Netcapital Inc S-1, filed Aug 19, 2025
Netcapital Inc. (NCPL)
As filed with the U.S. Securities and Exchange Commission on August 19, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
NETCAPITAL INC.
(Exact name of registrant as specified in its charter)
| Utah | 6199 | 87-0409951 | ||
| (State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1 Lincoln Street
Boston, MA 02111
Phone: (781) 925-1700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Coreen Kraysler
Chief Financial Officer
1 Lincoln Street
Boston, MA 02111
Phone: (781) 925-1700
(Name, address including zip code, and telephone number, including area code, of agent for service)
With copies to:
Richard Friedman, Esq.
Sheppard Mullin Richter & Hampton LLP
30 Rockefeller Plaza
New York, NY 10112
(212) 653-8700
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule l2b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offeror sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION | DATED AUGUST 19, 2025 |
Netcapital Inc.
118,750 Shares of Common Stock
Up to 1,760,340 Shares of Common Stock Upon Exercise of Certain Common Stock Purchase Warrants
This prospectus relates to the offer and resale of up to an aggregate of 1,879,090 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Netcapital Inc. (the “Company”, “we”, “us” or “our”), consisting of (A) 118,750 shares of Common Stock (the “June 2025 Shares”) issued by us to certain accredited investors in a private placement transaction pursuant to a subscription agreement dated June 10, 2025 (the “June 2025 Purchase Agreement”) and (B) up to 1,760,340 shares of Common Stock issuable upon the exercise of:
(i) common stock purchase warrants (the “A-5 Inducement Warrants”), to purchase up to 114,068 shares of Common Stock (the “A-5 Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 pursuant to an inducement offer letter agreement, dated as of January 9, 2025 (the “January 2025 Inducement Letter”);
(ii) common stock purchase warrants (the “A-6 Inducement Warrants”), to purchase up to 9,144 shares of Common Stock (the “A-6 Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 pursuant to the January 2025 Inducement Letter;
(iii) common stock purchase warrants (the “January 2025 Placement Agent Warrants”) to purchase up to 20,315 shares of Common Stock (the “January 2025 Placement Agent Warrant Shares”) issued by us on January 13, 2025 to designees of H.C. Wainwright & Co., LLC, as exclusive placement agent (“Wainwright”), at an exercise price of $2.25 per share pursuant to an engagement letter dated November 7, 2024 between the Company and Wainwright;
(iv) common stock purchase warrants (the “A-7 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock (the “A-7 Inducement Warrant Shares”), at an exercise price of $2.03 per share; issued by us to certain accredited investors on March 5, 2025 pursuant to an inducement offer letter agreement, dated as of March 5, 2025 (the “March 2025 Inducement Letter”);
(v) common stock purchase warrants (the “A-8 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock (the “A-8 Inducement Warrant Shares”), at an exercise price of $2.03 per share; issued by us to certain accredited investors on March 5, 2025 pursuant to the March 2025 Inducement Letter.
(vi) common stock purchase warrants (the “July 2025 Investor Warrants #1”), to purchase up to 714,286 shares of Common Stock (the “July 2025 Investor Warrant Shares #1”), at an exercise price of $6.88 per share; issued by us to certain accredited investors on July 7, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement, dated as of July 2, 2025 (the “July 2025 Purchase Agreement #1”);
(vii) common stock purchase warrants (the “July 2025 Investor Warrants #2,” together with the July 2025 Investor Warrants #1, the “July 2025 Investor Warrants), to purchase up to 641,712 shares of Common Stock (the “July 2025 Investor Warrant Shares #2,” together with the July 2025 Investor Warrant Shares #1, the “July 2025 Investor Warrant Shares”), at an exercise price of $4.55 per share; issued by us to certain accredited investors on July 17, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement, dated as of July 16, 2025 (the “July 2025 Purchase Agreement #2,” together with the July 2025 Purchase Agreement #1, the “July 2025 Purchase Agreements”);
(viii) common stock purchase warrants (the “July 2025 Placement Agent Warrants, #1) to purchase 53,571 shares of Common Stock (the “July 2025 Placement Agent Warrant Shares #1”) issued to designees of H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”), at an exercise price of $8.75 per share and
(ix) common stock purchase warrants (the “July 2025 Placement Agent Warrants, #2” together with the July 2025 Placement Agent Warrants #1, the “July 2025 Placement Agent Warrants”) to purchase 48,128 shares of Common Stock (the “July 2025 Placement Agent Warrant Shares #2,” together with the July 2025 Placement Agent Warrant Shares #1, the July 2025 Placement Agent Warrant Shares”) issued to designees of the Placement Agent, at an exercise price of $5.8438 per share.
For purposes of this prospectus the term (A) “Warrants” collectively refers to the A-5 Inducement Warrants, the A-6 Inducement Warrants, January 2025 Placement Agent Warrants, the A-7 Inducement Warrants, the A-8 Inducement Warrants, the July 2025 Investor Warrants #1, the July 2025 Investor Warrants #2, the July 2025 Placement Agent Warrants #1 and the July 2025 Placement Agent Warrants #2 and (B) “Warrant Shares” collectively refers to the A-5 Inducement Warrant Shares, the A-6 Inducement Warrant Shares, January 2025 Placement Agent Warrant Shares, the A-7 Inducement Warrant Shares, the A-8 Inducement Warrant Shares, the July 2025 Investor Warrant Shares #1, the July 2025 Investor Warrant Shares #2, the July 2025 Placement Agent Warrant Shares #1 and the July 2025 Placement Agent Warrant Shares #2.
The A-5 Inducement Warrants are exercisable on July 13, 2025 and expire on July 13, 2030. The A-6 Inducement Warrants are exercisable on July 13, 2025 and expire on January 13, 2027. The January 2025 Placement Agent Warrants are exercisable on July 15, 2025 and expire on July 15, 2030. The A-7 Inducement Warrants are exercisable on September 5, 2025 and expire on September 5, 2030. The A-8 Inducement Warrants are exercisable on September 5, 2025 and expire on March 5, 2027.The July 2025 Investor Warrants are exercisable immediately upon issuance for a twenty-four month period following the date of effectiveness of this registration statement and the July 2025 Placement Agent Warrants are exercisable immediately for a five-year period following the commencement of the sales pursuant to the July 2025 Purchase Agreement #1 and the July 2025 Purchase Agreement #2, as applicable. The holders of the June 2025 Shares, the Warrants and the underlying Warrant Shares are each referred to herein as a “Selling Shareholder” and collectively as the “Selling Shareholders.”
This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in which the June 2025 Shares and the Warrant Shares may be offered and sold will be described in a supplement to this prospectus. The June 2025 Shares and Warrants were each issued to the applicable Selling Shareholders in connection with private placement offerings pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. For additional information regarding the issuance of the June 2025 Shares, the Warrants and the Warrant Shares, see “June 2025 Private Placement,” “January 2025 Warrant Inducement,” “March 2025 Warrant Inducement,” “July 2025 Registered Direct Offering and Concurrent Private Placement. #1” and “July 2025 Registered Direct Offering and Concurrent Private Placement. #2” beginning on page 14.
The Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning on page 15.
The Selling Shareholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders may sell their Shares hereunder following the effective date of this registration statement. We provide more information about how a Selling Shareholder may sell its Shares in the section titled “Plan of Distribution” on page 23.
We are registering the Shares on behalf of the Selling Shareholders, to be offered and sold by them from time to time. While we will not receive any proceeds from the sale of our Common Stock by the Selling Shareholders in the offering described in this prospectus, we may receive up to: (i) $2.07 per share upon the cash exercise of the A-5 and A-6 Inducement Warrants, (ii) 2.03 per share upon the cash exercise of the A-7 and A-8 Inducement Warrants; (iii) $2.25 per share upon the cash exercise of the January 2025 Placement Agent Warrants (iv) $6.88 per share upon the cash exercise of the July 2025 Investor Warrants #1; (vi) $8.75 per share upon the cash exercise of the July 2025 Placement Agent Warrants #1; (vii) $4.55 per shares upon the exercise of the July 2025 Investor Warrants #2 and (viii) $5.8438 per share upon exercise of the July Placement Agent Warrants #2. Upon the exercise of the Warrants for all 1,760,340 Shares by payment of cash, we would receive aggregate gross proceeds of approximately $9.21 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The Selling Shareholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares.
The Common Stock is currently listed on the Nasdaq Capital Market under the symbol “NCPL” On August 15, 2025, the last reported sale price of our Common Stock was $1.985.
This offering will terminate on the earlier of (i) the date when all of the Securities registered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act, and (ii) the date on which all of such securities may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.
Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning on page 12 and in the documents which are incorporated by reference herein before you invest in our Common Stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2025.
TABLE OF CONTENTS
| Page | |
| ABOUT THIS PROSPECTUS | ii |
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | iv |
| INDUSTRY AND MARKET DATA | iv |
| PROSPECTUS SUMMARY | 1 |
| ABOUT THIS OFFERING | 11 |
| RISK FACTORS | 12 |
| 13 | |
| 13 | |
| 13 |
| i |
This prospectus relates to the offer and resale of up to an aggregate of 1,879,090 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Netcapital Inc. (the “Company”, “we”, “us” or “our”), consisting of (A) 118,750 shares of Common Stock (the “June 2025 Shares”) issued by us to certain accredited investors in a private placement transaction pursuant to a subscription agreement dated June 10, 2025 (the “June 2025 Purchase Agreement”) and (B) up to 1,760,340 shares of Common Stock issuable upon the exercise of:
(i) common stock purchase warrants (the “A-5 Inducement Warrants”), to purchase up to 114,068 shares of Common Stock (the “A-5 Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 pursuant to an inducement offer letter agreement, dated as of January 9, 2025 (the “January 2025 Inducement Letter”);
(ii) common stock purchase warrants (the “A-6 Inducement Warrants”), to purchase up to 9,144 shares of Common Stock (the “A-6 Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 pursuant to the January 2025 Inducement Letter;
(iii) common stock purchase warrants (the “January 2025 Placement Agent Warrants”) to purchase up to 20,315 shares of Common Stock (the “January 2025 Placement Agent Warrant Shares”) issued by us on January 13, 2025 to designees of H.C. Wainwright & Co., LLC, as exclusive placement agent (“Wainwright”), at an exercise price of $2.25 per share pursuant to an engagement letter dated November 7, 2024 between the Company and Wainwright;
(iv) common stock purchase warrants (the “A-7 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock (the “A-7 Inducement Warrant Shares”), at an exercise price of $2.03 per share; issued by us to certain accredited investors on March 5, 2025 pursuant to an inducement offer letter agreement, dated as of March 5, 2025 (the “March 2025 Inducement Letter”);
(v) common stock purchase warrants (the “A-8 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock (the “A-8 Inducement Warrant Shares”), at an exercise price of $2.03 per share; issued by us to certain accredited investors on March 5, 2025 pursuant to the March 2025 Inducement Letter.
(vi) common stock purchase warrants (the “July 2025 Investor Warrants #1”), to purchase up to 714,286 shares of Common Stock (the “July 2025 Investor Warrant Shares #1”), at an exercise price of $6.88 per share; issued by us to certain accredited investors on July 7, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement, dated as of July 2, 2025 (the “July 2025 Purchase Agreement #1”);
(vii) common stock purchase warrants (the “July 2025 Investor Warrants #2,” together with the July 2025 Investor Warrants #1, the “July 2025 Investor Warrants), to purchase up to 641,712 shares of Common Stock (the “July 2025 Investor Warrant Shares #2,” together with the July 2025 Investor Warrant Shares #1, the “July 2025 Investor Warrant Shares”), at an exercise price of $4.55 per share; issued by us to certain accredited investors on July 17, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement, dated as of July 2, 2025 (the “July 2025 Purchase Agreement #2,” together with the July 2025 Purchase Agreement #1, the “July 2025 Purchase Agreements”);
(viii) common stock purchase warrants (the “July 2025 Placement Agent Warrants, #1) to purchase 53,571 shares of Common Stock (the “July 2025 Placement Agent Warrant Shares #1”) issued to designees of H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”), at an exercise price of $8.75 per share and
(ix) common stock purchase warrants (the “July 2025 Placement Agent Warrants, #2” together with the July 2025 Placement Agent Warrants #1, the “July 2025 Placement Agent Warrants”) to purchase 48,128 shares of Common Stock (the “July 2025 Placement Agent Warrant Shares #2,” together with the July 2025 Placement Agent Warrant Shares #1, the July 2025 Placement Agent Warrant Shares”) issued to designees of the Placement Agent, at an exercise price of $5.8438 per share.
| ii |
For purposes of this prospectus the term (A) “Warrants” collectively refers to the A-5 Inducement Warrants, the A-6 Inducement Warrants, the January 2025 Placement Agent Warrants, the A-7 Inducement Warrants, the A-8 Inducement Warrants, the July 2025 Investor Warrants #1, the July 2025 Investor Warrants #2, the July 2025 Placement Agent Warrants #1 and the July 2025 Placement Agent Warrants #2 and (B) “Warrant Shares” collectively refers to the A-5 Inducement Warrant Shares, the A-6 Inducement Warrant Shares, the January 2025 Placement Agent Warrant Shares, the A-7 Inducement Warrant Shares, the A-8 Inducement Warrant Shares, the July 2025 Investor Warrant Shares #1, the July 2025 Investor Warrant Shares #2, the July 2025 Placement Agent Warrant Shares #1 and the July 2025 Placement Agent Warrant Shares #2.
The A-5 Inducement Warrants are exercisable on July 13, 2025 and expire on July 13, 2030. The A-6 Inducement Warrants are exercisable on July 13, 2025 and expire on January 13, 2027. The January 2025 Placement Agent Warrants are exercisable on July 15, 2025 and expire on July 15, 2030. The A-7 Inducement Warrants are exercisable on September 5, 2025 and expire on September 5, 2030. The A-8 Inducement Warrants are exercisable on September 5, 2025 and expire on March 5, 2027.The July 2025 Investor Warrants are exercisable immediately upon issuance for a twenty-four month period following the date of effectiveness of this registration statement and the July 2025 Placement Agent Warrants are exercisable immediately for a five-year period following the commencement of the sales pursuant to the July 2025 Purchase Agreement #1 and the July 2025 Purchase Agreement #2, as applicable. The holders of the June 2025 Shares, the Warrants and the underlying Warrant Shares are each referred to herein as a “Selling Shareholder” and collectively as the “Selling Shareholders.” For additional information regarding the issuance of the June 2025 Shares, the Warrants and the Warrant Shares, see “June 2025 Private Placement,” “January 2025 Warrant Inducement,” “March 2025 Warrant Inducement,” “July 2025 Registered Direct Offering and Concurrent Private Placement. #1” and “July 2025 Registered Direct Offering and Concurrent Private Placement. #2” beginning on page 14.
