Welcome to our dedicated page for Netcapital SEC filings (Ticker: NCPLW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Netcapital Inc. filings document the regulatory record for a fintech company operating an online private capital markets platform, including its common stock and Nasdaq-listed warrants under NCPLW. The company’s registration statements describe securities offerings, capital structure, risk factors, and its status as a smaller reporting company, while periodic and current reports cover operating and financial results.
Netcapital’s 8-K filings disclose material agreements, promissory note financings, governance matters, shareholder voting items, and capital-structure changes. Its filing record also includes Form 12b-25 notices related to delayed quarterly reporting, providing formal disclosure about Exchange Act reporting timing and related compliance matters.
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. filed a current report to let investors know it has released its financial results for the year ended April 30, 2025. On August 12, 2025, the company issued a press release detailing these full-year results, which is attached as Exhibit 99.1.
The report classifies this information under results of operations and financial condition and notes that the press release is being furnished rather than filed, meaning it is not automatically subject to certain Exchange Act liabilities or incorporation by reference unless specifically included in another filing.
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.