Placement Agent dated May 23, 2023. Exhibit 1.1 PLACEMENT AGENCY AGREEMENT May 23, 2023 ThinkEquity LLC 17 State Street, 41st Floor New York, NY 10004 Ladies and Gentlemen: This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which ThinkEquity LLC, (“ThinkEquity” or the “Placement Agent”) shall be engaged by Netcapital Inc., a corporation formed under the laws of the State of Utah (the “Company”), to act as th |
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| May 25, 2023 |
ThinkEquity The date of this prospectus supplement is May 23, 2023. TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2022) 1,100,000 Shares Common Stock Netcapital Inc. We are offering 1,100,000 shares of our common stock, par value $0.001 per share, pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement dated May 23, 2023 between us and certain i |
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| May 25, 2023 |
Netcapital Inc. Announces Registered Direct Offering Exhibit 99.1 Netcapital Inc. Announces Registered Direct Offering BOSTON, May 23, 2023 — Netcapital Inc. (Nasdaq: NCPL, NCPLW), (“Netcapital” or the “Company”), a digital private capital markets ecosystem, today announced that it has entered into definitive agreements for the purchase and sale of an aggregate of 1,100,000 shares of its common stock, at a purchase price of $1.55 per share. The offe |
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| May 25, 2023 |
Exhibit 99.1 |
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| May 25, 2023 |
Netcapital Inc. Announces Closing of Registered Direct Offering Exhibit 99.2 Netcapital Inc. Announces Closing of Registered Direct Offering BOSTON, May 25, 2023 — Netcapital Inc. (Nasdaq: NCPL, NCPLW), (“Netcapital'' or the “Company”), a digital private capital markets ecosystem, today announced the closing of the purchase and sale of an aggregate of 1,100,000 shares of its common stock, at a purchase price of $1.55 per share, in a registered direct offering. |
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| May 2, 2023 |
EX-10.1 2 ex101.htm Exhibit 10.1 AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT This Amendment (the “Amendment”) to the Revolving Loan and Security Agreement dated April 28, 2011, as previously amended by way of agreements dated July 25, 2014, October 31, 2017, October 31, 2020, January 31, 2021, April 30, 2021, January 28, 2022 and February 2, 2022 (the "Agreement") is entered into this 28th |
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| May 2, 2023 |
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): April 27, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I |
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| April 21, 2023 |
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): April 21, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I |
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| April 21, 2023 | ||
| April 4, 2023 |
Power of Attorney (contained on the signature page) As filed with the Securities and Exchange Commission on April 4, 2023 Registration No. |
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| April 4, 2023 |
Calculation of Registration Fee EX-FILING FEES 4 ex107.htm CALCULATION OF REGISTRATION FEE Exhibit 107 Calculation of Registration Fee Title of securities to be registered Amount to be registered(1) Proposed maximum offering price per share(2) Proposed maximum aggregate offering price(2) Amount of registration fee Common stock, $0.001 par value, to be issued pursuant to the Second Amended and Restated 2023 Omnibus Equity Incenti |
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| March 28, 2023 |
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): March 28, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I |
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| March 17, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 16, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) (I |
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| March 17, 2023 |
Press Release dated March 16, 2023. Exhibit 99.1 |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c |
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| February 14, 2023 |
Resignation Letter of Jason Frishman, dated February 9, 2023. Exhibit 99.1 |
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| February 14, 2023 |
Financial Statements and Exhibits 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): February 9, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| February 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi |
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| February 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| February 7, 2023 |
NCPL / NETCAPITAL INC / Stock Loan Solutions LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Netcapital Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64113L103 (CUSIP Number) (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 2023 (Date of Event which Requires Filing |
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| January 19, 2023 |
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 18, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) |
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| January 19, 2023 |
EX-99.2 3 f2sncpl8k011923ex992.htm |
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| January 19, 2023 | ||
| January 6, 2023 |
Exhibit 99.1 Netcapital Announces Alternative Trading System (ATS) Partnership with Templum Markets LLC Powered by Templum Markets? ATS, Netcapital plans to facilitate secondary trading and liquidity for funding portal participants and investors BOSTON, MA ? January 6, 2023 ? Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the ?Company?), a digital private capital markets ecosystem, today announced a new p |
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| January 6, 2023 |
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, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) ( |
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| January 6, 2023 |