You should rely only on the information contained in this prospectus and the related exhibits, any prospectus supplement or amendment thereto and the documents incorporated by reference, or to which we have referred you, before making your investment decision. Neither we nor the Selling Shareholders have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus, any prospectus supplement or amendments thereto do not constitute an offer to sell, or a solicitation of an offer to purchase, the shares of Common Stock offered by this prospectus, any prospectus supplement or amendments thereto in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus supplement or amendments thereto, as well as information we have previously filed with the U.S. Securities and Exchange Commission (the “SEC”), is accurate as of any date other than the date on the front cover of the applicable document.
If necessary, the specific manner in which the shares of our common stock may be offered and sold will be described in a supplement to this prospectus, which supplement may also add, update or change any of the information contained in this prospectus. To the extent there is a conflict between the information contained in this prospectus and any prospectus supplement, you should rely on the information in such prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date - for example, a document incorporated by reference in this prospectus or any prospectus supplement - the statement in the document having the later date modifies or supersedes the earlier statement.
Neither the delivery of this prospectus nor any distribution of shares of our common stock pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects may have changed since such date.
When used herein, unless the context requires otherwise, references to “NCPL”, the “Company”, “we”, “our” or “us” refer to Netcapital Inc., a Utah corporation, and its subsidiaries on a consolidated basis.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any amendment and the information incorporated by reference into this prospectus contain various forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), which represent our expectations or beliefs concerning future events. Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, and/or which include words such as “believes,” “plans,” “intends,” “anticipates,” “estimates,” “expects,” “may,” “will” or similar expressions. In addition, any statements concerning future financial performance, ongoing strategies or prospects, and possible future actions including any potential strategic transaction involving us, which may be provided by our management, are also forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are subject to risks, uncertainties, and assumptions about our company, economic and market factors, and the industry in which we do business, among other things. These statements are not guarantees of future performance, and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Actual events and results may differ materially from those expressed or forecasted in forward-looking statements due to a number of factors. Factors that could cause our actual performance, future results and actions to differ materially from any forward-looking statements include, but are not limited to, those discussed under the heading “Risk Factors” in this prospectus and in any of our filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act incorporated by reference into this prospectus. The forward-looking statements in this prospectus, and the information incorporated by reference herein represent our views as of the date such statements are made. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date such statements are made.
Unless otherwise indicated, information contained in this prospectus concerning our industry and the market in which we operate, including our market position, market opportunity and market size, is based on information from various sources, on assumptions that we have made based on such data and other similar sources and on our knowledge of the markets for our products. These data sources involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates.
We have not independently verified any third-party information. While we believe the market position, market opportunity and market size information included in this prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate is necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors” and elsewhere in this prospectus and in any documents that we incorporate by reference into this prospectus and the registration statement of which this prospectus forms a part. These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.
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This summary highlights selected information about us, this offering and information appearing elsewhere in this prospectus supplement, in the accompanying prospectus and in the documents incorporated by reference herein and therein. This summary is not complete and does not contain all the information you should consider before investing in our securities pursuant to this prospectus supplement and the accompanying prospectus. Before making an investment decision, to fully understand this offering and its consequences to you, you should carefully read this entire prospectus supplement and the accompanying prospectus, including “Risk Factors,” the financial statements, and related notes, and the other information incorporated by reference herein and therein.
On August 1, 2024, we effectuated a 1-for-70 reverse split of our outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. The exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants, have been adjusted accordingly. All information presented in this prospectus supplement and the accompanying prospectus has been retroactively restated to give effect to our 1-for-70 reverse split of our outstanding shares of common stock and unless otherwise indicated, all such amounts and corresponding exercise price data set forth in this prospectus supplement and accompanying prospectus have been adjusted to give effect to the reverse stock split.
Company Overview
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online from accredited and non-accredited investors. We give virtually all investors the opportunity to access investments in private companies. Our model is disruptive to traditional private equity investing and is based on Title III, Regulation Crowdfunding (“Reg CF”) of the Jumpstart Our Business Startups Act (“JOBS Act”). We generate fees from listing private companies on our funding portal located at www.netcapital.com. Our consulting group, Netcapital Advisors Inc. (“Netcapital Advisors”), which is a wholly owned subsidiary, provides marketing and strategic advice to companies in exchange for cash fees and/or equity positions. The Netcapital funding portal is registered with the SEC, is a member of the Financial Industry Regulatory Authority (“FINRA”), a registered national securities association, and provides investors with opportunities to invest in private companies. In addition, we recently expanded our model to include Regulation A (“Reg A”) offerings, which are conducted by our wholly owned subsidiary Netcapital Securities Inc. “(“Netcapital Securities”), which is a licensed broker-dealer with FINRA. Both A and Reg CF offerings are made available to investors via the Company’s website, www.netcapital.com.
Our Business
We provide private company investment access to accredited and non-accredited investors through (i) our online portal (www.netcapital.com), which is operated by our wholly owned subsidiaries Netcapital Funding Portal, Inc and (ii) our broker-dealer subsidiary, Netcapital Securities. The Netcapital funding portal charges a $5,000 listing fee, a 4.9% portal fee for capital raised at closing, and beginning in fiscal year 2025, a 1% success fee paid for with equity of the funding portal customer. In addition, the portal generates fees for other ancillary services, such as rolling closes. Netcapital Advisors previously generated fees and equity stakes from consulting in select portfolio (“Portfolio Companies”) and non-portfolio clients. Given our limited staff, we did not seek consulting engagements in fiscal 2025 and we do not plan to seek them in fiscal 2026. With respect to services for Reg A offerings, Netcapital Securities charges a listing fee of $25,000 and a success fee of 4.9% of the capital raised by an issuer under Reg A.
We generated revenues of $869,460, with costs of service of $40,344, in the year ended April 30, 2025 for a gross profit of $829,116 as compared to revenues of $4,951,435, with costs of service of $108,060, in the year ended April 30, 2025 for a gross profit of $4,843,375 (consisting of $3,537,700 in equity securities for payment of services and $1,413,736 in cash-based revenues, offset by $108,060 for costs of services). In fiscal 2025, we did not provide consulting services to Portfolio Companies in exchange for equity, which accounts for the largest portion of our decline in revenues in fiscal 2025 as compared to fiscal 2024 as we received revenues of approximately $3.5 million fiscal 2024 and compared to $0 in fiscal 2025. However, our funding portal did charge a 1% fee, payable in securities, to every issuer that closed an offering. The dollar value of that fee amounted to $72,090 and $97,700 for the years ended April 30, 2025 and 2024, respectively.
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Revenue from portal fees decreased by $285,294, or 33%, in fiscal 2025 to $589,074 from $874,368 in fiscal 2024. Revenue from portal fees consists of a 4.9% fee of the total capital raised by an issuer plus fixed miscellaneous charges for administrative fees, such as a rolling close, or the filing of an amended offering statement. The decrease is attributable to a 29% decrease in the total dollars invested through the portal, from $14.8 million in fiscal 2024 to $10.6 million in fiscal 2025. The total number of issuers on the Netcapital funding portal in fiscal 2025 and 2024 that successfully closed an offering was 49 and 53, respectively.
Revenue from listing fees decreased by $234,540, or 53%, to $207,500 in fiscal 2025 as compared to $442,040 in fiscal 2024. The decrease in listing revenue is directly attributable to the 54% decrease in offerings launched in fiscal 2025, as compared to fiscal 2024. New listings dropped from 82 in Fiscal 2024 to 38 in fiscal 2025. Listing fees are typically $5,000 per issuer, and they are the first form of revenue earned by our Funding Portal when an issuer signs a contract with us to sell securities on the funding portal. After the listing contract is signed, an issuer typically takes two months before it is ready to launch an offering. Most issuers remain on the funding portal, marketing their offering, for a period of six to nine months.
In fiscal 2025 and 2024, the average amount raised in an offering on the Netcapital funding portal was $215,745 and $280,978, respectively. The total number of offerings on the Netcapital funding portal in fiscal 2025 and 2024 that closed was 70 in each fiscal year, of which 21 and 17 offerings hosted on the Netcapital funding platform in fiscal 2025 and 2024, respectively, terminated their listings without raising the required minimum dollar amount of capital.
Funding Portal
Netcapital.com is an SEC-registered funding portal that enables private companies to raise capital online, while investors are able to invest from almost anywhere in the world, at any time, with just a few clicks. Securities offerings on the portal are accessible through individual offering pages, where companies include product or service details, market size, competitive advantages, and financial documents. Companies can accept investments from virtually anyone, including friends, family, customers, employees, etc. Customer accounts on our platform are not permitted to hold digital securities.
In addition to access to the Funding Portal, the Funding Portal provides the following services:
| ● | a fully automated onboarding process; |
| ● | automated filing of required regulatory documents; |
| ● | compliance review; |
| ● | custom-built offering page on our portal website; |
| ● | third party transfer agent and custodial services; |
| ● | email marketing to our proprietary list of investors; |
| ● | rolling closes, which provide potential access to liquidity before final close date of offering; |
| ● | assistance with annual filings; and |
| ● | direct access to our team for ongoing support. |
Consulting Business
Our consulting group, Netcapital Advisors helps companies at all stages to raise capital. Netcapital Advisors provides strategic advice, technology consulting and online marketing services to assist with fundraising campaigns on the Netcapital platform. In the past we also acted as an incubator and accelerator, taking equity stakes in select disruptive start-ups, and we own positions in ten of these Portfolio Companies that we value at approximately $6 million. We have written off our investment in twelve Portfolio Companies and recorded a non-cash loss of more than $19.9 million from our non-cash investment in failed entities.
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Netcapital Advisors’ services include:
| ● | investor introductions; |
| ● | online marketing; |
| ● | website design, software and software development; |
| ● | message crafting, including pitch decks, offering pages, and ad creation; |
| ● | strategic advice; and |
| ● | technology consulting. |
Broker-Dealer Business
In November 2024, wholly owned subsidiary, Netcapital Securities Inc. received approval from FINRA to become a FINRA-member broker dealer. We believe that by having a registered broker-dealer, it may create opportunities to expand the Company’s revenue base by hosting and generating additional fees from Reg A and Reg D offerings on the Netcapital platform, earning additional fees in connection with offerings that may result from the introduction of clients to other FINRA broker-dealers and expanding our distribution capabilities by leveraging strategic partnerships with other broker-dealers to distribute offerings of issuers that utilize the Netcapital platform to a wider range of investors in order to maximize market penetration and optimize capital raising efforts. As of the date of this prospectus, Netcapital Securities has been engaged by one issuer seeking to raise capital via a Regulation A offering.
Industry Regulation
In an effort to enhance economic growth and to democratize access to private investment opportunities, Congress finalized the Jumpstart Our Business Startups Act (JOBS Act) in 2016. Title III of the JOBS Act enabled early-stage companies to offer and sell securities to the general public for the first time. The SEC then adopted Regulation Crowdfunding, or Reg CF, in order to implement the JOBS Act’s crowdfunding provisions.
Reg CF has several important features that changed the landscape for private capital raising and investment. For the first time, this regulation:
| ● | Allowed the general public to invest in private companies, no longer limiting early-stage investment opportunities to less than 10% of the population; |
| ● | Enabled private companies to advertise their securities offerings to the public (general solicitation); and |
| ● | Conditionally exempted securities sold under Section 4(a)(6) from the registration requirements of the Securities and Exchange Act of 1934. |
The SEC had also adopted rules to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act by expanding Reg A into two tiers
| ● | Tier 1, for securities offerings of up to $20 million in a 12-month period; and |
| ● | Tier 2, for securities offerings of up to $75 million in a 12-month period. |
We are subject, both directly and indirectly, to various laws and regulations relating to our business. If any of the laws are amended, compliance could become more expensive and directly affect our income. We intend to comply with such laws, but new restrictions may arise that could materially adversely affect our Company. Specifically, the SEC regulates our funding portal business, and our funding portal is also a member of FINRA and is regulated by FINRA. We are also subject to the USA Patriot Act of 2001, which contains anti-money laundering and financial transparency laws and mandates various regulations applicable to financial services companies, including standards for verifying client identification at account opening, and obligations to monitor client transactions and report suspicious activities. Anti-money laundering laws outside of the United States contain some similar provisions. We are also subject to additional regulation and supervision of the SEC and FINRA, including without limitation Rule 15c3-1 under the Securities Exchange Act of 1934 (the Uniform Net Capital Rule). The Uniform Net Capital Rule specifies minimum capital requirements intended to ensure the general financial soundness and liquidity of broker-dealers. The Uniform Net Capital Rule prohibits broker-dealers from paying cash dividends, making unsecured advances or loans or repaying subordinated loans if such payment would result in a net capital amount of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement. Our failure to comply with these requirements as applicable to us could have a material adverse effect on us.
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Our Market
The traditional funding model restricts access to capital, investments and liquidity. According to Harvard Business Review, venture capital firms (“VCs”) invest in fewer than 1% of the companies they consider and only 10% of VC meetings are obtained through cold outreach. In addition, only 2% of VC funding went to women-owned firms in 2024, according to PitchBook, while Crunchbase revealed that only 0.4% of startup funding went to black-owned firms.
Furthermore, under the traditional model, the average investor lacked access to early-stage investments. Prior to the JOBS Act, almost 90% of U.S. households were precluded from investing in private deals, per dqydj.com. Liquidity has also been an issue, as private investments are generally locked up until IPO or takeout.
The JOBS Act helped provide a solution to these issues by establishing the funding portal industry, which is currently in its infancy. Title III of the JOBS Act outlines Reg CF, which traditionally allowed private companies to raise up to $1.07 million. In March 2021, regulatory enhancements by the SEC went into effect and increased the limit to $5 million. These amendments increased the offering limits for Reg CF, Reg A and Regulation D, Rule 504 offerings as follows: Reg CF increased to $5 million; Regulation D, Rule 504 increased to $10 million from $5 million; and Reg A Tier 2 increased to $75 million from $50 million.
