Netcapital Inc SEC Filings

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.

Netcapital, Inc. (NCPLW) S-1 excerpts describe financing, equity reserve and ownership details. Two short-term convertible promissory notes totaling $126,320 principal (purchase prices $52,000 and $56,000) carried original issue discounts totaling $18,320 and one-time 12% interest charges. Both notes had default-triggered conversion rights at a 25% discount and a common maturity of February 28, 2026; the company prepaid both in full on July 8, 2025, remitting $52,779 and $69,845 after making two scheduled payments on the first note. The filing discloses equity reserve and dilution sources: 37,826 shares reserved under incentive plans, 1,445,132 shares issuable upon outstanding options (weighted average exercise $5.70) and 556,973 shares issuable upon outstanding warrants (weighted average exercise $24.72). Large holders listed include Intracoastal Capital LLC (~564,207 shares), 3i LP (~500,341 shares) and Lind Global Fund II LP (~517,853 shares) with disclosed partial holdings split between beneficial and issued amounts. Estimated offering expenses list a $62,073.94 total covering SEC fees, legal, printing, accounting and misc costs.

Netcapital Inc. filing discloses executive compensation, equity incentive plan details, corporate governance provisions and certain corporate charter/bylaw changes tied to a proposed reincorporation. Named executive officers shown include Martin Kay (CEO) with total 2024 compensation of $340,000, Coreen Kraysler (CFO) with total compensation figures of $275,777 (2025) and $265,000 (2024), and founder Jason Frishman with reported totals near $225,261–$228,034 for 2024/2025. The company adopted an insider trading policy (filed as Exhibit 19.1). The 2021 Equity Incentive Plan reserves 4,286 shares, with 2,671 options awarded and 1,615 shares remaining as of April 30, 2025. The filing lists option awards totaling up to 875,000 options across executives, directors and employees with exercise prices of $2.68 and $3.39, not exercisable until stockholder approval of Plan amendments. The filing also summarizes Nevada corporate governance rules on meetings, record dates, director removal, inspection rights, dividends and indemnification.

Netcapital Inc. reported a difficult fiscal year ended April 30, 2025 with material asset write-downs and cash shortfalls. Revenues declined to $869,460 in fiscal 2025 from $4,951,435 the prior year, producing a gross profit of $829,116. The company recorded impairments of approximately $17.9 million on portfolio investments and recognized a total non-cash loss of $19.9 million, reducing total investments at fair value to $5,748,050 from $25,333,386 a year earlier.

Liquidity and solvency metrics underline risk: negative working capital of $5,096,163, an operating loss of $8,321,317, net cash used in operations of $5,339,211, and a reported net loss of $28,301,325 for the year. The filing discloses substantial dependence on a small number of customers and secured SBA obligations of approximately $0.5 million. Recent financing activity after year-end included two July 2025 registered direct/private placements raising gross proceeds of about $5 million and $3 million, an ATM sale that generated net proceeds of approximately $944,067, and FINRA approval in November 2024 for the broker-dealer subsidiary. Management states these conditions raise substantial doubt about the company’s ability to continue as a going concern.

Netcapital Inc. Preliminary Proxy Statement (PRE 14A) for the 2025 Annual Meeting to be held September 11, 2025 as a virtual audio-only conference call. The Board set the record date: July 3, 2025 and recommends FOR all principal proposals: election of five directors, ratification of Fruci & Associates II, PLLC as auditor, advisory Say-on-Pay, amendments to the 2023 Omnibus Equity Incentive Plan, reincorporation from Utah to Nevada, and an adjournment authorization.

Key disclosed facts: shares outstanding: 3,040,380 as of the Record Date; a 1-for-70 reverse stock split effective August 1, 2024; 2025 NEO compensation totals include Martin Kay $375,777 and Coreen Kraysler $275,777; 2025 net income reported as ($27,969,279). Equity-plan balances: 28,410 securities underlying outstanding options and 142,164 shares available for future issuance across plans as of April 30, 2025.