Netcapital Inc. SEC Filings

Netcapital Inc. is registering 1,879,090 shares of common stock for resale by existing investors, including 1,760,340 shares issuable upon warrant exercise. The company will not receive proceeds from share resales, but could raise about $9.21 million if all registered warrants are exercised for cash.

Netcapital operates an online funding portal and a newly approved broker-dealer focused on Regulation Crowdfunding, Regulation A and Regulation D offerings, and is expanding into tokenized securities. The business faces sharply lower revenues, heavy net losses, sizable impairments on portfolio investments, customer concentration, and an auditor’s going concern warning, while holding minority stakes in numerous private companies obtained as fee compensation.

Netcapital Inc. reported that it acquired substantially all assets of Iverson Design, LLC’s AI-driven digital design studio business under an Asset Purchase Agreement dated January 2, 2026. The purchase price is 980,000 shares of Netcapital common stock issued to the seller at closing. Netcapital is acquiring hardware and software systems, intellectual property and design libraries, AI-driven production workflows and tools, customer and supplier relationships, and related goodwill, while excluding items such as the seller’s organizational records, debt-related contracts, certain leased equipment, and the owner’s separate creative projects. Netcapital is assuming only specified post-closing obligations under purchased contracts, with pre-closing and other liabilities remaining with the seller. The common shares issued were unregistered, relying on Section 4(a)(2) of the Securities Act and Regulation D, and the company later issued a press release announcing the transaction.

Netcapital Inc. reported that it has shared its latest financial results by issuing a press release. On December 15, 2025, the company announced financial results for the period ended October 31, 2025, and made the full text of this press release available as Exhibit 99.1. The information is being furnished rather than filed, meaning it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other securities law documents unless specifically referenced. Netcapital’s common stock and its warrants to purchase common stock trade on The Nasdaq Stock Market under the symbols NCPL and NCPLW, respectively.

Netcapital Inc. reported weak results for the quarter and six months ended October 31, 2025, with a small revenue base and sizable losses. Revenue was $51,076 for the quarter and $241,134 for the six months, down from $170,528 and $312,755 in the prior-year periods, all from fees on online services. The company posted a net loss of $2,129,489 for the quarter and $5,771,541 for the six months, compared with losses of $2,220,501 and $4,747,671 a year earlier.

Cash and cash equivalents rose to $1,684,188 from $289,428 at April 30, 2025, driven mainly by equity financings, including $8,507,171 from common stock sales and a $2,840,000 stock-for-software Horizon license. However, operating cash outflow reached $6,792,561 and Netcapital ended the period with negative working capital of $1,500,153 and total debt of $2,420,124, mostly SBA loans.

Management states there is substantial doubt about the company’s ability to continue as a going concern within one year, given recurring losses and cash burn. Customer concentration remains high, with one customer providing 58% of six‑month revenue. After quarter-end, Netcapital agreed to acquire Rivetz cybersecurity assets for 950,000 shares and up to $100,000 of assumed liabilities and announced a CEO change and a 1,000,000‑share restricted stock award to its new General Counsel.

Netcapital Inc. reported several major corporate actions, including an acquisition, leadership changes and new equity awards.

The company acquired substantially all assets of Rivetz Corp.’s Rivetz Network cybersecurity and blockchain business, paying with 950,000 shares of common stock and assuming specified liabilities capped at $100,000 for non-contract items. Former CEO Martin Kay resigned on December 3, 2025 and will receive a $98,750 cash severance plus $10,000 per month for 12 months as a consultant, with all his stock options fully vested. The board appointed Rich Wheeless as Chief Executive Officer starting December 7, 2025 with a $180,000 annual base salary, and named Kevin Kilduff General Counsel with a $60,000 base salary and an inducement grant of 1,000,000 restricted shares that can vest on March 15, 2027 based on revenue between $900,000 and $1,500,000 for a defined measurement period. The 950,000 Rivetz consideration shares were issued as unregistered securities under Section 4(a)(2) and Regulation D.

Netcapital Inc. insider ownership disclosure: A reporting person filed an initial ownership statement showing beneficial ownership of 500,000 shares of Netcapital Inc. common stock, $0.001 par value per share, as of an event date of June 26, 2025. The filing indicates the person is a director of the company and that these shares are held directly. The form is signed by Brian Collins, Chief Executive Officer.

Netcapital Inc. filed a Form S-3 shelf registration to offer up to $50,000,000 of securities, including common stock, preferred stock, debt securities, warrants, and units, which may be sold from time to time in one or more offerings. Sales methods may include direct sales, through agents, dealers, or underwriters, with specific terms to be set in future prospectus supplements.

The company invoked Rule 415(a)(6), carrying forward $9,004,894.40 of unsold securities from a prior registration (File No. 333-267921) and may continue using that prior registration until the earlier of effectiveness of this new registration or April 24, 2026. Netcapital’s common stock trades on Nasdaq as “NCPL”; the last reported price was $2.31 on October 20, 2025. As of October 21, 2025, 4,917,889 shares of common stock were outstanding. Proceeds from any primary sales will be received by the company, with intended uses including general corporate purposes.

Netcapital Inc. filed a current report to note that it released financial results for the period ended July 31, 2025. The company disclosed that it issued a press release on September 22, 2025 detailing these results, and attached the press release as an exhibit. The filing clarifies that the earnings information and the related exhibit are being furnished rather than filed under securities laws, meaning they are not automatically subject to certain liability provisions and are not incorporated into other company filings unless specifically referenced.

Netcapital, Inc. (NCPLW) reported results for the quarter ended July 31, 2025 showing continued operating losses and active financing transactions. The company had 4,720,066 shares outstanding as of July 31, 2025. Revenue items disclosed include listing fees and portal equity fees, with contract revenues of $190,058 and $142,227 referenced and deferred revenue of $315 at July 31, 2025. Gross profit for the period was shown as $182,649 versus $132,007 a year earlier. The quarter included an operating loss of $3,285,648, a net loss of $3,642,052, and net cash used in operating activities of $4,214,258. The balance sheet shows total debt instruments including SBA loans (one of $1,885,800) and several promissory notes; certain notes were in default or settled via equity issuance. The company recorded investments and equity securities received as compensation and recognized an unrealized gain of $44,945 in the quarter. Management disclosed going concern matters and regulatory exposure. Major financing activity included registered direct offerings and ATM sales generating gross proceeds of approximately $8 million across July 2025 transactions.