According to KingsCrowd, the 2021 increase in offering limits has served to boost the attractiveness of Reg CF to later stage issuers. While the previous $1 million cap on annual funding was perceived as too restrictive for capital-intensive companies, $5 million every twelve months can be a viable alternative for companies post seed stage.
Reg CF funding grew from $74.8 million in 2018 to $343.6 million in 2024, an increase of 360%, according to KingsCrowd. Although funding was down from its 2021 peak of $496.1 million, the number of Reg CF raises reached a new high in the final month of 2024 to 569 offerings, above the previous high in March 2022 of 561. The average investment size also increased by 26% in 2024 to $1,500 from $1,190 in the previous year. We believe a significant opportunity exists to disrupt private capital markets via the Netcapital funding portal.
Reg A+ offerings raised $244 million in 2024, an increase of 7.5% from the previous year, according to KingsCrowd. While 61 offerings closed during the year, 34 new offerings were launched. $2 million was the 2024 median Reg A+ raise, while the average raise was $7.7 million. We plan to support Reg A+ raises through our broker-dealer subsidiary, Netcapital Securities.
Our Technology
The Netcapital platform is a scalable, real-time, transaction-processing engine that runs without human intervention, 24 hours a day, seven days a week.
For companies raising capital, the technology provides fully automated onboarding with integrated regulatory filings. Funds are collected from investors and held in escrow until the offering closes. For entrepreneurs, the technology facilitates access to capital at low cost. For investors, the platform provides access to investments in private, early-stage companies that were previously unavailable to the general public. Both entrepreneurs and investors can track and view their investments through their dashboard on netcapital.com. The platform currently has more than 100,000 users.
Scalability was demonstrated in November 2021, when the platform processed more than 2,000 investments in less than two hours, totaling more than $2 million.
Our infrastructure is designed in a way that can horizontally scale to meet our capacity needs. Using Docker containers and Amazon Elastic Container Service, or Amazon ECS, we are able to automate the creation and launch of our production web and application programming interface, or API, endpoints in order to replicate them as needed behind Elastic Load Balancers (ELBs).
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Additionally, all of our public facing endpoints live behind CloudFlare to ensure protection from large scale traffic fluctuations (including DDoS attacks).
Our main database layer is built on Amazon RDS and features a Multi-AZ deployment that can also be easily scaled up or down as needed. General queries are cached in our API layer, and we monitor to optimize very complex database queries that are generated by the API. Additionally, we cache the most complex queries (such as analytics data) in our NoSQL (Mongo) data store for improved performance.
Most of our central processing unit, or CPU, intensive data processing happens asynchronously through a worker/jobs system managed by AWS ElastiCache’s Redis endpoint. This component can be easily fine-tuned for any scale necessary.
The technology necessary to operate our funding portal is licensed from Netcapital Systems LLC, a Delaware limited liability company, of which Jason Frishman, Netcapital Founder, owns a 29% interest, under a license agreement with the Funding Portal. Payments under the licensing agreement amounted to $95,000 and $195,000 in the years ended April 30, 2025 and 2024, respectively.
Proposed Alternative Trading (“ATS”) Relationship
We believe that lack of liquidity is a key issue for investors in private companies in our targeted market. We also recognize that secondary trading of securities in private companies is subject to extensive regulation and oversight. Such regulation and oversight includes, but is not limited to, the need to be a registered broker-dealer that is licensed to operate an ATS, or to partner with an entity that is licensed to do so. In order to try to address what we believe is a large, unmet need, our wholly-owned subsidiary, Netcapital Systems LLC, a Utah limited liability company (“Netcapital UT LLC”), entered into a software license and services agreement on January 2, 2023 (the “Templum License Agreement”) with Templum Markets LLC (“Templum”), to provide issuers and investors on the Netcapital platform with the potential for greater distribution and liquidity. Templum is a company that provides capital markets infrastructure for trading private equity securities, and operates an ATS with approval in 53 U.S. states and territories for the trading of unregistered or private securities. As of the date of this prospectus, we have paused further development and roll-out while we reevaluate evolving market conditions and customer expectations.
The operation of the Templum ATS is (or any similar ATS will be) subject to extensive regulation and oversight. Accordingly, any regulatory delays or objections will also result in delays in our ability to fully launch the proposed platform. In addition, because we cannot easily switch between operators of secondary trading platforms of this nature, any disruption of or interference, whether due to regulatory issues or natural disasters, cyber-attacks, terrorist attacks, power losses, telecommunications failures, or other similar events, would impact our operations and may adversely affect the ability of issuers and investors to utilize this platform. There is no obligation for Templum to renew its agreements with us on commercially reasonable terms or at all.
Institutions and individual investors may face significant risk when buying securities on our proposed secondary trading platform. These risks include the following:
| ● | private companies are not required to make periodic public filings, and therefore certain capitalization, operational and financial information may not be available for evaluation; |
| ● | an investment may only be appropriate for investors with a long-term investment horizon and a capacity to absorb a loss of some or all of their investment; | |
| ● | the securities, when purchased, are generally highly illiquid, are often subject to further transfer restrictions, and no public market exists for such securities; and | |
| ● | transactions may fail to settle, which could harm our reputation. |
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Further, we may become involved in disputes and litigation matters between customers with respect to transactions on our proposed secondary trading platform. There is a risk that clients may increasingly look to us to make them whole for delayed and/or broken trades. Customers may litigate over a failure of sellers to deliver securities or over the untimely deliveries of securities. Any litigation to which we are a party could be expensive and time consuming, regardless of the ultimate outcome, and the potential costs and risks of such litigation may incentivize us to settle, which could harm our reputation or have a material adverse effect on our business or results or operations.
We estimate that the cost for developing this platform will not exceed $1.0 million, most of which has already been incurred and consists of salaries or fees paid to engineers and consultants. We have and continue to pay these expenses from our working capital. We do not currently have a revenue model associated with the sales of securities on the proposed ATS. However, we may seek to incorporate this revenue model in the future, provided that we determine any such revenue model is in strict compliance with all regulatory guidelines.
We currently anticipate that we will also be able to sell our interests in any portfolio company using the Templum ATS (or any similar ATS) provided such sales are made in a regulatorily compliant matter. We expect to place a restriction on any sales during any period in which an issuer is offering its securities for sale on the Netcapital funding platform. In addition, securities issued in a Reg CF transaction generally cannot be resold for a period of one year, unless the securities are transferred: (1) to the issuer of the securities; (2) to an “accredited investor”; (3) as part of an offering registered with the SEC; or (4) to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance. Accordingly, any shares owned by us would also be subject to these restrictions. Additional restrictions may be implemented, and there can be no assurance that we will ever sell any of our interests in any portfolio company using the Templum ATS (or any other similar ATS). Further, our insider trading policy prohibits all of our employees, officers, consultants and directors from buying or selling securities while in possession of material non-public information and all such parties are also required to maintain strict confidentiality of all such information. In addition, in order to maintain compliance with our insider trading policies, any affiliate or employee seeking to trade securities in any issuer listed on the funding portal must receive prior approval and clearance from our Chief Financial Officer and all such requests for clearance will be documented and maintained with our compliance department.
Our Netcapital funding portal is currently registered with the SEC and is a member of FINRA. For so long as we continue to operate our Netcapital platform solely for primary offerings by issuers under Reg CF, we believe that we are not required to register under Regulation ATS.
Competitive Advantages
Based upon publicly available information either published on the websites of our peer group (StartEngine Crowdfunding, Inc., Wefunder Inc. and Republic Core LLC) or included in offering statements of issuers hosted on such offering platforms, we believe that we provide the lowest cost solution for online capital raising. We also believe, based upon our facilitated technology platforms, our strong emphasis on customer support, and feedback received from clients that have onboarded to our platform, that our access and onboarding of new clients are superior due to our facilitated technology platforms. Our network continues to rapidly expand as a result of our enhanced marketing and broad distribution to reach new investors.
Our competitors include StartEngine Crowdfunding, Inc., Wefunder Inc. and Republic Core LLC. Given the rapid growth in the industry and its potential to disrupt the multi-billion dollar private capital market, we believe there is sufficient room for multiple players.
Our Strategy
Two major tailwinds are driving accelerated growth in the shift to the use of online funding portals: (i) the COVID-19 pandemic; and (ii) the increase in funding limits under Reg CF. The pandemic drove a rapid need to bring as many processes as possible online. With travel restrictions in place and most people in lockdown, entrepreneurs were no longer able to fundraise in person and have increasingly turned to online capital raising through funding portals.
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There are numerous industry drivers and tailwinds that complement investor demand for access to investments in private companies. To capitalize on these, our strategy is to:
| ● | Generate New Investor Accounts. Growing the number of investor accounts on our platform is a top priority. Investment dollars continuing to flow through our platform is a key revenue driver. When issuers advertise their offerings, they are generating new investor accounts for us at no cost to Netcapital. We plan to supplement our issuers’ spend on advertising by increasing our online marketing spend as well, which may include virtual conferences going forward. |
| ● | Hire Additional Business Development Staff. We seek to hire additional business development staff to generate new crowdfunding clients. |
| ● | Increase the Number of Companies on Our Platform via Marketing. When a new company lists on our platform, they bring their customers, supporters, and brand ambassadors as new investors to Netcapital. We plan to increase our marketing budget to help grow our portal clients. |
| ● | Invest in Technology. Technology is critical to everything that we do. We plan to invest in developing innovative technologies that enhance our platform and allow us to pursue additional service offerings. |
| ● | Accelerate Our Advisory Portfolio Clients. The advisory portfolio and our equity interests in select advisory clients represent potential upside for our shareholders. We seek to assist our advisory clients. |
| ● | Expand Internationally. We believe there is a significant opportunity to expand into Europe and Asia as an appetite abroad grows for U.S. stocks. |
| ● | Provide a secondary trading feature. We believe that lack of liquidity is a key issue for investors in private companies in our targeted market. Accordingly, we are exploring ways in which we can provide our clients with the ability to access a secondary trading feature. In January 2023, we entered into the Templum License Agreement to provide issuers and investors on the Netcapital platform with the potential for greater distribution and liquidity. Templum is an operator of an ATS with approval in 53 U.S. states and territories for the trading of unregistered or private securities to provide issuers and investors on the Netcapital platform with the potential for greater distribution and liquidity. We are currently working with Templum on the design of the required software to enable issuers and investors on the Netcapital platform the ability to access the Templum ATS in order to engage in secondary trading of securities. In July 2024, we announced the launch of our beta version for this secondary trading platform and our goal was to offer such secondary trading platform through the Templum ATS to all issuers and investors on the Netcapital funding portal before the end of 2025 subject to compliance with all regulatory requirements, As of the date of this prospectus, we have paused further development and roll-out while we reevaluate evolving market conditions and customer expectations. |
| ● | New Verticals Represent a Compelling Opportunity. We operate in a regulated market supported by the JOBS Act. We are working on expanding our model to include Regulation A and Regulation D offerings. |
| ● | Broker-Dealer License. In November 2024, our wholly-owned subsidiary, Netcapital Securities Inc. received approval to become a FINRA-member broker dealer. We believe that by having a registered broker-dealer, it may create opportunities to expand the Company’s revenue base by hosting and generating additional fees from Reg A and Reg D offerings on the Netcapital platform, earning additional fees in connection with offerings that may result from the introduction of clients to other FINRA broker-dealers and expanding our distribution capabilities by leveraging strategic partnerships with other broker-dealers to distribute offerings of issuers that utilize the Netcapital platform to a wider range of investors in order to maximize market penetration and optimize capital raising efforts. |
Our Management
Our management team is experienced in finance, technology, entrepreneurship, and marketing.
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Martin Kay is our Chief Executive Officer (“CEO”) and a director. He previously served as Managing Director at Accenture Strategy, from October 2015 to December 2022 and holds a BA in physics from Oxford University and an MBA from Stanford University Graduate School of Business. Mr. Kay is an experienced C-suite advisor and digital media entrepreneur, working at the intersection of business and technology. His experience includes oversight of our funding portal when he served on the board of managers of Systems-DE from 2017 to 2021.
Coreen Kraysler, CFA, is our Chief Financial Officer (“CFO”). With over 30 years of investment experience, she was formerly a Senior Vice President and Principal at Independence Investments, where she managed several 5-star rated mutual funds and served on the Investment Committee. She also worked at Eaton Vance as a Vice President, Equity Analyst on the Large and Midcap Value teams. She received a B.A. in Economics and French, cum laude from Wellesley College and a Master of Science in Management from MIT Sloan.
Jason Frishman is our Founder and former chief executive officer of our funding portal subsidiary, Netcapital Funding Portal Inc. Mr. Frishman founded Netcapital Funding Portal Inc. to help reduce the systemic inefficiencies that early-stage companies face in securing capital. He currently holds advisory positions at leading organizations in the financial technology ecosystem and has spoken as an external expert at Morgan Stanley, University of Michigan, Young Presidents’ Organization (YPO), and others. Mr. Frishman has a background in the life sciences and previously conducted research in medical oncology at the Dana Farber Cancer Institute and cognitive neuroscience at the University of Miami, where he graduated summa cum laude with a B.S. in Neuroscience.
Corporate Information
The Company was incorporated in Utah in 1984 as DBS Investments, Inc. (“DBS”). DBS merged with Valuesetters L.L.C. in December 2003 and changed its name to Valuesetters, Inc. In November 2020, the Company purchased Netcapital Funding Portal Inc. from Systems-DE and changed the name of the Company from Valuesetters, Inc. to Netcapital Inc. In November 2021, the Company purchased MSG Development Corp.
Attached below is an organization chart for the Company as of the date of this prospectus:
Implications of Being a Smaller Reporting Company
We have elected to take advantage of certain of the reduced reporting requirements in our filings with the Securities and Exchange Commission. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.
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We are a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates plus the proposed aggregate amount of gross proceeds to us as a result of this offering is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company after this offering if either (i) the market value of our common stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. As a smaller reporting company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
Recent Developments
July 2025 Warrant Exercises
In July 2025, we issued an aggregate of 269,257 shares of our common stock to warrant holders that exercised warrants to purchase 418,510 shares of common stock on a net exercise basis.
July 2025 Registered Direct Offering and Concurrent Private Placement #2
For a discussion of this transaction please see “July 2025 Registered Direct Offering And Concurrent Private Placement #2`” beginning on page 14.
