Netcapital Inc.

Netcapital Inc. (NCPL) operates a fintech platform enabling private companies to raise capital online from accredited and non-accredited investors through its funding portal at www.netcapital.com, utilizing Regulation Crowdfunding (Reg CF) and Regulation A (Reg A) offerings via subsidiary Netcapital Securities, Inc., a FINRA-member broker-dealer. Netcapital Advisors provides marketing and strategic advice. The company generates fees including $5,000 listing fees, 4.9% portal fees on capital raised, and 1% equity success fees from issuers. For fiscal year ended April 30, 2025, revenues were $869,460 with gross profit $829,116, down from $4.95 million revenues and $4.84 million gross profit in FY2024, primarily due to ceasing equity-for-services consulting. Net losses were $28.3 million in FY2025 versus $5.0 million in FY2024, driven by $19.9 million in portfolio impairments; cash stood at $409,319 as of February 28, 2026. This S-1/A registers resale of 1,879,090 common shares by selling shareholders: 118,750 June 2025 private placement shares and up to 1,760,340 warrant shares from January, March, and July 2025 inducements and offerings. No proceeds to Netcapital from resales; potential $9.21 million from cash warrant exercises for working capital and sales/marketing. Shares outstanding: 7,847,899 as of March 24, 2026. The registration facilitates liquidity for selling shareholders amid Nasdaq bid price noncompliance notice on February 4, 2026 (below $1.00 for 30 days), with 180-day cure period to August 3, 2026. Investment thesis centers on platform scalability, tokenized securities expansion, and Reg A/D growth via broker-dealer, despite losses, impairments, and regulatory risks including SEC Wells notices on March 4, 2026.

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