8-K

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

On October 28, 2021, Netcapital Inc. (the “Company”) entered into an Exchange Agreement (the “Agreement”) to acquire a 10% equity interest in Caesar Media Group, Inc. (“Caesar”), a Delaware corporation.

In exchange for a 10% interest in Caesar, the Company shall issue an aggregate of two hundred thousand (200,000) shares of its common stock. Fifty thousand (50,000) shares of its common stock are issuable upon the execution of the Agreement, and the remaining one hundred fifty thousand (150,000) shares vest monthly (6,250 shares per month) over the next two years.

The issuance of the common stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(a)(2) and/or 4(a)(5) thereof and the exchange of shares of the Company’s common stock for the Caesar equity constitutes an exchange under Section 3(a)(9) of the Securities Act. The Company’s shares of common stock are restricted securities and have not been registered under the Securities Act. The purchasers of the Company’s common stock are knowledgeable and experienced in finance and business matters and can evaluate the risks and merits of their investment.

A copy of the Agreement is attached hereto, and the foregoing description of the Agreement is qualified in its entirety by reference thereto.

The information set forth in Item 1.01 above is incorporated by reference herein.

The exhibits listed in the following Exhibit Index are filed as part of this report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

Exhibit 99.1 ****

NetcapitalInc. Announces Equity Stake in Marketing Solutions Provider Caesar Media Group, Inc.

BOSTON, MA – October 28, 2021 – Netcapital Inc. (OTCQX: NCPL), a digital private markets ecosystem, today announced that it has acquired a 10% stake in Caesar Media Group, Inc. an advanced marketing and technology solutions provider. Caesar Media Group will leverage its technology and data to provide Netcapital’s private company clients with lead generation, SEO, website development, project development, digital marketing, content management, customer service, and sales management.

“Many of our clients are startups that need access to the resources of a solid and proven marketing company to support the execution of their business plan. This partnership will bring highly valued marketing tools and resources to our clients to complement the range of services we offer, from strategic advisory to raising capital,” said Dr. Cecilia Lenk, CEO of Netcapital Inc.

Joe Abrams, Chairman of Caesar Media Group, stated “I know all about what it means to be a startup. Over my business career I’ve been involved with many startups and have been able to help build hundreds of millions of dollars of value. But, even the greatest products in the world will ultimately fail without solid marketing. We expect to be able to leverage our technology and expertise for the benefit of the Netcapital platform and many of the early-stage companies in the company’s ecosystem.”

AboutNetcapital Inc.:

Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies with disruptive technologies. The Netcapital funding portal is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.

AboutCaesar Media Group, Inc.:

Caesar Media Group provides marketing solutions for companies as well as lead generation, website development, SEO, data, sales, and social media building. The company is owned by Joe Abrams, Founder of The Software Toolworks, and Co-Founder of Intermix, which was sold to News Corp, and Michael Woloshin, Co-Founder of NASDAQ-listed Recruiter.com, an AI-powered job matching technology platform.

Theinformation contained herein includes forward-looking statements. These statements relate to future events or to our future financialperformance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materiallydifferent from any future results, levels of activity, performance or achievements expressed or implied by theseforward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks,uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actualresults, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to futureevents and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growthstrategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to updatethe reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new informationbecomes available in the future.

Contact:

Coreen Kraysler, CFA

CFO

781-925-1700

coreen.kraysler@netcapital.com