July 2025 Registered Direct Offering and Concurrent Private Placement #1
For a discussion of this transaction please see “July 2025 Registered Direct Offering And Concurrent Private Placement #`1” beginning on page 14.
Horizon License
On June 26, 2025, we entered into a Horizon Software Agreement (the “Horizon Agreement’) with Horizon Globex GmbH, a company incorporated in Switzerland (“Horizon”) pursuant to which Horizon granted the Company a royalty free, paid-up, non-exclusive, perpetual, irrevocable, unrestricted license to use the Licensed Software (as defined in the Horizon Agreement) with our branding and image, in the United States to provide capital-raising and secondary trading services to its clients in consideration for the issuance of 500,0000 shares (the “Horizon Shares”) of our common stock to Horizon or its affiliate. The Horizon Agreement may be terminated by either party upon a default in the performance of any material obligation under the Agreement is not cured within 30-days after receipt of such notice. In addition, the Horizon Agreement may be terminated immediately by either party in the event the other party files or has filed against it any petition for relief under any bankruptcy statute or similar statute of any jurisdiction, or an order for relief in any bankruptcy or reorganization proceeding is entered against the other party and such order remains undischarged for a period of sixty (60) days; or a receiver is appointed for the other Party; or the other party is dissolved or liquidated, or ceases to carry on its business, or makes an assignment for the benefit of its creditors.
ATM Increase
On June 23, 2025, we filed a prospectus supplement under our At-The-Market-Offering Agreement with Wainwright for an aggregate of $975,000 of additional shares of our common stock. From June 23, 2025 to June 25, 2025, we sold 229,404 shares of our common stock through Wainwright at an average price of approximately $4.25 per share, resulting in aggregate gross proceeds of approximately $974,747, for which it paid Wainwright approximately $29,242 in commissions and other issuance costs of $1,438, resulting in net proceeds to the Company of approximately $944,067.
June 2025 Private Placement
For a discussion of this transaction please see “June 2025 Private Placement” beginning on page 13.
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Amendments to Netcapital 2023 Omnibus Equity Incentive Plan
On June 6, 2025, our Board approved a proposed First Amendment to the 2023 Plan (“First Plan Amendment”) and on July 30, 2025 our Board approved a proposed Second Amendment to the 2023 Plan (the “Second Plan Amendment” and together with the First Plan Amendment, the “Plan Amendments”), in each case, subject to, and to be effective upon, the approval of this Proposal 4 by our stockholders at the Annual Meeting. The purpose of the Plan Amendments is to increase the share reserve to 3,500,000 and to modify the evergreen provision such that the number of shares of common stock reserved for issuance and the ISO limit under the 2023 Plan shall be increased on an annual basis, on the first day of each fiscal year beginning with May 1, 2026 and ending with the last May 1 during the initial ten-year term of the Plan, by the lesser of (A) ten percent (10%) of the shares of common stock outstanding (on an as-converted basis, which shall include shares of common stock issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of common stock, including without limitation, preferred stock, warrants and employee options to purchase any shares of common stock) on the final day of the immediately preceding calendar year; and (B) such lesser number of shares of common stock as determined by the Board, provided that the ISO limit may not be increased under the evergreen by more than 400,000 per year.
Formation of Advisory Boards
On June 6, 2025, our Board of Directors approved the formation of two strategic advisory boards: the Crypto Advisory Board and the Game Advisory Board,
We entered into advisory agreements with each member of the Crypto and Game Advisory Boards. Under these advisory agreements, each advisor will provide the Company with sector-specific strategic guidance, marketing insight, partnership referrals, and other advisory services relevant to their industry expertise. The initial term of each advisory agreement is eighteen months and may be extended by mutual agreement of the parties. In consideration of the services rendered under these advisory agreements, we issued a total of 783,722 non-qualified stock options to the advisors of the Crypto and Game Advisory Boards under the Plan as amended by the Plan Amendment. Such options are not exercisable unless and until our stockholders approve the Plan Amendment
May 2025 Note Financings
In May 2025, we completed the sale of debt pursuant to two separate securities purchase agreements with 1800 Diagonal Lending LLC, a Virginia limited liability company, under which it issued the following convertible promissory notes:
| ● | A convertible promissory note in the principal amount of $61,360, for a purchase price of $52,000, reflecting an original issue discount of $9,360. The note carried a one-time interest charge of 12% and is repayable in ten (10) monthly payments of $6,872.30 beginning May 30, 2025. It matures on February 28, 2026 and is convertible into shares of common stock following an event of default, subject to a 25% discount to the then-current market price, subject to Nasdaq shareholder approval limits. We prepaid the note in full on July 8, 2025, with a remittance of $52,779 after having made two of the 10 scheduled monthly payments. |
| ● | A second convertible bridge note in the principal amount of $64,960, for a purchase price of $56,000, with an original issue discount of $8,960. The note also carried a 12% one-time interest charge and is repayable in five (5) monthly payments beginning October 30, 2025. It shares the same maturity date and default-based conversion rights as the first note. We prepaid the note in full on July 8, 2025, with a remittance of $69,845. |
On May 1, 2025, we completed a private financing transaction with a single accredited investor and issued an unsecured, non-convertible promissory note in the principal amount of $400,000. The note was issued at a 50% OID for gross proceeds of $200,000. The note bears interest at 8% per annum, matures three months from the issuance date, and is prepayable at any time without penalty. In the event of default, the interest rate increases to 20% per annum. The note is due on August 1, 2025.
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This prospectus relates to the offer and resale by the Selling Shareholders of up to 1,879,090 shares of Common Stock, including 1,760,340 shares of Common Stock issuable upon the exercise of the Warrants. All of the Shares, if and when sold, will be sold by the Selling Shareholders. The Selling Shareholders may sell the Shares from time to time at prevailing market prices or at privately negotiated prices.
| Shares offered by the Selling Shareholders: | Up to 1,879,090 shares of Common Stock consisting of: (A) 118,750 June 2025 Shares and (B) up to 1,760,340 shares of Common Stock issuable upon the exercise of (i) 114,068 shares of Common Stock upon exercise of the A-5 Warrants; (ii) 9,144 shares of Common Stock issuance upon exercise of the A-6 Warrants; (iii) 20,315 shares of Common Stock issuance upon exercise of the January 2025 Placement Agent Warrants; (iv) 79,558 shares of Common Stock issuance upon exercise of the A-7 Warrants; (v) 79,558 shares of Common Stock issuance upon exercise of the A-8 Warrants; (vi) 714,286 shares of Common Stock upon exercise of the July 2025 Investor Warrants #1; (vii) 53,571 shares of Common Stock issuable upon exercise of the July 2025 Placement Agent Warrants #1; (viii) 641,712 shares of Common Stock upon exercise of the July 2025 Investor Warrants #2; (ix) 48,128 shares of Common Stock issuable upon exercise of the July 2025 Placement Agent Warrants #2.
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Shares of Common Stock outstanding after completion of this offering (assuming full exercise of the Warrants that are exercisable for the Warrant Shares offered hereby):
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6,480,396 shares(1) | |
| Use of proceeds: | We will not receive any proceeds from any sale of the Shares by the Selling Shareholders. We will receive proceeds in the event that any of the Warrants are exercised at the exercise prices per share for cash which would result in gross proceeds of approximately $9.21 million if all such Warrants are exercised for cash. Any proceeds that we receive from the exercise of the Warrants will be used for working capital and other general corporate purposes, including investments in sales and marketing in the United States and internationally. See “Use of Proceeds.” | |
| Risk factors: | An investment in the shares of Common Stock offered under this prospectus is highly speculative and involves substantial risk. Please carefully consider the “Risk Factors” section on page 12, other information in this prospectus and in the documents incorporated by reference herein for a discussion of risks. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also impair our business and operations
| |
| NASDAQ symbol: | NCPL |
| (1) | The number of shares of Common Stock to be outstanding immediately after this offering is based on 4,720,056 shares of Common Stock outstanding as of August 19, 2025, and excludes, as of such date: |
| ● | 37,826 shares of common reserved for future issuance under our 2021 Equity Incentive Plan and our 2023 Omnibus Equity Incentive Plan, as amended by the Plan Amendments; | |
| ● | 1,445,132 shares of common stock issuable upon exercise of outstanding options with a weighted average exercise price of $5.70 per share (including options granted following the Plan Amendments); and | |
| ● | 556,973 shares of common stock issuable upon the exercise of stock warrants outstanding at a weighted average exercise price of $24.72 per share; |
| 11 |
An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks described below, together with other information in this prospectus, the accompanying prospectus and the information and documents incorporated by reference. You should also consider the risks, uncertainties and assumptions discussed under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K and the subsequent reports that we file with the SEC which are on file with the SEC and are incorporated herein by reference, and which may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. If any of these risks actually occur, our business, financial condition, results of operations or cash flow could be adversely effected. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not presently known to us, or that we currently see as immaterial, may also harm our business. Please also read carefully the section above entitled “Special Note Regarding Forward-Looking Statements.”
Risks Related to the Resale of the Shares
The Selling Shareholders may choose to sell the Shares at prices below the current market price.
The Selling Shareholders are not restricted as to the prices at which they may sell or otherwise dispose of the Shares covered by this prospectus. Sales or other dispositions of the Shares below the then-current market prices could adversely affect the market price of our Common Stock.
A large number of shares of Common Stock may be sold in the market following this offering, which may significantly depress the market price of our Common Stock.
The Shares sold in the offering will be freely tradable without restriction or further registration under the Securities Act. As a result, a substantial number of shares of Common Stock may be sold in the public market following this offering. If there are significantly more shares of Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell Common Stock.
Neither we nor the Selling Shareholders have authorized any other party to provide you with information concerning us or this offering.
You should carefully evaluate all of the information in this prospectus, including the documents incorporated by reference herein and therein. We may receive media coverage regarding our Company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. Neither we nor the Selling Shareholders have authorized any other party to provide you with information concerning us or this offering, and recipients should not rely on this information.
You may experience future dilution as a result of issuance of the Shares, future equity offerings by us and other issuances of our Common Stock or other securities. In addition, the issuance of the Shares and future equity offerings and other issuances of our Common Stock or other securities may adversely affect our Common Stock price.
In order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share as prior issuances of Common Stock. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share previously paid by investors, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock or securities convertible into Common Stock in future transactions may be higher or lower than the prices per share per share. ln addition, the exercise price of the Warrants for the Warrant Shares may be or greater than the price per share previously paid by certain investors. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of Common Stock under our stock incentive programs. In addition, the issuance of the Shares and any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.
| 12 |
On June 10, 2025, we entered into subscription agreements (the “Subscription Agreements”) with ten accredited investors to issue an aggregate of 118,750 shares (the “June 2025 Shares”) of common stock at a purchase price of $4.00 per share (the “Purchase Price”) in a private placement, for gross proceeds of $475,000. We agreed to file a registration statement on providing for the resale of the June 2025 Shares (the “Resale Registration Statement”) within 60 calendar days of the initial closing of the private placement (the “Filing Date”) and to use reasonable best efforts to cause the Resale Registration Statement to be declared effective by the SEC within 90 calendar days following the final closing of the private placement date of the Filing Date. Until the shares are sold in accordance with applicable law, the Subscriber agrees to vote the shares in favor of all resolutions us Company to effectuate this obligation. The Subscription Agreements include a price adjustment provision whereby if we issue additional shares at a price lower than the Purchase Price during the period beginning on the date of the Subscription Agreements and prior to the date that is 6-months following the Filing Date, investors will receive additional shares to reflect the lower price, subject to the minimum price as defined under Nasdaq Rule 5635(d) on the date the Subscription Agreements were signed, which was $2.56. We intend to use the net proceeds from the offering for general corporate purposes.
JANUARY 2025 WARRANT INDUCEMENT
On January 9, 2025, we entered into inducement offer letter agreements with certain investors that held certain outstanding warrants to purchase up to an aggregate of 270,861 shares of our common stock originally issued in December 2023 and May 2024 with an exercise price of $10.85 per share, originally at a reduced exercise price of $1.80 per share in partial consideration for the Company’s agreement to issue in a private placement (i) new Series A-5 common stock purchase warrants to purchase up to 361,148 shares of our common stock at an exercise price of $2.07 per share (the “A-5 Inducement Warrants”) and (ii) new Series A-6 common stock purchase warrants to purchase up to 180,574 shares of our common stock at an exercise price of $2.07 per share (the “A-6 Inducement Warrants”) for aggregate gross proceeds of approximately $487,000 from the exercise of the existing warrants, before deducting placement agent fees and other expenses payable by the Company. The transaction closed on January 13, 2025. The A-5 Inducement Warrants are exercisable on July 13, 2025 and expire on July 13, 2030. The A-6 Inducement Warrants are exercisable on July 13, 2025 and expire on January 13, 2027. This transaction closed on January 13, 2025. H.C. Wainwright was the exclusive agent for transaction for which we paid them a cash fee equal to 7.5% from the exercise of the Series A-2 warrant at the reduced exercise price and a management fee equal to 1.0% of such aggregate gross proceeds. We also issued warrants to designees of H.C. Wainwright to purchase up to 20,315 shares of our common stock at an exercise price of $2.25 per share (the “January 2025 Placement Agent Warrants”).
On March 5, 2025, we entered into inducement offer letter agreements with certain investors that held certain outstanding warrants to purchase up to an aggregate of 79,558 shares of our common stock originally issued in December 2023 and May 2024 with an exercise price of $8.74 per share, originally at a reduced exercise price of $1.80 per share in partial consideration for the Company’s agreement to issue in a private placement (i) new Series A-7 common stock purchase warrants to purchase up to 79,558 shares of our common stock at an exercise price of $2.03 per share (the “A-7 Inducement Warrants”) and (ii) new Series A-8 common stock purchase warrants to purchase up to 79,558 shares of our common stock at an exercise price of $2.03 per share (the “A-6 Inducement Warrants”) for aggregate gross proceeds of approximately $143,200 from the exercise of the existing warrants, before deducting expenses payable by us. The transaction closed on March 6, 2025. The A-7 Inducement Warrants are exercisable on September 5, 2025 and expire on September 5, 2030. The A-8 Inducement Warrants are exercisable on September 5, 2025 and expire on March 5, 2027.
| 13 |
JULY 2025 REGISTERED DIRECT OFFERING AND CONCURRENT PRIVATE PLACEMENT #1
On July 2, 2025, we entered into a securities purchase agreement (the “July 2025 Purchase Agreement #1”) with certain institutional investors, pursuant to which we agreed to sell 714,286 shares (the “July 2025 Shares #1”) of our common stock, at a purchase price of $7.00 per share (the “July 2025 Offering #1”) for gross proceeds of approximately $5 million, prior to deducting placement agent’s fees and other offering expenses payable by us. We intend to use approximately $320,000 of the net proceeds received by us from this offering for the repayment of outstanding promissory notes and the remainder for general corporate and working capital purposes The shares were offered pursuant to our shelf registration statement on Form S-3 (File No. 333-267921), which was declared effective by the Securities Exchange Commission on October 26, 2022.
