[SCHEDULE 13G] Netcapital Inc. Warrants SEC Filing

Rhea-AI Filing Summary

Soluna Holdings, Inc. ("SLNH"; preferred: SLNHP) has filed a Preliminary Proxy Statement (Form PRE 14A) for its virtual 2025 Annual Meeting scheduled on 18 August 2025. The filing outlines four primary proposals and provides extensive corporate-governance and compensation disclosures.

Key proposals put to shareholders:

• Director Proposal (Proposal 1): Election of two Class II directors—David Michaels (age 70) and Matthew Lipman (age 46)—to serve until 2028. The nine-member board is currently 67% independent (6 of 9).
• Reverse Stock Split Proposal (Proposal 2): Authorisation of one or more reverse splits within a 1-for-5 to 1-for-50 range, to be implemented at the board’s discretion within one year. Importantly, the number of authorised shares will remain unchanged, preserving capacity for future issuance.
• Adjournment Proposal (Proposal 3): Permission to adjourn the meeting if there are insufficient votes to pass Proposal 2.
• Auditor Proposal (Proposal 4): Ratification of UHY LLP as independent registered public accountant for FY 2025.

Capital-markets and performance highlights:

• Pay-versus-Performance table shows a FY 2024 net loss of $58.3 million and a 2-year cumulative decline in TSR from an indexed 228 in 2022 to 53 in 2024.
• Executive compensation rose sharply: CEO John Belizaire received $2.18 million total FY 2024 compensation, including $1.72 million in stock awards; Executive Chairman (and former CEO) Michael Toporek received $7.05 million, largely equity based.
• Equity plans: Combined 2021 and 2023 Stock Incentive Plans allow issuance of up to ~1.7 million common shares and ~1.93 million Series A preferred shares; 209,855 options are currently outstanding.
• Governance measures: Board maintains Audit, Compensation, Nominating & Corporate Governance, and Executive Committees; claw-back, anti-hedging and insider-trading policies are in force.

Voting mechanics: Record date: 9 July 2025. Quorum: 33⅓ % of voting power. Directors require a plurality; other items require a simple majority of votes cast. Reverse split and auditor proposals are expected to be deemed “routine”, enabling discretionary broker voting; director election is “non-routine”.

Strategic implications: The reverse split authority—up to 1:50—signals the board’s intent to manage share price levels while retaining ample authorised shares, potentially facilitating future capital raising. The significant equity-based pay packages align management with shareholders but may be viewed critically given negative TSR and losses.

Positive

• Majority-independent board with comprehensive committee oversight and governance policies, including claw-back and anti-hedging measures.
• Reverse split flexibility may facilitate continued exchange compliance and broaden financing options.
• Detailed pay-versus-performance disclosure enhances transparency in executive compensation.

Negative

• FY 2024 net loss of $58.3 million coupled with significant negative TSR highlights ongoing operational challenges.
• Substantial equity grants to executives ($7.05 million to Executive Chairman) despite poor shareholder returns may raise alignment concerns.
• Reverse split up to 1:50 with no reduction in authorised shares increases potential dilution for existing shareholders.

Insights

Corporate Governance Expert

TL;DR: Filing seeks shareholder backing for broad reverse-split latitude and re-elects long-tenured directors amid hefty equity compensation and ongoing losses.

Governance view: A majority-independent board, detailed committee structure and adoption of claw-back/anti-hedging policies align with best practices. However, board tenure (Michaels since 2013; Lipman since 2016) raises refreshment questions, and compensation escalation—especially a $6.7 million equity grant to the Executive Chairman—creates potential misalignment given a 2024 TSR index of 53 and $58.3 million net loss. Shareholders should scrutinise pay-for-performance justification and the equity pool’s dilutive capacity.

Reverse split: The 1:5–1:50 flexibility without reducing authorised shares increases future issuance capacity, which can be advantageous for financing but dilutive for existing holders. Transparent disclosure of post-split share count strategy would strengthen governance.

Equity Analyst

TL;DR: Reverse split may stabilise share price but, combined with unchanged authorised share count, signals probable future dilution amid persistent losses.

Financial lens: Net loss widened to $58.3 million in 2024; TSR trajectory indicates severe under-performance. Management’s sizeable stock-based awards (CEO 79% equity, Executive Chairman 95% equity) show confidence but materially increase share overhang. The proposed split could help meet exchange-listing thresholds, yet a high ceiling of 1:50 implies share price pressure persists.

