false
0001414767
0001414767
2025-06-23
2025-06-23
0001414767
NCPL:CommonStock0.001ParValuePerShareMember
2025-06-23
2025-06-23
0001414767
NCPL:WarrantsExercisableForOneShareOfCommonStockMember
2025-06-23
2025-06-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 23, 2025
NETCAPITAL
INC.
(Exact
name of registrant as specified in charter)
| Utah |
|
001-41443 |
|
87-0409951 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 1
Lincoln Street, Boston, Massachusetts |
|
02111 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (781) 925-1700
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value per share |
|
NCPL |
|
The
Nasdaq Stock Market LLC |
| Warrants
exercisable for one share of Common Stock |
|
NCPLW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2
of this chapter)
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item
8.01 – Other Events.
On
August 23, 2024, Netcapital Inc. (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”)
with H.C. Wainwright & Co., LLC (“Wainwright”), to sell shares of its common stock, par value $0.001 per share, (the
“Common Stock”) having an aggregate sales price of up to $2,100,000, from time to time, through an “at the market offering”
program under which Wainwright acts as sales agent. Prior to the date hereof, the Company sold shares of common stock having an aggregate
sales price of approximately $2,099,667 under the Sales Agreement. On June 23, 2025, the Company filed a prospectus supplement (the “Current
Prospectus Supplement”) under the Sales Agreement for an aggregate of $975,000 of additional shares of Common Stock. A copy of
the legal opinion as to the legality of the $975,000 of shares of Common Stock issuable under the Sales Agreement and covered by the
Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 5.1 |
|
Opinion of Parr Brown Gee & Loveless |
| 23.1 |
|
Consent of Parr Brown Gee & Loveless (included in Exhibit 5.1) |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
| |
Netcapital
Inc.
(Registrant) |
| |
|
|
| |
By: |
/s/
Martin Kay |
| |
Name: |
Martin
Kay |
| |
Title: |
Chief
Executive Officer |
| Dated
June 23, 2025 |
|
|