Concurrently with the sale of July 2025 Shares #1 pursuant to the July 2025 Purchase Agreement #! in a private placement, for each share of Common Stock purchased by the investors, such investors received an unregistered warrant (the “July 2025 Investor Warrants #!”) to purchase one share of Common Stock, or 714,286 shares in the aggregate (the “July 2025 Investor Warrant Shares #!”). The July 2025 Investor Warrants #! have an exercise price of $6.88 per share, and are exercisable immediately upon issuance for a twenty-four month period following the date of effectiveness of this registration statement.
The closing of the sales of these securities under the Purchase Agreement took place on July 7, 2025.
Pursuant to an engagement letter agreement, dated as of November 7, 2024, as amended on each of January 21, 2025, April 2, 2025, April 9, 2025 and July 2, 2025, we engaged H.C. Wainwright & Co., LLC to act as our exclusive placement agent (the “Placement Agent’) in connection with July 2025 Offering #1. Under the terms of the engagement letter agreement, the Placement Agent has agreed to act as our exclusive placement agent, on a reasonable best efforts basis, in connection with the July 2025 Offering #1. We paid the Placement Agent an aggregate cash fee equal to 7.5% of the gross proceeds from the sale of securities in the Offering and a management fee equal to 1.0% of the gross proceeds raised in the Offering. We issued the Placement Agent’s designees warrants (the “July 2025 Placement Agent Warrants #1”) to purchase up to 7.5% of the aggregate number of July 2025 Shares #1, or warrants to purchase up to 53,571 shares of Common Stock, at an exercise price equal to 125.0% of the offering price per share of Common Stock, or $8.75 per share. In addition, upon the cash exercise of July 2025 Investor Warrants #1, we also agreed to issue the Placement Agent (or its designees) additional Placement Agent Warrants to purchase an amount of shares of Common Stock equal to 7.5% of the aggregate number of July 2025 Warrants Shares #1 issued upon cash exercise of the July 2025 Warrants #1. The July 2025 Placement Agent Warrants #1 are (or will be) exercisable immediately upon issuance for a period of five years following the commencement of the sales pursuant to the July 2025 Offering #1.
JULY 2025 REGISTERED DIRECT OFFERING AND CONCURRENT PRIVATE PLACEMENT #2
On July 16, 2025, we entered into a securities purchase agreement (the “July 2025 Purchase Agreement #2”) with certain institutional investors, pursuant to which we agreed to sell 641,712 shares (the “July 2025 Shares #2”) of our common stock, at a purchase price of $4.675 per share (the “July 2025 Offering #2”) for gross proceeds of approximately $3 million, prior to deducting placement agent’s fees and other offering expenses payable by us. We intend to use approximately $250,000 of the net proceeds received by us from this offering for the repayment of outstanding promissory notes and the remainder for general corporate and working capital purposes The shares were offered pursuant to our shelf registration statement on Form S-3 (File No. 333-267921), which was declared effective by the Securities Exchange Commission on October 26, 2022.
Concurrently with the sale of July 2025 Shares #2 pursuant to the July 2025 Purchase Agreement #2 in a private placement, for each share of Common Stock purchased by the investors, such investors received an unregistered warrant (the “July 2025 Investor Warrants #2”) to purchase one share of Common Stock, or 641,712 shares in the aggregate (the “July 2025 Investor Warrant Shares #2”). The July 2025 Investor Warrants #2 have an exercise price of $4.55 per share, and are exercisable immediately upon issuance for a twenty-four month period following the date of effectiveness of this registration statement.
The closing of the sales of these securities under the Purchase Agreement took place on July 17, 2025.
Pursuant to an engagement letter agreement, dated as of November 7, 2024, as amended on each of January 21, 2025, April 2, 2025, April 9, 2025 and July 2, 2025, we engaged H.C. Wainwright & Co., LLC to act as our exclusive placement agent (the “Placement Agent’) in connection with July 2025 Offering #2. Under the terms of the engagement letter agreement, the Placement Agent has agreed to act as our exclusive placement agent, on a reasonable best efforts basis, in connection with the July 2025 Offering #2. We paid the Placement Agent an aggregate cash fee equal to 7.5% of the gross proceeds from the sale of securities in the Offering and a management fee equal to 1.0% of the gross proceeds raised in the July 2025 Offering #2. We issued the Placement Agent’s designees warrants (the “July 2025 Placement Agent Warrants #2”) to purchase up to 7.5% of the aggregate number of July 2025 Shares #2, or warrants to purchase up to 48,128 shares of Common Stock, at an exercise price equal to 125.0% of the offering price per share of Common Stock, or $5.8438 per share. In addition, upon the cash exercise of July 2025 Investor Warrants #2, we also agreed to issue the Placement Agent (or its designees) additional Placement Agent Warrants to purchase an amount of shares of Common Stock equal to 7.5% of the aggregate number of July 2025 Warrants Shares #2 issued upon cash exercise of the July 2025 Warrants #2. The July 2025 Placement Agent Warrants #2 are (or will be) exercisable immediately upon issuance for a period of five years following the commencement of the sales pursuant to the July 2025 Offering #2.
| 14 |
The Shares being offered by the Selling Shareholders are the June 2025 Shares and those issuable upon the exercise of the Warrants. For additional information regarding the issuance of the June 2025 Shares, the Warrants and the Warrant Shares, see “June 2025 Private Placement,” “January 2025 Warrant Inducement .” March 2025 Warrant Inducement,” “July 2025 Registered Direct Offering and Concurrent Private Placement. #1” and “July 2025 Registered Direct Offering and Concurrent Private Placement. #2” beginning on page 14. We are registering the June 2025 Shares and the Warrant Shares issuable upon exercise of the Warrants in order to permit the Selling Shareholders to offer such shares for resale from time to time. Except for the ownership of the June 2025 Shares and the Warrants, none of the Selling Shareholders have had any material relationship with us within the past three (3) years except as set forth below.
The following table sets forth certain information with respect to each Selling Shareholder, including (i) the shares of Common Stock beneficially owned by the Selling Shareholder prior to this offering, (ii) the number of Shares, being offered by the Selling Shareholder pursuant to this prospectus and (iii) the Selling Shareholder’s beneficial ownership after completion of this offering. The second column lists the number of shares of Common Stock beneficially owned by each selling stockholder, based on its ownership of the shares of our securities, as of August 19, 2025, assuming full exercise of all Warrants held by the selling stockholders on that date, without regard to any limitations on exercise. The registration of the Shares, including the June 2025 Share and the Shares issuable to the Selling Shareholders upon the exercise of the Warrants, does not necessarily mean that the Selling Shareholders will sell all or any of such shares, but the number of shares of Common Stock and percentages set forth in the final two columns below assume that all shares of Common Stock being offered by the Selling Shareholders are sold. The final two columns also assume the exercise of all of the Warrants held by the Selling Shareholders as of August 19, 2025, without regard to any limitations on exercise described in this prospectus or in the Warrants. See “Plan of Distribution.”
The table is based on information supplied to us by the Selling Shareholders, with beneficial ownership and percentage ownership determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to shares of Common Stock. This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number of shares of Common Stock beneficially owned by a Selling Shareholder and the percentage ownership of that Selling Shareholder, shares of Common Stock subject to warrants held by that Selling Shareholder that are exercisable for shares of Common Stock within 60 days after July 31, 2025, are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other stockholder.
This prospectus covers the resale of up to an aggregate of 1,879,090 shares of Common Stock, consisting of: (A) 118,750 June 2025 Shares and (B) up to 1,760,340 shares of Common Stock issuable upon the exercise of: (i) 114,068 shares of Common Stock upon exercise of the A-5 Warrants; (ii) 9,144 shares of Common Stock issuance upon exercise of the A-6 Warrants; (iii) 20,315 shares of Common Stock issuance upon exercise of the January 2025 Placement Agent Warrants; (iv) 79,558 shares of Common Stock issuance upon exercise of the A-7 Warrants; (v) 79,558 shares of Common Stock issuance upon exercise of the A-8 Warrants; (vi) 714,286 shares of Common Stock upon exercise of the July 2025 Investor Warrants #1; (vii) 53,571 shares of Common Stock issuable upon exercise of the July 2025 Placement Agent Warrants #1; (viii) 641,712 shares of Common Stock upon exercise of the July 2025 Investor Warrants #2; (ix) 48,128 shares of Common Stock issuable upon exercise of the July 2025 Placement Agent Warrants #2. See “June 2025 Private Placement,” “January 2025 Warrant Inducement,” “March 2025 Warrant Inducement,” “July 2025 Registered Direct Offering and Concurrent Private Placement. #1” and “July 2025 Registered Direct Offering and Concurrent Private Placement. #2” beginning on page 14. “July 2025 Registered Direct Offering and Concurrent Private Placement #1” and “July 2025 Registered Direct Offering and Concurrent Private Placement #2” beginning on page 14 of this prospectus for further details relating to the June 2025 Shares, the Warrant Shares and the Warrants.
| 15 |
| Name of Selling Shareholder | Number of Shares of Common Stock Beneficially Owned Prior to Offering | Maximum to be Sold Pursuant to this Prospectus(1) | Number of Shares of Common Stock Beneficially Owned After Offering(2) | Percentage Beneficially Owned After Offering(2) | ||||||||||||
| Brian Begin(3) | 3,750 | 3,750 | - | * | ||||||||||||
| Cole Angello(4) | 5,000 | 5,000 | - | * | ||||||||||||
| James Adams(5) | 12,500 | 12,500 | - | * | ||||||||||||
| CSF Consulting LLC(6) | 50,000 | 50,000 | - | * | ||||||||||||
| Adam Langer(7) | 8,750 | 8,750 | - | * | ||||||||||||
| James Allen(8) | 12,500 | 12,500 | - | * | ||||||||||||
| Jeffery Baird(9) | 12,500 | 12,500 | - | * | ||||||||||||
| Pallavi Cherukpally(10) | 2,500 | 2,500 | - | * | ||||||||||||
| Pavel Katsuk(11) | 5,000 | 5,000 | - | * | ||||||||||||
| John Darden(12) | 6,250 | 6,250 | - | * | ||||||||||||
| Intracoastal Capital LLC (13) | 564,207 | (14) | 564,207 | - | * | |||||||||||
| 3i LP (15) | 500,341 | (16) | 499,619 | 722 | (17) | * | ||||||||||
| Lind Global Fund II LP (18) | 517,853 | (19) | 360,596 | 157,257 | (20) | 2.43 | % | |||||||||
| Hudson Bay Master Fund Ltd. (21) | 213,904 | (22) | 213,904 | - | * | |||||||||||
| Michael Vasinkevich (23) | 104,102 | (24) | 78,241 | 25,861 | (25) | * | ||||||||||
| Noam Rubinstein (23) | 51,138 | (26) | 38,434 | 12,704 | (27) | * | ||||||||||
| Craig Schwabe (23) | 5,480 | (28) | 4,118 | 1,362 | (29) | * | ||||||||||
| Charles Worthman (23) | 1,625 | (30) | 1,362 | 404 | (31) | * | ||||||||||
| * | Less than 1% |
| (1) | Represents shares of Common Stock owned by the Selling Shareholders either (i) directly or (ii) upon full exercise of the Warrants offered hereby. |
| (2) | The number of shares owned and the percentage of beneficial ownership after this offering set forth in these columns are based on 6,480,396 shares of Common Stock, which includes 4,720,056 shares of Common Stock outstanding as of August 19, 2025 and assumes full exercise of the Warrants that are exercisable for the 1.760.340 Warrant Shares offered hereby. The calculation of beneficial ownership reported in such columns takes into account the effect of the Beneficial Ownership Limitations in any warrants held by the Selling Shareholders after this offering. We do not know when or in what amounts a Selling Shareholder may offer shares for sale. The Selling Shareholders may choose not to sell any or all of the shares offered by this prospectus. Because the Selling Shareholders may offer all or some of the Shares pursuant to this offering, we cannot estimate the number of the Shares that will be held by the Selling Shareholders after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, all of the Shares covered by this prospectus will be sold by the Selling Shareholders and that the Selling Stockholders do not acquire beneficial ownership of any additional shares. |
| (3) | The address of the selling shareholder 3025 Beaufort Ct, North Las Vegas NV 89032 |
| (4) | The address of the selling shareholder 3119 A Street, Katy, TX 77493 |
| (5) | The address of the selling shareholder 944 Willowleaf Dr. #2302, San Jose, CA 95128 |
| (6) | Adam Malan, Manager is the natural person with voting and investment control over the securities reported herein. The address of the selling shareholder is 10297 Sweet Fennel Drive, Las Vegas, NV 89135 |
| (7) | The address of the selling shareholder 55 Walbin Court, Fairfield, CT 06824 |
| (8) | The address of the selling shareholder 237 Deer Trail Ave., Carbondale, CO 81623 |
| (9) | The address of the selling shareholder 1133 Custer Ave., Ogden, UT 84404 |
| (10) | The address of the selling shareholder 707 1st Street S, Apt 102, Jacksonville Beach, FL 32250 |
| (11) | The address of the selling shareholder 9101 W. Sahara Ave., Suite 105, Las Vegas NV 89117 |
| (12) | The address of the selling shareholder PO Box 64602, Lubbock, TX 79464 |
| (13) | Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein that are held by Intracoastal. The address of Intracoastal is 245 palm Trail, Delray Beach, FL 33483. |
| (14) | Common stock beneficially owned prior to this offering consists of (i) 20,700 shares of common stock (ii) 18,288 A-5 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus; (iii) 9,144 A-6 Inducement Warrant Shares being offering by the selling shareholder pursuant to this prospectus; (iv) 17,407 A-7 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus; (v) 17,407 A-8 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus; (vi) 287,877 Investor Warrant Shares #1 being offered by the selling shareholder pursuant to this prospectus and (vii) 213,904 Investor Warrant Shares #2 being offered by the selling shareholder pursuant to this prospectus. |
| 16 |
| (15) | 3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. Mr. Tarlow disclaims beneficial ownership of the securities beneficially owned directly by 3i, LP and indirectly by 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, 2nd Floor, New York, NY 10013. We have been advised that none of Mr. Tarlow, 3i Management LLC, or 3i, LP is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer The address of 3i LP is 2 Wooster St. FL 2 New York NY 10013. |
| (16) | Common stock beneficially owned prior to this offering consists of (i) 285,715 Investor Warrant Shares #1 being offered by the selling shareholder pursuant to this prospectus; (iii) 213,904 Investor Warrant Shares #2 being offered by the selling shareholder pursuant to this prospectus (iii) 722 shares of common stock under presently exercisable warrants. |
| (17) | Common stock beneficially owned following the offering includes 722 shares of common stock underlying presently exercisable warrants. |
| (18) | Jeff Easton, the managing member of Lind Global Partners II LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Fund II LP. The address of Lind Global Fund II LP is 444 Madison Ave, Floor 41 New York, NY 10022. |
| (19) | Common stock beneficially owned prior to this offering consists of (i) 157,257 shares of common stock (ii) 95,780 A-5 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus; (iii) 62,061 A-7 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus; (iv) 62.061 A-8 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus; and (v) 140,694 Investor Warrant Shares #1 being offered by the selling shareholder pursuant to this prospectus. |
(20) |
Common stock beneficially owned following the offering includes 157,257 shares of common stock.
