8-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT PURSUANT

TO

SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 22, 2024

NETCAPITAL

INC.

(Exact name of registrant as specified in charter)

Utah	001-41443	87-0409951
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)
1 Lincoln Street, Boston, Massachusetts	02111
---	---
(Address<br> of principal executive offices)	(Zip<br> Code)

Registrant’s telephone number, including area code: (781) 925-1700

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

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

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title<br> of each class	Trading<br> symbol(s)	Name<br> of each exchange on which registered
Common Stock, $0.001 par value per share	NCPL	The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock	NCPLW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item8.01. Other Events.

On November 26, 2024, Netcapital Inc. (Nasdaq: NCPL, NCPLW) announced that its wholly owned subsidiary, Netcapital Securities Inc. (“NSI”), has received approval from the Financial Industry Regulatory Authority (“FINRA”) to become a FINRA-member broker-dealer.

This approval allows NSI to:

●	Conduct<br> private placements of securities and referral business;
●	Support<br> companies raising equity capital under Regulation A (“Reg A”) and Regulation<br> D (“Reg D”);
●	Partner<br> with other broker-dealers to syndicate deals; and
●	Charge<br> fees on capital raised under Reg A and Reg D, as well as enter into fee-sharing agreements<br> with other broker-dealers.

The FINRA approval positions the Company to support larger fundraises and expand the range of investment opportunities available to its investor base.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated November 26, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

| -2- |

| --- |

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Netcapital Inc.<br><br> <br>(Registrant)
	By:	/s/ Coreen Kraysler
	Name:	Coreen<br>Kraysler
	Title:	Chief<br> Financial Officer
Dated<br> November 27, 2024

| -3- |

| --- |

Exhibit 99.1

NetcapitalSecures FINRA Approval for Broker-Dealer License

---

BOSTON, MA – November 26, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced that its wholly-owned subsidiary, Netcapital Securities Inc. (“NSI”), has received approval from the Financial Industry Regulatory Authority (“FINRA”) to become a FINRA-member broker-dealer.

KeyHighlights:

●	Netcapital<br> Securities Inc. is specifically approved to engage in the following types of business: private<br> placements of securities and referral business.
●	The<br> purpose of Netcapital Securities Inc. is to support companies (i.e., issuers) raising equity<br> capital under Regulation A (“Reg A”) and/or Regulation D (“Reg D”),<br> and to partner with other broker-dealers to collaboratively syndicate deals.
●	This<br> approval allows Netcapital to support larger fundraises while potentially offering its investor<br> base a broader range of investment opportunities.
●	Additionally,<br> this approval enables Netcapital Securities Inc. to charge fees on the capital issuers raise<br> under Reg A and Reg D, and to enter into fee sharing agreements with other broker-dealers.

“This is a major milestone for Netcapital, positioning us to expand our offerings and allowing us to better serve our clients by supporting larger capital raises,” said Martin Kay, CEO of Netcapital Inc.

AboutNetcapital Inc.

Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.

---

ForwardLooking Statements

Theinformation contained herein includes forward-looking statements. These statements relate to future events or to our future financialperformance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materiallydifferent from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and otherfactors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity,performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject tothese and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity.We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actualresults could differ materially from those anticipated in these forward-looking statements, even if new information becomes availablein the future.

InvestorContact

800-460-0815

ir@netcapital.com

| -1- |

| --- |