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): February<br> 9, 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 7.01 Departureof Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 9, 2023, Jason Frishman tendered his resignation as the Chief Executive Officer and director of Netcapital Funding Portal Inc., a wholly owned subsidiary of Netcapital Inc. (the “Company”). Mr. Frishman continues to be employed by the Company, with the title of Founder, working alongside Martin Kay, the Chief Executive Officer of the Company. The letter of resignation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Resignation Letter of Jason Frishman, dated February 9, 2023. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: February 14, 2023 | By: | /s/<br> Coreen Kraysler |
| Coreen Kraysler | ||
| Chief Financial Officer |
Exhibit 99.1