|
| (21) | Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities. The address of Hudson Bay Master Fund Ltd is 290 Harbor Drive, 34d Floor, Stamford, CT 06902.
|
| (22) | Common stock beneficially owned prior to this offering consists of 213,904 Investor Warrant Shares #2 being offered by the selling shareholder pursuant to this prospectus.
|
| (23) | Each of the selling shareholders is affiliated with H.C. Wainwright & Co., LLC, a registered broker dealer with a registered address of c/o H.C. Wainwright & Co., 430 Park Ave, 3rd Floor, New York, NY 10022, and has sole voting and dispositive power over the securities held. The number of shares to be sold in this offering consists of shares of common stock issuable upon exercise of June 2024 Placement Agent Warrants, which were received as compensation for our private placement. The selling shareholder acquired the July 2025 Placement Agent Warrants #1, the July 2025 Placement Agent Warrants #2 and the January Placement Agent Warrants in the ordinary course of business as placement agent for the Company and, at the time such Placement Agent Warrants were acquired, the selling shareholder had no agreement or understanding, directly or indirectly, with any person to distribute such securities. H.C. Wainwright & Co. LLC also acted as placement agent for the Company in a May 2024 warrant inducement transaction and December 2023 public offering for which it received compensation. |
| (24) | Common stock beneficially owned prior to this offering consists of common stock being offered by the selling shareholder pursuant to this prospectus which includes the (i) 34,352 July 2025 Placement Agent Warrant Shares #1 and (ii) 30.862 July 2025 Placement Agent Warrant Shares #2 and (iii) 13,027 January 2025 Placement Agent Warrant Shares, Also includes: (i) May 2024 Placement Agent Warrants to purchase 12,214 shares of common stock; and (ii) December 2023 Placement Agent Warrants to purchase 13,647 shares of common stock. |
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| (25) | Includes: (i) May 2024 Placement Agent Warrants to purchase 12,214 shares of common stock; and (ii) December 2023 Placement Agent Warrants to purchase 13,647 shares of common stock. |
| (26) | Common stock beneficially owned prior to this offering consists of common stock being offered by the selling shareholder pursuant to this prospectus includes the: (i) 16,875 Placement Agent Warrant Shares #1 and (ii) 15,160 Placement Agent Warrant Shares #2 and (iii) 6,399 January 2025 Placement Agent Warrant Shares. Also includes: (i) May 2024 Placement Agent Warrants to purchase 6,000 shares of common stock; and (ii) the December 2023 Placement Agent Warrants to purchase 6,704 shares of common stock. |
| (27) | Includes: (i) May 2024 Placement Agent Warrants to purchase 6,000 shares of common stock; and (ii) the December 2023 Placement Agent Warrants to purchase 6,704 shares of common stock. |
| (28) | Common stock beneficially owned prior to this offering consists of common stock being offered by the selling shareholder pursuant to this prospectus includes the (i) 1,808 July 2025 Placement Agent Warrant Shares #1 and (ii) 1,624 July 2025 Placement Agent Warrant Shares #2 and (iii) 686 January 2025 Placement Agent Warrant Shares. Also includes (i) May 2024 Placement Agent Warrants to purchase 643 shares of common stock, (ii) December 2023 Placement Agent Warrants to purchase 719 shares of common stock |
| (29) | Includes (i) May 2024 Placement Agent Warrants to purchase 643 shares of common stock, and (ii) December 2023 Placement Agent Warrants to purchase 719 shares of common stock. |
| (30) | Common stock beneficially owned prior to this offering consists of common stock being offered by the selling shareholder pursuant to this prospectus includes (i) 536 July 2025 Placement Agent Warrant Shares #1; (ii) 482 July 2025 Placement Agent Warrants #2 and (iii) January 2025 Warrants to purchase 203 shares of common stock Also includes (i) May 2024 Placement Agent Warrants to purchase 191 shares of common stock, and (ii) December 2023 Placement Agent Warrants to purchase 213 shares of common stock. |
| (31) | Includes (i) May 2024 Placement Agent Warrants to purchase 191 shares of common stock, and (ii) December 2023 Placement Agent Warrants to purchase 213 shares of common stock. |
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We will not receive any of the proceeds from the sale of the Shares by the Selling Shareholders pursuant to this prospectus. We may receive up to approximately $9.21 million in aggregate gross proceeds from cash exercises of the Warrants, based on the per share exercise price of the Warrants. We intend to use any net proceeds we receive for working capital and other general corporate purposes, including investments in sales and marketing in the United States and internationally. We have not allocated specific amounts of net proceeds for any of these purposes.
The Selling Shareholders will pay any agent’s commissions and expenses they incur for brokerage, accounting, tax or legal services or any other expenses that they incur in disposing of the shares of Common Stock. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares of Common Stock covered by this prospectus and any prospectus supplement. These may include, without limitation, all registration and filing fees, SEC filing fees and expenses of compliance with state securities or “blue sky” laws.
We cannot predict when or if the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised. In addition, the Warrants are exercisable on a cashless basis after six (6) months from the date of issuance if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for, the issuance of the Shares. As a result, we may never receive meaningful, or any, cash proceeds from the exercise of the Warrants, and we cannot plan on any specific uses of any proceeds we may receive beyond the purposes described herein.
See “Plan of Distribution” elsewhere in this prospectus for more information.
We have never declared or paid any dividends on our Common Stock. We currently intend to retain all available funds and any future earnings for the operation and expansion of our business and, therefore, we do not anticipate declaring or paying dividends in the foreseeable future. The payment of dividends will be at the discretion of our Board and will depend on our results of operations, capital requirements, financial condition, prospects, contractual arrangements, any limitations on payment of dividends present in our future debt agreements, and other factors that our Board may deem relevant.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial ownership of shares of our common stock as of August 19, 2025 by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, (iii) each of our named executive officers and (iv) all of our directors and named executive officers as a group.
The percentage ownership information is based upon 4,720,056 common shares outstanding as of August 19, 2025. The percentage ownership information shown in the table after this offering is based upon 6,480,396 shares of Common Stock (assuming full exercise of the Warrants to purchase 1,760,340 Warrant Shares). Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of more than 5% of our common stock. We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. In addition, the rules attribute beneficial ownership of securities as of a particular date to persons who hold convertible preferred stock, options or warrants to purchase shares of common stock and that are exercisable within 60 days of such date. These shares are deemed to be outstanding and beneficially owned by the person holding those convertible preferred stock, options or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the persons named in the table below have sole voting and investment power with respect to all shares beneficially owned, subject to community property laws, where applicable.
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Except as otherwise noted below, the address for each person or entity listed in the table is c/o Netcapital Inc., 1 Lincoln Street, Boston, MA 02111.
| Name and Address of Beneficial Owner | Number of Shares | Percentage of Common Stock | Percentage of Common Stock Beneficially Owned After this Offering | |||||||||
| 5% Stockholders: | ||||||||||||
| Intracoastal Capital LLC(1) | 523,868 | (2) | 9.99 | % | * | (3) | ||||||
| 3i LP(4) | 500,333 | (5) | 9.58 | % | * | (6) | ||||||
| GlobexUS Holdings Corp. | 500,000 | (7) | 10.59 | % | 7.72 | % | ||||||
| Officers and Directors | ||||||||||||
| Martin Kay | 65,417 | (8) | 1.37 | % | 1.00 | % | ||||||
| Coreen Kraysler | 57,614 | (9) | 1.20 | % | * | |||||||
| Jason Frishman | 26,739 | (10) | * | |||||||||
| Cecilia Lenk | 692 | (11) | * | * | ||||||||
| Steven Geary | 3,826 | (12) | * | * | ||||||||
| Avi Liss | 417 | (13) | * | * | ||||||||
| Arnold Scott | 1,481 | (14) | * | * | ||||||||
| All directors and named executive officers as a group (7 persons) | 156,186 | 3.22 | % | 2.36 | % | |||||||
| * | Represents beneficial ownership of less than 1% of the outstanding shares of our common stock. | |
| (1) | Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the securities reported herein that are held by Intracoastal. The address of Intracoastal is 245 palm Trail, Delray Beach, FL 33483. | |
| (2) | Common stock beneficially owned prior to this offering consists of (i) 5,525 A-6 Inducement Warrant Shares being offering by the selling shareholder pursuant to this prospectus; (ii) 17,407 A-7 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus; (ii) 17,407 A-8 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus; (iv) 287,877 Investor Warrant Shares #1 being offered by the selling shareholder pursuant to this prospectus and (v) 213,304 Investor Warrant Shares #2 being offered by the selling shareholder pursuant to this prospectus. Excludes (i) 3,619 A-6 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus and (ii) 18,288 A-5 Inducement Warrant Shares being offered by the selling shareholder pursuant to this prospectus as the exercise of these warrants is subject to a beneficial ownership limitation of 9.99% of the Company’s outstanding shares of common stock. | |
| (3) | Assumes all 564,307 Warrant Shares being offered hereunder have been sold. | |
| (4) | 3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. Mr. Tarlow disclaims beneficial ownership of the securities beneficially owned directly by 3i, LP and indirectly by 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, 2nd Floor, New York, NY 10013. We have been advised that none of Mr. Tarlow, 3i Management LLC, or 3i, LP is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer The address of 3i LP is 2 Wooster St. FL 2 New York NY 10013. | |
| (5) | Common stock beneficially owned prior to this offering consists of (i) 285,715 Investor Warrant Shares #1 being offered by the selling shareholder pursuant to this prospectus; (iii) 213,304 Investor Warrant Shares #2 being offered by the selling shareholder pursuant to this prospectus (iii) 722 shares of common stock under presently exercisable warrants. | |
| (6) | Assumes 499,619 Warrant Shares being offering hereunder have been sold. | |
| (7) | Brian Collins is the natural person with voting and dispositive power with respect to the shares held by GlobexUS Holdings Corp. The address of GlobexUS Holdings Corp. is 2076 Midlane South, #100, Syosset NY 11791. | |
| (8) | Includes 65,417 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after August 15, 2025. | |
| (9) | Includes 57,292 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after August 15, 2025. | |
| (10) | Includes (i) 2,292 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after the August 15, 2025, and (ii) 24,447 shares of common stock held by Netcapital Systems LLC, an entity that Jason Frishman is the President of and in such capacity has the right to vote and dispose of the securities held by such entity. | |
| (11) | Includes 325 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after August 15, 2025. | |
| (12) | Includes 259 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after August 15, 2025. | |
| (13) | Includes 259 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after August 15, 2025. | |
| (14) | Includes 191 shares of common stock subject to stock options that are presently exercisable or exercisable within 60 days after August 15, 2025. | |
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On August 1, 2024, we effectuated a 1-for-70 reverse split of our outstanding shares of common stock. No fractional shares were issued in connection with the reverse stock split and all such fractional interests were rounded up to the nearest whole number of shares of common stock. The conversion and/or exercise prices of our issued and outstanding convertible securities, including shares issuable upon exercise of outstanding stock options and warrants have been adjusted accordingly. All information presented in this section has been retroactively restated to give effect to our 1-for-70 reverse split of our outstanding shares of common stock and unless otherwise indicated, all such amounts and corresponding exercise price data set forth in this section have been adjusted to give effect to the reverse stock split.
Policies and Procedures for Transactions with Related Parties
Our Chief Executive Officer or our Chief Financial Officer must review and approve certain transactions between us and Related Parties (as defined below). A “Related-Party Transaction” is defined as a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we (including any of our subsidiaries) were, are or will be a participant.
For the purposes of our Related-Party Transactions, a “Related Party” is defined as: any person who is, or at any time since the beginning of our last two fiscal years was, a director or executive officer or a nominee to become a director; any person who is known to be the beneficial owner of more than ten percent of our common stock; any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and any person (other than a tenant or employee) sharing the household of any of the foregoing persons; and any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owner in which such person has a beneficial ownership interest of 10% or more.
Transactions with Related Parties
The following includes a summary of transactions since April 30, 2022 through the date of this prospectus to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this registration statement. We are not otherwise a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest.
Netcapital Systems LLC, a Delaware limited liability company (“Systems DE”), of which Jason Frishman, Founder, owns a 29% interest, owns 24,447 shares of common stock, or 1.1% of the Company’s 2,192,226 outstanding shares as of April 30, 2025. The company paid Systems DE $95,000 and $175,000 in the years ended April 30, 2025 and 2024, respectively, for use of the software that runs the website www.netcapital.com. and owes Systems DE $285,000 in unpaid invoices as of April 20, 2025. The Company provided professional services to Systems DE in the year ended April 30, 2023 and recorded revenue of $4,660. As of April 30, 2022, the Company accrued a payable to Systems of $294,054 for supplemental consideration owed in conjunction with its purchase of Netcapital Funding Portal Inc., which was paid in full on July 14, 2022, with the issuance to Systems of 39,901 shares of the Company’s common stock. The Company provided professional services to Systems in the years ended April 30, 2023 and 2022 and recorded revenue of $4,660 and $15,000, respectively, for those services.
