8-K
Netcapital Inc. (NCPL)
| 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<br> of Report (Date of earliest event reported): September 14, 2023 | ||
| NETCAPITAL INC. | ||
| (Exact<br> name of registrant as specified in its charter) | ||
| Utah | 001-41443 | 87-0409951 |
| (State or<br> other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification<br> No.) |
| State Street Financial Center**, 1 Lincoln Street** , Boston,<br> Massachusetts 02111 | ||
| (Address<br> of principal executive offices) (Zip Code) | ||
| 782****-925-1700 | ||
| (Registrant's<br> telephone number, including area code) | ||
| Not Applicable | ||
| (Former<br> name or former address, if changed since last report) | ||
| Check<br> the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under<br> any of the following provisions: | ||
| [<br> ] Written communications pursuant to Rule 425 under<br> the Securities Act (17 CFR 230.425) | ||
| [<br> ] Soliciting material pursuant to Rule 14a-12 under<br> the Exchange Act (17 CFR 240.14a-12) | ||
| [<br> ] Pre-commencement communications pursuant to Rule<br> 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| [<br> ] Pre-commencement communications pursuant to Rule<br> 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||
| Title<br> of each class | Trading<br> symbol(s) | Name<br> of each exchange on which registered |
| --- | --- | --- |
| Common Stock, $0.001 par value per share | NCPL | The Nasdaq Stock Market LLC |
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. [ ]
Item 2.02. Results of Operations and FinancialCondition.
On September 14, 2023, Netcapital Inc. (the “Company”) issued a press release announcing financial results for the period ended July 31, 2023. The text of the press release is furnished as Exhibit 99.1 to this current report.
The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release dated September 14, 2023. |
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 hereunto duly authorized.
| Netcapital Inc. | ||
|---|---|---|
| (Registrant) | ||
| Date: September 14, 2023 | By: | /s/<br> Coreen Kraysler |
| Coreen Kraysler | ||
| Chief Financial Officer |
Exhibit99.1
NetcapitalFunding Portal Revenues Increase by More Than 100%
TotalRevenues Increase by 13%
InternalTesting 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 delighted to announce a very strong quarter for our funding portal, delivering a more than doubling of revenue,” said Martin Kay, CEO of Netcapital Inc. “In addition, we maintained our strategic focus on the build-out of the software required to enable issuers and investors on the Netcapital platform the ability to access a registered alternative trading system (ATS) in order to engage in secondary trading of securities. We commenced internal testing of the secondary trading platform features this week, and we are excited about the potential for this liquidity model to support the continued growth of both our investor and issuer communities.”
FirstQuarter Fiscal 2024 Financial Highlights
● Revenue growth of 13% year-over-year to $1.5 million, compared to revenue of $1.3 million in the first quarter of fiscal year 2023.
● Year-over-year increase of 110% in revenue from our funding portal services, which increased by $197,356 to $375,856 in the three months ended July 31, 2023, compared to $178,500 in the three months ended July 31, 2022.
● Net loss of approximately $492,000 in the three months ended July 31, 2023, compared to net income of approximately $65,000 in the three months ended July 31, 2022.
● Diluted loss per share of $0.07 in the three months ended July 31, 2023, compared to diluted earnings per share of $0.02 in the three months ended July 31, 2022.
● First quarter net loss was driven primarily by higher marketing spend and increased payroll expenses that included $483,351 in stock-based compensation in the three months ended July 31, 2023, as compared to $32,953 in the three months ended July 31, 2002.
For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the period ended July 31, 2023, which has been filed with the Securities and Exchange Commission.
ConferenceCall Information
The Company will host an investor conference call at 10:00 a.m. ET on Friday, September 15, 2023.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 580133
For those unable to participate in the live call, a replay will be made available in the Investors section of the Company’s website.
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. The Company’s funding portal, Netcapital Funding Portal, Inc. 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.
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 these forward-looking statements.You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and otherfactors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity,performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject tothese and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity.We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actualresults could differ materially from those anticipated in these forward-looking statements, even if new information becomes availablein the future.
InvestorContact
800-460-0815
ir@netcapital.com
