8-K

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)

(782)925-1700

(Registrant’s telephone number, including area code)

NotApplicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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. ☐

Item5.07 Submission of Matters to a Vote of Security Holders.

On November 21, 2023, Netcapital Inc. (the “Company”) held its annual meeting of stockholders, (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected each of Martin Kay, Cecilia Lenk, Avi Liss, Steven Geary and Arnold Scott as members of the Company’s board of directors (the “Board”) to serve until the Company’s next annual meeting of stockholders or until their successors are elected and qualified or until their earlier death, resignation or removal, and (ii) ratified the appointment of Fruci & Associates II, PLLC as the Company’s accounting firm for the fiscal year ending April 30, 2024.

Stockholders of record at the close of business on September 22, 2023 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such stockholder. On the Record Date, there were 9,434,132 shares of common stock issued and outstanding, of which 5,622,362 shares of common stock were represented at the Annual Meeting, or approximately 59.6% of the total outstanding shares of common stock on the Record Date, which was sufficient to constitute a quorum pursuant to the Company’s Bylaws, and to transact business.

Set forth below are the final voting results for each of the proposals:

ProposalNo. 1 – Election of directors

Martin Kay, Cecilia Lenk, Avi Liss, Steven Geary and Arnold Scott were elected to serve until the Company’s next annual meeting of stockholders or until their successors are elected and qualified, or until their earlier death, resignation or removal. The voting results were as follows:

ProposalNo. 2 – Ratification of the appointment of the independent registered public accounting firm

The appointment of Fruci & Associates II, PLLC as the Company’s accounting firm for the fiscal year ending April 30, 2024 was ratified. The voting results were as follows:

Item9.01 Financial Statements and Exhibits

(d) Exhibits.

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SIGNATURES

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 thereunto duly authorized.

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