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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.
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