Cash compensation to Jason Frishman, President of Netcapital Systems LLC amounted to $184,808 and $96,000, and stock-based compensation amounted to $25,927 and $0, in the years ended April 30, 2023 and 2022, respectively.
In total, the Company owed Systems $0 and $294,054 as of April 30, 2023 and 2022, respectively. The company paid Systems $430,000 and $357,429 in the years ended April 30, 2023 and 2022, respectively, for use of the software that runs the website www.netcapital.com.
Cecilia Lenk, the Chief Executive Officer of Netcapital Advisors Inc., (“Advisors”), our wholly owned subsidiary, is a member of the board of directors of KingsCrowd Inc. As of April 30, 2025 and 2024, the Company owned 3,209,685 shares of KingsCrowd Inc., valued at $577,743 and $513,550, respectively. The Company sold 606,060 shares of KingsCrowd in June 2022 for proceeds of $200,000 and recorded a realized loss on the sale of the investment of $406,060. As of April 30, 2023 and 2022, the Company owned 3,209,685 and 3,815,745 shares of KingsCrowd Inc., valued at $3,209,685 and $3,815,745, respectively.
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Cecilia Lenk, the Chief Executive Officer of Advisors is a member of the board of directors of Deuce Drone LLC, . an entity in which the Company holds an equity interest. As of April 30, 2025 and 2024, the Company owned 2,350,000 membership interest units of Deuce Drone LLC, valued at $0 and $2,350,000, respectively. The Company also had notes receivable from Deuce Drone LLC totaling $152,000 as of April 30, 2025 and 2024. During the year ended April 30, 2025, the Company determined that collection of the notes was not probable and recorded a full credit loss reserve of $152,000 against the notes receivable. The Company had notes receivable aggregating $152,000 from Deuce Drone LLC as of April 30, 2024, 2023 and 2022. These notes accrue interest at an annual rate of $8.0% and are not currently in default.
Compensation to a related party consultant, John Fanning Jr., son of our CFO, in the years ended April 30, 2025 and 2024 consisted of cash wages of $44,991 and $54,880, respectively. Compensation John Fanning, Jr., son in the years ended April 30, 2023 and 2022 consisted of common stock valued at $0 and $25,908, respectively, and cash compensation of $60,039 and $60,000, respectively. This consultant is also the controlling shareholder of Zelgor Inc. and $0 and $33,000 of the Company’s revenues in the years ended April 30, 2025 and 2024, respectively, were from Zelgor Inc. As of April 30, 2025 and 2024, the Company owned 1,400,000 shares which are valued at $1,400,000.
We owed Steven Geary, a director, $0 and $31,680 as of April 30, 2024 and 2023, respectively. This obligation was paid in full by the issuance on April 24, 2024 of 3,419 shares of our common stock at a price per share of $9.268 We owed Paul Riss, a director of our Netcapital Funding Portal Inc., $0 and $58,524, as of April 30, 2024 and 2023. This obligation was paid in full by the issuance on April 24, 2024 of 6,315 shares of our common stock at a price per share of $9.268
During the year ended April 30, 2023, we paid $12,019 to Paul Riss to retire a note payable of $3,200 and expenses payable of $8,819.
In January 2023 we granted stock options to purchase an aggregate of 22,860 shares of our common stock to four related parties as follows: our Chief Executive Officer, Martin Kay, 14,286 shares; our Chief Financial Officer, Coreen Kraysler 2,858 shares; our Founder, Jason Frishman, 2,858 shares; and a director of Netcapital Funding Portal, Inc., Paul Riss, 2,858 shares. The options have an exercise price of $100.10, vest monthly on a straight-line basis over a 4-year period and expire in 10 years.
On April 25, 2023, the Company also granted an aggregate of 1,144 options, or 286 options each to the following board members: Cecilia Lenk, Avi Liss, Steven Geary and Arnold Scott, to purchase shares of our common stock at an exercise price of $98.00 per share. The options vest monthly on a straight-line basis over a 4-year period and expire in 10 years.
Compensation to officers in the year ended April 30, 2025 consisted of stock-based compensation valued at $369,545 and cash salary of $927,288. Compensation to officers in the year ended April 30, 2024 consisted of stock-based compensation valued at $369,545 and cash salary of $936,111. Compensation expense to officers in the years ended April 30, 2023 and 2022 consisted of common stock valued at $0 and $190,763, respectively, cash compensation of $598,077 and $265,688, respectively, and options to purchase common stock valued at $137,994 and $3,147, respectively.
Coreen Kraysler, our Chief Financial Officer, has personally guaranteed a $500,000 promissory note from the U.S. Small Business Administration. The note bears interest at an annual rate of 3.75%, has a 30-year term, and monthly payments of $2,437 began on December 17, 2022.
Mr. John Fanning, the husband of the Company’s Chief Financial Officer, was an employee of the Company from February 3, 2020 to September 20, 2023, and has continued to serve as an advisor to the Company after that time. In addition, as stated above, Mr. Fanning’s son, John Fanning, Jr., is a consultant to the Company and is the controlling shareholder of Zelgor Inc. From time to time, Mr. Fanning provides advice to companies in which the Company either owns an equity position, conducted offerings on the Company’s funding portal, and/or are vendors in the Company’s ecosystem. Further, the Company is aware of a website that states that John Fanning is working or has been involved in the past with some of the portfolio companies that conducted offerings on the Company’s funding portal (Kingscrowd, Deuce Drone, ChipBrain and Zelgor). For information regarding the value of the equity holdings that the Company may have in each of these entities, see Note 12 to the Company’s Consolidated Financial Statements contained in their Annual Report on Form 10-K for the year ended April 30, 2025. The Company does not have a formal advisory contract with Mr. Fanning.
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DESCRIPTION OF SECURITIES THAT THE SELLING SHAREHOLDERS ARE OFFERING
The Selling Shareholders are offering for resale up to an aggregate of up to 1,879,090 shares of Common Stock consisting of: (A) 118,750 June 2025 Shares and (B) up to 1,760,340 shares of Common Stock issuable upon the exercise of (i) 114,068 shares of Common Stock upon exercise of the A-5 Warrants; (ii) 9,144 shares of Common Stock issuance upon exercise of the A-6 Warrants; (iii) 20,315 shares of Common Stock issuance upon exercise of the January 2025 Placement Agent Warrants; (iv) 79,558 shares of Common Stock issuance upon exercise of the A-7 Warrants; (v) 79,558 shares of Common Stock issuance upon exercise of the A-8 Warrants; (vi) 714,286 shares of Common Stock upon exercise of the July 2025 Investor Warrants #1; (vii) 53,571 shares of Common Stock issuable upon exercise of the July 2025 Placement Agent Warrants #1; (viii) 641,712 shares of Common Stock upon exercise of the July 2025 Investor Warrants #2; (ix) 48,128 shares of Common Stock issuable upon exercise of the July 2025 Placement Agent Warrants #2.The following summary of the terms of our shares of Common Stock is based upon our Articles of Incorporation and our Bylaws. The summary is not complete and is qualified by reference to our Articles of Incorporation and our Bylaws, which were filed as exhibits to our Annual Report on Form 10-K for the fiscal year ended April 30, 2025. For a description of our Common Stock, Exhibit 4.17-Description of Securities, to our Annual Report on Form 10-K for the fiscal year ended April 30, 2025, filed with the SEC on August 12, 2025.
Our Articles of Incorporation authorizes the issuance of up to 900,000,000 shares of Common Stock, par value $0.001 per share, and up to 10,000,000 shares of blank check preferred stock, par value $0.001 per share. Our Board may establish the rights and preferences of the preferred stock from time to time.
The Selling Shareholders and any of their respective pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on any trading market, stock exchange or other trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; | |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; | |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; | |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; | |
| ● | privately negotiated transactions; | |
| ● | settlement of short sales; |
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| ● | in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security; | |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; | |
| ● | a combination of any such methods of sale; or | |
| ● | any other method permitted pursuant to applicable law. |
The Selling Shareholders may also sell securities under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities covered hereby, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in tum engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in tum may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. We are requesting that each Selling Shareholder inform us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities. We will pay certain fees and expenses incurred by us incident to the registration of the securities.
Because the Selling Shareholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. In addition, any securities covered by this prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this prospectus. We are requesting that each Selling Shareholder confirm that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale securities by the Selling Shareholder.
We intend to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and are informing the Selling Shareholders of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
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DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
The validity of the issuance of the securities offered hereby will be passed upon for us by Parr Brown Gee & Loveless, PC, Salt Lake City, Utah.
The consolidated financial statements of Netcapital Inc. as of April 30, 2025 and 2024 and for each of the two years in the period ended April 30, 2025, incorporated into this prospectus and the Registration Statement on Form S-1 of which it forms a part by reference to the Annual Report on Form 10-K for the year ended April 30, 2025, have been so incorporated in reliance on the report of Fruci & Associates II, PLLC, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus constitutes a part of a registration statement on Form S-1 filed under the Securities Act. As permitted by the SEC’s rules, this prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information that is included in the registration statement. You will find additional information about us in the registration statement and its exhibits. Any statements made in this prospectus or any prospectus supplement concerning legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.
You can read our electronic SEC filings, including such registration statement, on the internet at the SEC’s website at www.sec.gov. We are subject to the information reporting requirements of the Exchange Act, and we file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information will be available at the website of the SEC referred to above. We also maintain a website at http://www.netcapitalinc.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. However, the information contained in or accessible through our website is not part of this prospectus or the registration statement of which this prospectus forms a part, and investors should not rely on such information in making a decision to purchase our securities in this offering.
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INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus is part of the registration statement but the registration statement includes and incorporates by reference additional information and exhibits. The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that is incorporated by reference is considered to be part of this prospectus and you should read it with the same care that you read this prospectus. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this prospectus, and will be considered to be a part of this prospectus from the date those documents are filed. We have filed with the SEC, and incorporate by reference in this prospectus:
| ● | our Annual Report on Form 10-K for the year ended April 30, 2025 filed with the SEC on August 12, 2025; |
| ● | our Current Reports on Form 8-K filed with the SEC on May 28, 2024, May 29, 2024, July 24, 2024; August 2, 2024; August 19, 2024; August 23, 2024; September 26, 2024; November 27. 2024; December 12, 2024; January 15, 2025; March 10, 2025; March 17, 2025; March 28, 2025; March 31, 2025; May 5, 2025; May 5, 2025; June 12, 2025; June 23, 2025; June 30, 2025; July 7, 2025 and July 17, 2025; and | |
| ● | The description of our common stock, par value $0.001 per share, contained in Exhibit 4.17 to our Annual Report on Form 10-K for the year ended April 30, 2025 filed with the SEC on August 12, 2025, including any amendment or report filed for the purpose of updating such description. |
In addition, all filed information contained in reports and documents filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and before the termination or completion of this offering, shall be deemed to be incorporated by reference in this prospectus. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide, without charge, to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests should be directed to:
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Attn.: Secretary
In addition, you may obtain a copy of these filings from the SEC as described in the section entitled “Where You Can Find More Information.” We do not incorporate the information on our website into this prospectus or any supplement to this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any supplement to this prospectus (other than those filings with the SEC that we specifically incorporate by reference into this prospectus or any supplement to this prospectus).
| 26 |
Netcapital Inc.
118,750 Shares of Common Stock
Up to 1,760,340 Shares of Common Stock Upon Exercise of Certain Common Stock Purchase Warrants
PROSPECTUS
, 2025.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the fees and expenses relating to the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions, all of which shall be borne by the registrant. All of such fees and expenses, except for the SEC registration fee, are estimated:
| SEC registration fee | $ | 573.94 | ||
| Transfer agent and registrar fees and expenses | $ | 5,000.00 | ||
| Legal fees and expenses | $ | 40,000.00 | ||
| Printing fees and expenses | $ | 5,000.00 | ||
| Accounting fees and expenses | $ | 10,000.00 | ||
| Miscellaneous fees and expenses | $ | 1,500.00 | ||
| Total | $ | 62,073.94 |
Item 14. Indemnification of Officers and Directors.
The registrant is incorporated under the laws of the State of Utah. Section 16-10a-902 of the Utah Business Corporation Act (“UBCA”) provides that a Utah corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against reasonable expenses incurred by the director in connection with the proceeding. may indemnify. Section 15-10-902 of the UBCA provides that a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:(i) the director conducted himself or herself in good faith; and, (ii) he or she reasonably believed that his or her conduct was in or at least not opposed to the corporation’s best interests; and (iii) In the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful. In addition, a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation: (i) to the same extent as a director; and (ii) if he or she is an officer but not a director, to such further extent as may be provided by the articles of incorporation, the bylaws, a resolution of the board of directors or contract, except for: (A) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding; or (B) liability arising out of conduct that constitutes: (I) receipt by the officer of a financial benefit to which he is not entitled; (II) an intentional infliction of harm on the corporation or the shareholders; or (III) An intentional violation of criminal law.
The registrant’s articles of incorporation and bylaws include provisions requiring the registrant to indemnify, to the fullest extent permitted by law, any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative, or investigative, by reason that he or she, or his or her testator or intestate, is or was a director or officer of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation.
See “Item 17. Undertakings” for a description of the SEC’s position regarding such indemnification provisions.
| II-1 |
Item 15. Recent Sales of Unregistered Securities.
The following sets forth information regarding all unregistered securities sold in the last three years:
On April 28, 2022, we issued 536 shares of common stock, in conjunction with an agreement to purchase a 10% equity interest in Caesar Media Group, Inc.
On July 15, 2022, we issued 1,335 shares of our common stock upon the conversion of $300,000 of unsecured convertible promissory notes issued on February 9, 2022, plus conversion of accrued interest on such notes. We also issued warrants to purchase 93,432 shares of our common stock to these noteholders upon conversion.
On July 15, 2022, we also issued 570 shares of our common stock to Netcapital Systems LLC as supplemental consideration pursuant to the agreement for the acquisition of Netcapital Funding Portal Inc.
On September 1, 2022, we issued 358 shares of our common stock in conjunction with the purchase a 10% interest in Caesar Media Group, Inc.
On October 26, 2022, we issued 179 shares of our common stock in conjunction with the purchase a 10% interest in Caesar Media Group, Inc. We did not receive any proceeds from this issuance. The issuance was exempt under Section 4(a)(2) of the Securities Act.
