[424B5] Netcapital Inc. Warrants Prospectus Supplement (Debt Securities)

Rhea-AI Filing Summary

Netcapital has filed a prospectus supplement to update their At The Market (ATM) offering agreement with H.C. Wainwright & Co. The company is now eligible to sell up to $975,000 worth of common stock through this offering, in addition to the $2,099,667 already sold under prior prospectuses.

Key details of the filing:

• Current public float value: $9,295,284 based on 2,250,674 non-affiliate held shares at $4.13 per share
• Total shares outstanding: 2,280,825
• Trading symbol: NCPL on Nasdaq Capital Market
• Due to General Instruction I.B.6 limitations on Form S-3, Netcapital cannot sell securities exceeding one-third of public float in any 12-month period while float remains below $75 million
• Maximum eligible offering amount under I.B.6: approximately $998,761

Positive

• None.

Negative

• Limited financing flexibility with only $975,000 available for offering due to public float restrictions under Form S-3 General Instruction I.B.6
• Small public float of only $9.3M indicates limited market liquidity and trading volume
• Company has already utilized $2.1M of its S-3 capacity in the prior 12 months, suggesting ongoing capital needs

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-267921

PROSPECTUS SUPPLEMENT

(To Prospectus Dated October 26, 2022)

Up to $975,000

Common Stock

Netcapital Inc.

This prospectus supplement amends and supplements the information in the prospectus, dated October 26, 2022, filed as a part of our registration statement on Form S-3 (File No. 333-267921), as supplemented by our prospectus supplement dated August 23, 2024, or the Prior Prospectuses. This prospectus supplement should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplements thereto.

We filed the Prior Prospectuses to register the offer and sale of our common stock, par value $0.001 per share, from time to time pursuant to the terms of that certain At The Market Offering Agreement, or the sales agreement, between H.C. Wainwright & Co., LLC, or Wainwright, acting as the agent, and us.

We are filing this prospectus supplement to amend the Prior Prospectuses to update the amount of shares we are eligible to sell under General Instruction I.B.6 on Form S-3. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $975,000 from time to time through Wainwright, which does not include the shares of common stock having an aggregate sales price of approximately $2,099,667 that were sold pursuant to the Prior Prospectuses to date.

As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates of our public float was approximately $9,295,284 based on a total number of 2,280,825 shares of common stock outstanding, of which 2,250,674 shares of common stock were held by non-affiliates, at a price of $4.13 per share, the closing sales price of our common stock on June 20, 2025, which is the highest closing price of our common stock on Nasdaq Capital Market within the prior 60 days. We have sold approximately $2,099,667 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an aggregate offering price of up to approximately $998,761. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.

Our common stock is listed on the Nasdaq Capital Market under the symbol “NCPL.” On June 20, 2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $4.13 per share.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

H.C. Wainwright & Co.

The date of this prospectus supplement is June 23, 2025

FAQ

How much additional common stock is NCPLW offering in its June 2025 prospectus supplement?

According to the prospectus supplement, NCPLW is offering up to $975,000 worth of common stock through H.C. Wainwright & Co. This is in addition to approximately $2,099,667 worth of shares that were already sold pursuant to the Prior Prospectuses.

What is NCPLW's current public float value as of June 2025?

As of June 20, 2025, NCPLW's aggregate market value of common stock held by non-affiliates (public float) was approximately $9,295,284, based on 2,250,674 shares held by non-affiliates at a price of $4.13 per share.

What is the trading price of NCPLW stock as of the latest filing date?

According to the filing, the last reported sale price of NCPLW's common stock on the Nasdaq Capital Market was $4.13 per share on June 20, 2025.

How much can NCPLW sell under General Instruction I.B.6 of Form S-3?

NCPLW is currently eligible to offer and sell shares having an aggregate offering price of up to approximately $998,761 under General Instruction I.B.6 of Form S-3. The company is limited to selling securities not exceeding one-third of their public float in any 12-month period while their public float remains below $75.0 million.

Who is the sales agent for NCPLW's at-the-market offering?

H.C. Wainwright & Co., LLC (Wainwright) is acting as the sales agent for NCPLW's at-the-market offering, pursuant to the terms of their At The Market Offering Agreement.