Netcapital Inc S-1/A, filed Jun 29, 2022
Netcapital Inc. (NCPL)
As filed with the Securities and Exchange Commission on June 29, 2022
Registration Statement No. 333-262688
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3
to
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 No.) |
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)
Copies to:
Richard A. Friedman, Esq. Greg Carney, Esq. |
Oded
Har-Even, Esq. Angela Gomes, Esq. |
| Sheppard Mullin Richter & Hampton, LLP | Sullivan & Worcester LLP |
| 30 Rockefeller Plaza | 1633 Broadway |
| New York, NY 10112 | New York, NY 10019 |
| Phone: (212) 653-8700 | Phone: (212) 660-5002 |
Approximate date of proposed sale to public: As soon as practicable after this registration statement becomes effective.
If any of the securities being registered on the 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, please check the following box and list the Securities Act registration statement number of the earlier 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 registration statement for the same offering: ☐
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934, as amended.
| 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 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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.
EXPLANATORY NOTE
This Amendment No. 3 (“Amendment No. 3”) to the Registration Statement on Form S-1 (File No. 333-262688) of Netcapital Inc. (“Registration Statement”) is being filed solely for the purpose of filing an updated Exhibit 5.1. Accordingly, this Amendment No. 3 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, Exhibit 5.1 and the Exhibit Index. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment No. 3.
Item 16. Exhibits and Financial Statement Schedules
| (a) | Exhibits. The following exhibits are filed as part of this registration statement: |
*To be filed by amendment.
**Previously filed.
| + Indicates a management contract or compensatory plan or arrangement |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Amendment No. 3 to Registration Statement to be signed on its behalf by the Undersigned, thereunto duly authorized, in the City of Boston, Massachusetts on the 29th day of June, 2022.
| NETCAPITAL INC. | |||
| By: | /s/ Cecilia Lenk | ||
Name: Cecilia Lenk Title: Chief Executive Officer (Principal Executive Officer) |
|||
Exhibit 5.1
CodeLaw, LLC
1 Lincoln Street
Boston, MA 02111
www.codelaw.com
June 29, 2022
Netcapital Inc.
1 Lincoln Street
Boston, MA 02111
Ladies and Gentlemen:
We have acted as special Utah counsel for Netcapital Inc., a Utah corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-1 (File No. 333-262688) (the “Registration Statement”), including a related prospectus filed with the Registration Statement (the “Prospectus”), with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), covering: (i) a public offering of up to $6.9 million maximum aggregate amount of securities of the Company comprised of shares(the “Shares”) of common stock par value $0.001 per share (the “Common Stock”), warrants to purchase shares of Common Stock (the “Warrants”) and pre-funded warrants to purchase shares of Common Stock (the “Pre-Funded Warrants”), including securities to be issued pursuant to the exercise of the overallotment option of the underwriters; (ii) warrants to be issued to the representative of the underwriters to purchase shares of Common Stock, including if the overallotment option of the underwriter is exercised (the “Representative Warrants”); and (iii) the shares of Common Stock issuable on exercise of the Warrants, Pre-Funded Warrants and Representative Warrants. Each of Warrant, Pre-Funded Warrant and Representative Warrant is exercisable for one share of Common Stock. The Shares, Warrants, Pre-Funded Warrants and Representative Warrants are to be issued and sold by the Company to investors or the representative, as applicable, pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into between the Company and the representative of the several underwriters named therein and in the Prospectus. This opinion is being rendered in connection with the filing of the Registration Statement with the Commission.
In connection with this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Company’s Certificate of Incorporation as currently in effect, (ii) the Company’s Bylaws as currently in effect, (iii) the Registration Statement and related Prospectus, (iv) the form of Underwriting Agreement, (v) the form of Warrant, (vi) the form of Pre-Funded Warrant, (vii) the form of Representative Warrant, and (viii) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials or of officers and representatives of the Company, as we have deemed relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such latter documents. We have also assumed that the authorization of the board of directors of the Company is not changed from its authorization of June 28, 2022. We also assume that each of the Underwriting Agreement, Warrant, Pre-Funded Warrant and Representative Warrant are duly executed by each of the parties thereto other that the Company. As to certain questions of fact material to this opinion, we have relied upon certificates or comparable documents of officers and representatives of the Company and have not sought to independently verify such facts.
Based on the foregoing, and subject to the assumptions, limitations and qualifications stated herein, (i) we are of the opinion that the Shares when issued and sold as contemplated in the Registration Statement and the related Prospectus, and upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued, fully paid and non-assessable, (ii) we are of the opinion that the Warrants, Pre-Funded Warrants and Representative Warrants are the binding and enforceable obligations of the Company, and (iii) we are of the opinion that the shares of Common Stock to be issued upon exercise of the Warrants, Pre-Funded Warrants, and Representative Warrants, when issued in accordance with the terms of their governing instruments and upon payment therefore, will be validly issued, fully paid and non-assessable.
The opinion expressed herein is limited to the corporation laws of the State of Utah and New York law as to the Warrants, Pre-Funded Warrants, and Representative Warrants as they contain provisions stating that they are to be governed by the laws of the State of New York. We express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdictions.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus which is a part of the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.
| Very truly yours, | |
| /s/ CodeLaw, LLC | |
| CodeLaw, LLC |