On October 26, 2022, we issued 38 shares of common stock to two accredited investors for gross proceeds of $23,400. We used the proceeds for working capital and general corporate purposes.
On November 28, 2022, we issued 90 shares of our common stock in conjunction with the purchase of a 100% interest in MSG Development Corp. We did not receive any proceeds from this issuance.
On December 9, 2022, we issued 4,286 shares of our common stock in conjunction with an Asset Purchase Agreement with Nantascot, LLC.
On December 16, 2022, we issued ThinkEquity LLC and its designees warrants to purchase 1,116 shares of our common stock at an exercise price of $98.68 as compensation for their services as underwriter in our public offering.
On January 3, 2023, we granted Martin Kay non-qualified stock options under the 2023 Plan to purchase 14,286 shares of our common stock at an exercise price of $100.10 per share. The options vest and become exercisable in 48 equal monthly installments.
On January 3, 2023, we granted non-qualified stock options to purchase 2,858 Shares of the Company’s common stock to each of Jason Frishman, Coreen Kraysler and Paul Riss (8,574 Shares total), under the 2023 Plan at an exercise price of $100.10 per Share. These options vest and become exercisable in 48 equal monthly installments.
On January 5, 2023, we issued ThinkEquity LLC and its designees warrants to purchase 176 shares of our common stock at an exercise price of $98.68 as compensation for its services as underwriter in the over-allotment exercise of our public offering.
On January 31, 2023, we issued 268 shares of our common stock in conjunction with the purchase of a 10% interest in Caesar Media Group, Inc.
On April 27, 2023, we issued 5,000 shares of our common stock for business advisory services.
On April 27, 2023, we issued 268 shares of our common stock in conjunction with the purchase of a 10% interest in Caesar Media Group, Inc.
On May 10, 2023, we issued 1,429 shares of our common stock for consulting services.
| II-2 |
On May 25, 2023, we issued ThinkEquity LLC and its designees warrants to purchase 983 shares of our common stock at an exercise price of $109.40 as compensation for its services as placement agent in our registered direct offering.
On July 14, 2023, we issued 141 shares of common stock to an unrelated third party, in consideration of a release from such third party related to settlement of an outstanding debt between such third-party and Netcapital Systems LLC.
On July 24, 2023, we issued ThinkEquity LLC and its designees warrants to purchase 1,537 shares of our common stock at an exercise price of $49.34 as compensation for its services as underwriter in our public offering.
On July 31, 2023, we issued 268 shares of our common stock in conjunction with the purchase of a 10% interest in Caesar Media Group, Inc.
On October 26, 2023, we issued 268 shares of our common stock in conjunction with the purchase of a 10% interest in Caesar Media Group, Inc.
On October 26, 2023, we issued 90 shares of our common stock in conjunction with the purchase of a 100% interest in MSG Development Corp.
On April 24, 2024, we issued an aggregate of 9,734 shares of our common stock at a price per share of $9.268 to Steven Geary, a member of the Company’s board of directors, and Paul Riss, a member of the board of directors of Netcapital Funding Portal, Inc. our wholly-owned subsidiary, in consideration of the cancellation of $90,204 in outstanding indebtedness owed to Mr. Geary and Mr. Riss by us.
On May 29, 2024, we issued warrants to purchase 507,894 shares of our common stock at an exercise price of $8.74 to certain institutional investors in connection with our warrant inducement transaction.
On May 29, 2024, we issued H.C. Wainwright & Co., LLC and its designees warrants to purchase 19,037 shares of our common stock at an exercise price of $10.93 as compensation for its services as placement agent in our warrant inducement transaction.
On October 26, 2024, we issued 90 shares of our common stock in conjunction with the purchase of a 100% interest in MSG Development Corp.
On January 13, 2025, we issued warrants to purchase 541,722 shares of our common stock at an exercise price of $2.07 to certain institutional investors in connection with our warrant inducement transaction.
On January 13, 2025, we issued H.C. Wainwright & Co., LLC and its designees warrants to purchase 20,315 shares of our common stock at an exercise price of $2.25 as compensation for its services as placement agent in our warrant inducement transaction.
On March 6, 2025, we issued warrants to purchase 159,116 shares of our common stock at an exercise price of $1.80 to certain institutional investors in connection with our warrant inducement transaction.
On March 26, 2025, we entered into a securities purchase agreement with 1800 Diagonal Lending LLC, and issued a promissory note in the principal amount of $181,540. Following an Event of Default (as defined in the note), the note becomes convertible into shares of our common stock at the then existing conversion price.
On April 29, 2025, we entered into two separate securities purchase agreements with 1800 Diagonal Lending LLC, under which we issued the following convertible promissory notes: (i) a convertible promissory note in the principal amount of $61,360, for a purchase price of $52,000, reflecting an original issue discount of $9,360 and (ii) a convertible note in the principal amount of $64,960, for a purchase price of $56,000, with an original issue discount of $8,960.
| II-3 |
On June 26, 2025, 500,0000 shares of our common stock in consideration of a license to use certain software.
On July 7, 2025, we issued common stock purchase warrants to purchase 714,286 shares of common stock with an exercise price of $6.88 per share in a private placement to certain institutional investors.
On July 7, 2025, we issued common stock purchase warrants to purchase 53,571 shares of common stock at an exercise price of $2.725 to designees of H.C. Wainwright & Co, LLC, as placement agent.
In July 2025, we issued an aggregate of 269,257 shares of our common stock to warrant holders that exercised warrants to purchase 418,510 shares of common stock on a net exercise basis.
On July 17, 2025, we issued common stock purchase warrants to purchase 641,712 shares of common stock with an exercise price of $4.55 per share in a private placement to certain institutional investors.
On July 17, 2025, we issued common stock purchase warrants to purchase 48,128 shares of common stock at an exercise price of $5.8438 to designees of H.C. Wainwright & Co, LLC, as placement agent.
The foregoing are all issuances of securities by the registrant during the past three years which were not registered under the Securities Act. We claim an exemption from registration pursuant to Section 4(a)(2) of the Securities Act, and/or Rule 506 of the rules and regulations promulgated thereunder in connection with the sales and issuances described below since the foregoing issuances and sales did not involve a public offering, the recipients (a) were “accredited investors” and/or had access to similar documentation and information as would be required in a Registration Statement under the Securities Act and (b) represented that they were acquiring the securities for investment purposes only, and not with a view towards distribution or resale except in compliance with applicable securities laws. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities are imprinted with an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. No general solicitation or advertising was used in connection with any transaction. No underwriter
Item 16. Exhibits.
The list of exhibits in the Exhibit Index to this registration statement is incorporated herein by reference.
| II-4 |
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; | |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of the securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and | |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement; |
provided, however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933, as amended, to any purchaser: |
| (i) | Each prospectus filed by the registrant pursuant to Rule 424 (b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement; and | |
| (ii) | Each prospectus required to be filed pursuant to Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933, as amended, shall be deemed to be part of and included in the registration statement as of the earlier of the date such prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; |
| II-5 |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933, as amended, to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; | |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; | |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and | |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser; |
| (6) | That, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; |
| (7) | Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933, as amended, and will be governed by the final adjudication of such issue. |
| II-6 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Boston, State of Massachusetts, on the 19th day of August, 2025.
| Netcapital, Inc. | ||
| By: | /s/ Martin Kay | |
| Name: | Martin Kay | |
| Title: | Chief Executive Officer | |
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Martin Kay and Coreen Kraysler as his or her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or substitutes for him or her, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated below.
| Signature | Title | Date | ||
| /s/ Martin Kay | Chief Executive Officer and director | August 19, 2025 | ||
| Martin Kay | (Principal Executive Officer) | |||
| /s/ Coreen Kraysler | Chief Financial Officer | August 19, 2025 | ||
| Coreen Kraysler | (Principal Financial and Accounting Officer) | |||
| /s/ Cecilia Lenk | Director | August 19, 2025 | ||
| Cecilia Lenk | ||||
| /s/ Steven Geary | Director | August 19, 2025 | ||
| Steven Geary | ||||
| /s/ Avi Liss | Director | August 19, 2025 | ||
| Avi Liss | ||||
| /s/ Arnold Scott | Director | August 19, 2025 | ||
| Arnold Scott |
| II-7 |
EXHIBIT INDEX
| (a) | Exhibits. The following exhibits are filed as part of this registration statement: |
| II-8 |
| II-9 |
| II-10 |
+ Indicates a management contract or compensatory plan or arrangement
** Certain confidential portions of this exhibit have been redacted from the publicly filed document because such portions are (i) not material and (ii) would be competitively harmful if publicly disclosed.
| II-11 |
Exhibit 5.1
August 19, 2025
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
| Re: | Registration Statement on Form S-1 |
Ladies and Gentlemen:
We have acted as Utah counsel to Netcapital Inc., a Utah corporation (the “Company”) in connection with the preparation by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration statement covers the offer and resale of up to an aggregate of 1,879,090 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of the Company, consisting of (A) 118,750 shares of Common Stock (the “June 2025 Shares”) issued by the Company to certain investors in a private placement transaction pursuant to a subscription agreement dated June 10, 2025 (the “June 2025 Purchase Agreement”) and (B) up to 1,760,340 shares (the “Warrant Shares”) of Common Stock issuable upon the exercise of:
| (i) | common stock purchase warrants (the “A-5 Inducement Warrants”), to purchase up to 114,068 shares of Common Stock issued by the Company to certain investors on January 13, 2025 pursuant to an inducement offer letter agreement, dated as of January 9, 2025 (the “January 2025 Inducement Letter”); | |
| (ii) | common stock purchase warrants (the “A-6 Inducement Warrants”), to purchase up to 9,144 shares of Common Stock issued by the Company to certain investors on January 13, 2025 pursuant to the January 2025 Inducement Letter; | |
| (iii) | common stock purchase warrants (the “January 2025 Placement Agent Warrants”) to purchase up to 20,315 shares of Common Stock issued by the Company on January 13, 2025 to designees of H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to an engagement letter dated November 7, 2024 between the Company and Wainwright (the “Wainright Engagement Letter”); | |
| (iv) | common stock purchase warrants (the “A-7 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock issued by the Company to certain investors on March 5, 2025 pursuant to an inducement offer letter agreement, dated as of March 5, 2025 (the “March 2025 Inducement Letter”); | |
| (v) | common stock purchase warrants (the “A-8 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock issued by the Company to certain investors on March 5, 2025 pursuant to the March 2025 Inducement Letter. | |
| (vi) | common stock purchase warrants (the “July 2025 Investor Warrants #1”), to purchase up to 714,286 shares of Common Stock issued by the Company certain investors on July 7, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement, dated as of July 2, 2025 (the “July 2025 Purchase Agreement #1”); |
| -1- |
| (vii) | common stock purchase warrants (the “July 2025 Investor Warrants #2,” together with the July 2025 Investor Warrants #1, the “July 2025 Investor Warrants”), to purchase up to 641,712 shares of Common Stock issued by the Company to certain investors on July 17, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement, dated as of July 16, 2025 (the “July 2025 Purchase Agreement #2,” and, together with the July 2025 Purchase Agreement #1, the “July 2025 Purchase Agreements”); | |
| (viii) | common stock purchase warrants (the “July 2025 Placement Agent Warrants #1”) to purchase 53,571 shares of Common Stock (the “July 2025 Placement Agent Warrant Shares #1”) and issued to designees of Wainwright pursuant to the Wainright Engagement Letter; and | |
| (ix) | common stock purchase warrants (the “July 2025 Placement Agent Warrants #2”) to purchase 48,128 shares of Common Stock issued to designees of the Placement Agent pursuant to the Wainright Engagement Letter. |
The A-5 Inducement Warrants, the A-6 Inducement Warrants, the January 2025 Placement Agent Warrants, the A-7 Inducement Warrants, the A-8 Inducement Warrants, the July 2025 Investor Warrants #1, the July 2025 Investor Warrants #2, the July 2025 Placement Agent Warrants #1 and the July 2025 Placement Agent Warrants #2 are herein collectively referred to as the “Warrants”. The June 2025 Purchase Agreement, January 2025 Inducement Letter, Wainright Engagement Letter, March 2025 Inducement Letter, July 2025 Purchase Agreement #1, and the July 2025 Purchase Agreement #2 are herein collectively referred to as the “Agreements”.
The term “Shares” shall include any additional shares of common stock registered by the Company pursuant to Rule 462(b) under the Act, in connection with the offering contemplated by the Registration Statement. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Company and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement and all exhibits thereto (ii) certain resolutions adopted by, and meetings of minutes of, the board of directors of the Company, (iii) the Articles of Incorporation and Bylaws of the Company, (iv) the Warrants, (v) the Agreements and (vi) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon certificates of public officials and officers or other representatives of the Company.
| -2- |
We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, and (vi) that all information contained in all documents reviewed by us is true, correct and complete.
It is understood that this opinion is to be used only in connection with the offer and sale of the securities being registered while the Registration Statement is effective under the Securities Act.
Based on the foregoing and subject to the limitations, qualifications and assumptions set forth herein, we are of the opinion that the (i) Shares have been duly authorized by all requisite corporate action on the part of the Company under the Utah Revised Business Corporation Act (“URBCA”) and, when the Shares are delivered and paid for in accordance with the terms of the Agreement and when evidence of the issuance thereof is duly recorded in the Company’s books and records, the Shares will be validly issued, fully paid and nonassessable and (ii) Warrants constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms. In rendering the foregoing opinion, we have assumed that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the URBCA (ii) the Warrant shares will be issued and paid for in accordance with the terms of the respective Warrants and Agreements, and (iii) upon the issue of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its Articles of Incorporation.
The opinion set forth above is limited in all respects to the URBCA. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion as to any other law or matter may be inferred or implied herefrom. The opinion expressed herein is rendered as of the date hereof, and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and the reference to this firm therein. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
| Very truly yours, | |
| /s/ PARR BROWN GEE & LOVELESS | |
| Parr Brown Gee & Loveless |
| -3- |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement to Form S-1 of our audit report dated August 12, 2025, with respect to the consolidated balance sheets of Netcapital Inc. as of April 30, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended April 30, 2025.
Our report relating to those financial statements includes an emphasis of matter paragraph regarding substantial doubt as to the Company’s ability to continue as a going concern.
We also consent to the reference to us under the heading “Experts” in such Registration Statement.
Spokane, Washington
August 19, 2025
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