Impact assessment: While auditor ratification is routine, the reverse-split proposal is impactful—approval would allow the board to dramatically alter share structure within 12 months. Investors should weigh potential liquidity benefits against dilution risk and monitor subsequent capital-raising actions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Netcapital Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

64113L202

(CUSIP Number)

07/02/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 64113L202

1

Names of Reporting Persons

Mitchell P. Kopin

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 287,877.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 287,877.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

287,877.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 64113L202

1

Names of Reporting Persons

Daniel B. Asher

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 287,877.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 287,877.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

287,877.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 64113L202

1

Names of Reporting Persons

Intracoastal Capital LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 287,877.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 287,877.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

287,877.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.1 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Netcapital Inc.
(b)	Address of issuer's principal executive offices: 1 Lincoln Street, Boston, Massachusetts 02111
Item 2.
(a)	Name of person filing: This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual ("Mr. Kopin"), (ii) Daniel B. Asher, an individual ("Mr. Asher") and (iii) Intracoastal Capital LLC, a Delaware limited liability company ("Intracoastal" and together with Mr. Kopin and Mr. Asher, collectively the "Reporting Persons").
(b)	Address or principal business office or, if none, residence: The principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. The principal business office of Mr. Asher is 1011 Lake Street, Suite 311, Oak Park, Illinois 60301.
(c)	Citizenship: Mr. Kopin is a citizen of the United States of America. Mr. Asher is a citizen of the United States of America. Intracoastal is a Delaware limited liability company.
(d)	Title of class of securities: Common stock, par value $0.001 per share
(e)	CUSIP No.: 64113L202
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: (i) Immediately following the execution of the Securities Purchase Agreement with the Issuer on July 2, 2025 (the "SPA") (as disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 7, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 337,444 shares of Common Stock, which consisted of (i) 287,877 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 49,567 shares of Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by the SPA ("Intracoastal Warrant 1"), and all such shares of Common Stock represent beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 3,040,380 shares of Common Stock outstanding as of July 2, 2025, as reported by the Issuer, plus (2) 287,877 shares of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (3) 49,567 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 238,310 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 9.99% of the Common Stock, (II) 71 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal ("Intracoastal Warrant 2") because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (III) 18,288 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal ("Intracoastal Warrant 3") because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (IV) 9,144 shares of Common Stock issuable upon exercise of a third warrant held by Intracoastal ("Intracoastal Warrant 4") because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (V) 17,497 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal ("Intracoastal Warrant 5") because Intracoastal Warrant 5 is not exercisable until September 5, 2025 (and Intracoastal Warrant 5 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock) and (VI) 17,497 shares of Common Stock issuable upon exercise of a fifth warrant held by Intracoastal ("Intracoastal Warrant 6") because Intracoastal Warrant 6 is not exercisable until September 5, 2025 (and Intracoastal Warrant 6 also contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 6 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock). Without such blocker provisions (and assuming Intracoastal Warrant 5 and Intracoastal Warrant 6 were exercisable within 60 days of July 2, 2025), each of the Reporting Persons may have been deemed to have beneficial ownership of 638,251 shares of Common Stock. (ii) As of the close of business on July 9, 2025, each of the Reporting Persons may have been deemed to have beneficial ownership of 287,877 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1, and all such shares of Common Stock represent beneficial ownership of approximately 7.1% of the Common Stock, based on (1) 3,040,380 shares of Common Stock outstanding as of July 2, 2025, as reported by the Issuer, plus (2) 714,286 shares of Common Stock issued at the closing of the transaction contemplated by the SPA and (3) 287,877 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 71 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (II) 18,288 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (III) 9,144 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant 4 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock, (IV) 17,497 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock and (V) 17,497 shares of Common Stock issuable upon exercise of Intracoastal Warrant 6 because Intracoastal Warrant 6 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 6 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder's affiliates, and any other persons acting as a group together with the holder or any of the holder's affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 350,374 shares of Common Stock.
(b)	Percent of class: 7.1%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 287,877
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 287,877
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Mitchell P. Kopin

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin
Date:	07/09/2025

Daniel B. Asher

Signature:	/s/ Daniel B. Asher
Name/Title:	Daniel B. Asher
Date:	07/09/2025

Intracoastal Capital LLC

Signature:	/s/ Mitchell P. Kopin
Name/Title:	Mitchell P. Kopin, Manager
Date:	07/09/2025

Exhibit Information

Exhibit 1 - Joint Filing Agreement

FAQ

What are Soluna Holdings' (SLNH) main proposals in the 2025 proxy statement?

Shareholders will vote on electing two Class II directors, approving a 1:5–1:50 reverse stock split, possible meeting adjournment, and ratifying UHY LLP as auditor.

Why is Soluna Holdings requesting authority for a reverse stock split?

The board seeks flexibility to implement a reverse split within one year to combine shares at ratios between 1-for-5 and 1-for-50 while keeping authorised shares unchanged.

How did Soluna Holdings perform financially in 2024?

The company reported a net loss of $58.3 million and its TSR index fell to 53, indicating significant under-performance.

What compensation did CEO John Belizaire receive in 2024?

Belizaire’s 2024 total compensation was $2.18 million, including $1.72 million in stock awards and a $450,000 salary.

When is the record date and how can shareholders vote?

Holders of common and Series B preferred shares as of 9 July 2025 may vote via Internet, telephone, mail, or live during the virtual meeting.

Will brokers be allowed to vote my shares without instructions?

Yes for “routine” items (reverse split, adjournment, auditor ratification); no for the director election, which is considered “non-routine.”