10-K/A
Netcapital Inc. (NCPL)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(AmendmentNo. 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 INC. | |
|---|---|
| (Exact<br> name of registrant as specified in its charter) | |
| Utah | 87-0409951 |
| --- | --- |
| (State or other jurisdiction<br><br> <br>of incorporation or organization) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 1 Lincoln Street Boston, MA 02111 | |
| --- | |
| (Address<br> of Principal Executive Offices) | |
| (781) 925-1700 | |
| --- | |
| (Registrant’s<br> telephone number, including area code) |
Securities
registered under Section 12(b) of the Exchange Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.001 per share | NCPL | The Nasdaq Stock Market LLC |
| Redeemable warrants exercisable for one share of Common Stock at an exercise price of $5.19 | NCPLW | The Nasdaq Stock Market LLC |
Securities
registered under Section 12(g) of the Exchange Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large<br> accelerated filer ☐ | Accelerated<br> filer ☐ | Non-accelerated<br> Filer ☒ | Smaller<br> reporting company ☒ |
|---|---|---|---|
| Emerging<br> 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒
The
aggregate market value of registrant’s voting and non-voting common equity held by non-affiliates (as defined by Rule 12b-2 of the Exchange Act) computed by reference to the average bid and asked price of such common equity on October 31, 2022 was $4,424,996.
As
of July 26, 2023 the registrant has one class of common equity, and the number of shares outstanding of such common equity was 9,415,382
Documents Incorporated By Reference: None.
| Auditor Name | Auditor Firm ID | Auditor<br> Location |
|---|---|---|
| Fruci<br> & Associates | 5525 | Spokane, Washington |
EXPLANATORY
NOTE
Netcapital Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to its Annual Report on Form 10-K for the fiscal year ended April 30, 2023, as originally filed with the Securities and Exchange Commission on July 26, 2023 (the “Original Filing”), solely to replace Exhibit 23.1—Consent of Independent Registered Public Accounting Firm included in the Original Filing with a corrected Exhibit 23.1. The Exhibit 23.1 included in the Original Filing inadvertently omitted the Registration Statement on Form S-3 (File No. 333-267921) from the list of registration statements as to which consent was provided by Fruci & Associates II, PLLC.
This Amendment speaks as of the date of the Original Filing and does not reflect events occurring after the filing of the Form 10-K or modify or update disclosures that may be affected by subsequent events. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Form 10-K. This Amendment is an exhibit-only filing. Except for Exhibit 23.1, this Amendment does not otherwise update any exhibits as originally filed or previously amended.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
| -2- |
| --- |
PART
IV
ITEM
- FINANCIAL STATEMENTS AND EXHIBITS.
*Filed herewith.
| -3- |
| --- |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 .
| NETCAPITAL INC. | ||
|---|---|---|
| Date:<br> March 5, 2024 | By: | /s/ Martin Kay |
| Martin<br> Kay | ||
| Chief<br> Executive Officer and Director | ||
| (Principal<br> Executive Officer) |
| -4- |
| --- |
Exhibit23.1
CONSENTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statements on Form S-8 (File No 333-271120 and 333-262373) and in the Registration Statement on Form S-3 (File No. 333-267921) of our audit report dated July 26, 2023, with respect to the consolidated balance sheets of Netcapital Inc. as of April 30, 2023 and 2022, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended April 30, 2023.
We also consent to the reference to us under the heading “Interest of Named Experts and Counsel” in the Registration Statements on Form S-8 and under the heading “Experts” in the Registration Statement on Form S-3.
Fruci & Associates II, PLLC – PCAOB ID #05525
Spokane, Washington
March 5, 2024
EXHIBIT31.3
CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,
ASADOPTED PURSUANT TO SECTION 302 OF
THESARBANES-OXLEY ACT OF 2002
I, Martin Kay, certify that:
| 1. | I<br> have reviewed this annual report on Form 10-K/A of Netcapital Inc.; and | |
|---|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report. | |
| Date:<br> March 5, 2024 | By: | /s/ Martin Kay |
| --- | --- | --- |
| Martin<br> Kay | ||
| Principal<br> Executive Officer, | ||
| Netcapital<br> Inc. |
EXHIBIT31.4
ASADOPTED PURSUANT TO SECTION 302 OF
THESARBANES-OXLEY ACT OF 2002
I, Coreen Kraysler, certify that:
| 1. | I<br> have reviewed this annual report on Form 10-K/A of Netcapital Inc.; and | |
|---|---|---|
| 2. | Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report. | |
| Date:<br> March 5, 2024 | By: | /s/ Coreen Kraysler |
| --- | --- | --- |
| Coreen<br> Kraysler | ||
| Principal<br> Financial Officer and | ||
| Principal<br> Accounting Officer | ||
| Netcapital<br> Inc. |