EX-10.1 2 f2sncpl8k010623ex101.htm Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([****]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED] TEMPLUM, INC. SOFTWARE LICENSE AND SERVICES AGREEMENT schedule i – order form Customer: Netcapital Systems LLC Customer Representative: Cecelia Lenk Addres |
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| January 5, 2023 |
Exhibit 10.1 NETCAPITAL INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN Section 1. Purpose of Plan. The name of the Plan is the Netcapital Inc. 2023 Omnibus Equity Incentive Plan (the ?Plan?). The purposes of the Plan are to (i) provide an additional incentive to selected employees, directors, and independent contractors of the Company or its Affiliates whose contributions are essential to the growth and |
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| January 5, 2023 |
Exhibit 10.3 STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (together with the above grant notice (the ?Grant Notice?), the ?Agreement?) is made and entered into as of the date set forth on the Grant Notice by and between Netcapital Inc., a Utah corporation (the ?Company?), and the individual (the ?Optionee?) set forth on the Grant Notice. A. Pursuant to the Netcapital Inc. 2023 Omnibus Equity |
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| January 5, 2023 |
Exhibit 99.1 Martin Kay Named CEO of Netcapital Inc. Former Accenture Executive to Lead Company?s Continued Expansion Dr. Cecilia Lenk Assumes Position of CEO of Netcapital Advisors BOSTON, MA ? January 4, 2023 ? Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the ?Company?), a digital private capital markets ecosystem, today announced the appointment of Company director Martin Kay as Chief Executive Offic |
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| January 5, 2023 |
Exhibit 10.2 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT, dated as of January 3, 2023 (the ?Effective Date?) by and between NETCAPITAL INC., a Utah corporation (the ?Company?), and MARTIN KAY, an individual having an address at 26 Kingston Rd. Newton, MA 02461. (the ?Employee?). W I T N E S S E T H : WHEREAS, the Company desires to employ the Employee as Chief Executive Officer of the Company and wi |
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| January 5, 2023 |
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 3, 2023 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) ( |
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| December 16, 2022 |
Netcapital Inc. Announces Closing of Public Offering Exhibit 99.3 Netcapital Inc. Announces Closing of Public Offering BOSTON, MA – December 16, 2022 / Netcapital Inc. (Nasdaq: NCPL, NCPLW) ("Netcapital" or the "Company"), a digital private capital markets ecosystem, today announced the closing of its previously announced public offering of 1,247,000 shares of its common stock at a public offering price of $1.40 per share, for gross proceeds of $1,7 |
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| December 16, 2022 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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): December 13, 2022 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.) |
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| December 16, 2022 |
Netcapital Inc. Announces Pricing of Public Offering EX-99.2 5 f2sncpl8k121622ex992.htm NETCAPITAL INC. ANNOUNCES PRICING OF PUBLIC OFFERING Exhibit 99.2 Netcapital Inc. Announces Pricing of Public Offering BOSTON, MA – December 13, 2022 / Netcapital Inc. (Nasdaq: NCPL, NCPLW) ("Netcapital" or the "Company"), a digital private capital markets ecosystem, today announced the pricing of an underwritten public offering of 1,247,000 shares of its common |
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| December 16, 2022 |
The date of this Amendment No. 1 to Prospectus Supplement is December 16, 2022 424B5 1 ncpl424b5.htm Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 AMENDMENT NO. 1 DATED DECEMBER 16, 2022 TO PROSPECTUS SUPPLEMENT DATED DECEMBER 13, 2022 (To Prospectus dated October 26, 2022) 1,247,000 Shares Common Stock Netcapital Inc. This Amendment No. 1 to Prospectus Supplement (the “Amendment”) amends the Prospectus Supplement dated December 13, 2022. This Amendment should |
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| December 16, 2022 |
Exhibit 1.1 UNDERWRITING AGREEMENT between NETCAPITAL INC. and ThinkEquitY LLC as Representative of the Several Underwriters NETCAPITAL INC. UNDERWRITING AGREEMENT New York, New York December 13, 2022 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Floor New York, New York 10004 Ladies and Gentlemen: The undersigned, Netcapita |
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| December 16, 2022 |
Netcapital Inc. Announces Proposed Public Offering of Common Exhibit 99.1 Netcapital Inc. Announces Proposed Public Offering of Common Stock BOSTON, MA – December 13, 2022 / Netcapital Inc. (Nasdaq: NCPL, NCPLW) ("Netcapital" or the "Company"), a digital private capital markets ecosystem, today announced that it intends to offer to sell shares of its common stock in an underwritten public offering. All of the shares of common stock are to be sold by the Com |
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| December 15, 2022 |
The date of this prospectus supplement is December 13, 2022 TABLE OF CONTENTS 424B5 1 ncpl424b5.htm Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus dated October 26, 2022) 1,247,000 Shares Common Stock Netcapital Inc. We are offering 1,247,000 shares of our common stock, $0.001 par value per share. Our common stock is traded on the Nasdaq Capital Market under the symbol “NCPL” On December 13, 2022, the last reported sale pri |
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| December 13, 2022 |
The date of this prospectus supplement is December , 2022. TABLE OF CONTENTS 424B5 1 ncpl424b5.htm Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offer to buy these securities until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are |
