[8-K] Netcapital Inc. Warrants Reports Material Event

Rhea-AI Filing Summary

L1 Capital Global Opportunities Master Fund, Ltd. has filed a Schedule 13G reporting a 1,000,000-share position in Sonim Technologies, Inc. (SONM) as of 2 July 2025. The holding represents 7.28 % of Sonim’s outstanding common stock, based on 13,733,657 shares referenced in Sonim’s 1 July 2025 prospectus. The fund has sole voting and dispositive power over the entire stake and declares passive intent under Rule 13d-1(c), indicating no current plan to influence control of the issuer. Directors David Feldman and Joel Arber are named as potential indirect beneficial owners but disclaim ownership for other purposes.

Positive

• L1 Capital Global Opportunities Master Fund, Ltd. now owns 1,000,000 shares (7.28 %) of SONM, introducing a substantial institutional investor to the shareholder base.

Negative

• None.

Insights

Securities Analyst

TL;DR – 7.28 % passive stake by L1 Capital adds notable institutional support.

The disclosure puts a recognized global opportunities fund on Sonim’s register at above the 5 % materiality threshold. A position of one million shares signals confidence in the company’s risk-return profile and can enhance trading liquidity. Because the filing is on Schedule 13G, it is deemed passive, lessening immediate concerns about activist agendas. For a micro-cap with fewer than 14 million shares outstanding, a single holder at 7.3 % can materially influence future vote outcomes—even without activism—so investors should note the new concentration of ownership.

Corporate Governance Specialist

TL;DR – New 7 % holder changes ownership landscape but remains passive.

From a governance viewpoint, L1 Capital’s declaration of passive intent under Rule 13d-1(c) limits immediate control implications. The firm controls all voting and disposal rights over its stake, yet expressly certifies no intent to influence management. While this reduces potential conflict, the fund’s size gives it leverage in any shareholder vote, raising Sonim’s need for ongoing engagement with the holder. No group affiliation or additional parties are disclosed, simplifying the ownership structure.

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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): July 2, 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 1.01 Entry into a Material Definitive Agreement.

On July 2, 2025, Netcapital Inc., a Utah corporation (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors 714,286 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at a purchase price of $7.00 per Share (the “Offering”). The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-267921), which was declared effective by the Securities and Exchange Commission on October 26, 2022.

Concurrently with the sale of the Shares, pursuant to the Purchase Agreement in a concurrent private placement, for each Share purchased by the investors, such investors received from the Company an unregistered warrant (the “Warrant”) to purchase one share of Common Stock (the “Warrant Shares”). The Warrants have an exercise price of $6.88 per share, and are exercisable immediately upon issuance for a twenty-four month period following the date of effectiveness of the Resale Registration Statement (as defined below).

The closing of the sales of these securities under the Purchase Agreement took place on July 7, 2025.

The gross proceeds from the offering were approximately $5 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The Company intends to use approximately $320,000 of the net proceeds from the Offering for the repayment of certain outstanding promissory notes and the remainder for general working capital purposes.

The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in public disclosures.

On November 7, 2024, the Company entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”), as amended on each of January 21, 2025, April 2, 2025, April 9, 2025 and July 2, 2025, pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis in connection with the Offering. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.5% of the gross proceeds from the sale of securities in the Offering and a management fee equal to 1.0% of the gross proceeds raised in the Offering. The Company also agreed to issue the Placement Agent (or its designees) a warrant (the “Placement Agent Warrant”) to purchase up to 7.5% of the aggregate number of shares of Common Stock sold in the offering, or warrants to purchase up to 53,571 shares of Common Stock, at an exercise price equal to 125.0% of the offering price per share of Common Stock, or $8.75 per share. In addition, upon the cash exercise of Warrants, the Company also agreed to issue Wainwright (or its designees) additional Placement Agent Warrants to purchase an amount of share of Common Stock equal to 7.5% of the aggregate number of Warrants Shares issued upon cash exercise of the Warrants. The Placement Agent Warrants are (or will be) exercisable immediately upon issuance for a period of five years following the commencement of the sales pursuant to the Offering. In addition, the Company agreed to pay the Placement Agent $25,000 for non-accountable expenses, and $50,000 for legal expenses and other out-of-pocket expenses.

Pursuant to the terms of the Purchase Agreement and subject to certain exceptions as set forth in the Purchase Agreement, from the date of the Purchase Agreement until five (5) trading days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents.

The Company has agreed to file a registration statement on Form S-3 (or other appropriate form if the Company is not then S-3 eligible) providing for the resale of the Warrant Shares (the “Resale Registration Statement”) within 30 calendar days of the date of the Purchase Agreement (the “Filing Date”), and to use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective by the SEC within 60 calendar days following the date of the Filing Date and to keep the Resale Registration Statement effective at all times until the Holders no longer own any Common Warrants or Common Warrant Shares.

The foregoing descriptions of the Warrant, Placement Agent Warrant and Purchase Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Warrant, form of Placement Agent Warrant, and form of Purchase Agreement, copies of which are filed as Exhibits 4.1, 4.2, and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

The legal opinion and consent of Parr Brown Gee & Loveless, P.C. relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.

The Warrants and the Placement Agent Warrants and the shares issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated thereunder.

Item 8.01 Other Events.

On July 3, 2025, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Form 8-K.

On July 7, 2025, the Company issued a press release announcing the closing of the Offering. A copy of the press release is furnished as Exhibit 99.2 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Form of Warrant
4.2		Form of Placement Agent Warrant
5.1		Opinion of Parr Brown Gee & Loveless, P.C.
10.1		Form of Securities Purchase Agreement
23.1		Consent of Parr Brown Gee & Loveless (included in Exhibit 5.1)
99.1		Press release of Netcapital Inc. dated July 3, 2025
99.2		Press release of Netcapital Inc. dated July 7, 2025
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 July 7, 2025

FAQ

How many Sonim (SONM) shares does L1 Capital own?

The fund beneficially owns 1,000,000 common shares.

What percentage of Sonim’s outstanding stock does this represent?

The holding equals 7.28 % of the outstanding common stock.

Is L1 Capital acting as an activist investor in SONM?

No. The Schedule 13G filing type and certification state the stake is passive with no intent to influence control.

Does L1 Capital share voting or dispositive power with others?

No. It reports sole voting and dispositive power over all 1,000,000 shares.

Who signed the Schedule 13G for L1 Capital?

Director David Feldman signed the filing on 7 July 2025.

Where is L1 Capital Global Opportunities Master Fund incorporated?

The fund is incorporated in the Cayman Islands.