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SEC
FILE NUMBER |
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001-41443 |
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CUSIP
NUMBER
64113L202 |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
file number
| (Check
one): |
☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR |
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For Period Ended: July 31, 2025 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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For
the Transition Period Ended: _______________ |
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Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
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If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Netcapital
Inc.
Full
Name of Registrant
N/A
Former
Name if Applicable
1
Lincoln Street
Address
of Principal Executive Office (Street and Number)
Boston,
Massachusetts 02111
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Netcapital
Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended July 31, 2025 (the “2025
Form 10-Q”) within the prescribed time period because the Company required additional time to prepare and complete the review of
its quarterly financial statements for the quarter ended July 31, 2025 to be filed with the 2025 Form 10-Q. The Company expects to file
the 2025 Form 10-Q within the 5-day extension period (the “Extension Period”) afforded by Rule 12b-25 under the Securities
Exchange Act of 1934, as amended.
Forward-Looking
Statement
This
Form 12b-25 contains forward-looking statements within the meaning of applicable United States securities laws. These forward looking
statements include: (i) statements regarding the Company’s expectation to not file the 2025 Form 10-Q within the Extension Period,
and (ii) statements regarding the Company’s financial results for the quarter ended July 31, 2025. Forward-looking statements are
based on management’s current expectations or beliefs about the Company’s future plans, expectations and objectives. These
forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to
differ materially from those projected in these forward-looking statements. These risks include, but are not limited to, adjustments
resulting from the completion by the Company’s auditor of their review of the 2025 Form 10-Q. Readers of this Form 12b-25 are cautioned
not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this Form 12b-25.
(Attach
extra Sheets if Needed)
| SEC
1344 (05-06) |
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Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays a
currently valid OMB control number. |
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Martin
Kay |
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781 |
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925-1700 |
| (Name) |
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(Area
Code) |
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(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
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| Yes
☒ No ☐ |
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| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
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Yes
☒ No ☐ |
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
See
Exhibit A attached to this Form 12b-25. |
Netcapital
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date
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September
15, 2025 |
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By |
/s/
Martin Kay |
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Martin
Kay |
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Chief
Executive Officer |
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
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Exhibit
A
To
Form
12b-25
Part
IV, Item (3)
Based
on information that is available at this time, the Company’s total revenues for the three months ended July 31, 2025, are expected
to be approximately $190,058, as compared to total revenues of $142,227 for the three months ended July 31, 2024, an increase
of $47,831, or approximately 34%. The increase is primarily attributable to fees generated from one issuer that accounted for approximately
73% of our revenues in the three months ended July 31, 2025 due to a successful $5 million raise utilizing our funding portal from March
24, 2025 to May 30, 2025.
Payroll
and payroll related expenses are expected to increase by $804,113, or approximately 71%, to $1,940,706 for the three months ended July
31, 2025, as compared to $1,136,593 during the three months ended July 31, 2024. The increase is primarily attributable to the salary
increases and bonuses for certain key positions, to assist with employee retention, during the quarter ended July 31, 2025.
Marketing
expenses are expected to increase by approximately $4,540, or approximately 66%, to $11,438 for the three months ended July 31, 2025,
as compared to $6,898 during the three months ended July 31, 2024. The increase in expense is primarily attributed to new marketing efforts
in the July 31, 2025 quarter to take advantage of additional cash resources.
Rent
expense is expected to increase by approximately $3,736, or approximately 20%, to $22,852 for the three months ended July 31, 2025, as
compared to $19,116 during the three months ended July 31, 2024. The increase is primarily attributable to a month-to-month rent agreement
that we now have, as compared to an annual agreement in the prior fiscal year.
General
and administrative expenses are expected to increase by approximately $238,250, or 17%, to $1,618,506 for the three months ended July
31, 2025, from $1,380,256 during the three months ended July 31, 2024. The increase is primarily attributable to increased legal costs.
Consulting
expenses are expected to decrease by approximately $25,330, or 26%, to $72,051 for the three months ended July 31, 2025 from $97,381
during the three months ended July 31, 2024. The decrease is primarily attributable to a decrease in individual contractors used by the
Company.
Interest
expense is expected to increase by approximately $25,603 to $36,067, or approximately 245%, for the three months ended July 31, 2025,
as compared to $10,464 during the three months ended July 31, 2024. The increase in interest expense is primarily attributable to increased
debt amounts from notes that were sold in March, April and May of 2025.
Accretion
expense is expected to amount to approximately $356,404 in the three months ended July 31, 2025. There was no accretion in the three
months ended July 31, 2024. The Company sold 4 notes, and each note contained an original issuance discount that was accreted in three
months ended July 31, 2025.
