NCPL / Netcapital Inc. - SEC-Einreichungen, Jahresbericht, Proxy Statement

LETTER OF INTENT FOR THE PROPOSED ACQUISITION OF SUBSTANTIALLY ALL ASSETS AND BUSINESS OPERATIONS OF RESMAC, INC. Dated: May 30, 2026

Exhibit 10.1 LETTER OF INTENT FOR THE PROPOSED ACQUISITION OF SUBSTANTIALLY ALL ASSETS AND BUSINESS OPERATIONS OF RESMAC, INC. Dated: May 30, 2026 This Letter of Intent (this “Letter” or “LOI”) is entered into as of the date set forth above by and between the following parties: Acquirer: Netcapital Inc., a Utah corporation with its principal executive offices at 1 Lincoln Street, Boston, Massachus

Proposed transaction expected to establish new financial services subsidiary focused on residential mortgage origination, servicing and related financial services opportunities

Exhibit 99.1 Netcapital Signs Non-Binding LOI to Acquire Resmac Mortgage Banking Assets from RezyFi Proposed transaction expected to establish new financial services subsidiary focused on residential mortgage origination, servicing and related financial services opportunities BOSTON, June 4, 2026 — Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem,

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): May 31, 2026 NETCAPITAL INC. (Exa

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): May 31, 2026 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

STATE OF UTAH DIVISION OF CORPORATIONS AND COMMERCIAL CODE CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES SERIES A CONVERTIBLE PREFERRED STOCK OF NETCAPITAL INC. A Utah Corporation

Exhibit 3.1 STATE OF UTAH DIVISION OF CORPORATIONS AND COMMERCIAL CODE CERTIFICATE OF DESIGNATIONS, RIGHTS AND PREFERENCES OF SERIES A CONVERTIBLE PREFERRED STOCK OF NETCAPITAL INC. A Utah Corporation NETCAPITAL INC., a Utah corporation (the “Corporation”), organized and existing under and by virtue of the Utah Revised Business Corporation Act (the “URBCA”), DOES HEREBY CERTIFY that, pursuant to t

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): May 22, 2026 NETCAPITAL INC. (Exa

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): May 22, 2026 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

ASSET PURCHASE AGREEMENT

Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement, dated May 21, 2026 (the “Closing Date”), is made and entered into by and between Netcapital Inc., a Utah corporation, or its assignee (the “Buyer”), and Codesharp Corporation, a Canadian corporation (the “Seller”). The Buyer and the Seller may be referred to individually as a “Party” and collectively as the “Parties”. RECITALS WHE

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 12, 2026, by and between Netcapital Inc., a Utah corporation, with headquarters located at 1 Lincoln Street, Boston, MA 02111 (the “Company”), and LABRYS FUND II, L.P., a Delaware limited partnership, with its address at 145 Tremont Street, Suite 201-1408, Boston, MA 02111 (the “Buyer”)

COMMON STOCK PURCHASE WARRANT NETCAPITAL INC.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

PROMISSORY NOTE

Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T

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): May 12, 2026 NETCAPITAL INC. (Exa

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): May 12, 2026 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

THE ISSUE PRICE OF THIS NOTE IS $300,000.00 THE ORIGINAL ISSUE DISCOUNT IS $150,000.00

Exhibit 4.3 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

SECURITIES PURCHASE AGREEMENT

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 24, 2026, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”

THE ISSUE PRICE OF THIS NOTE IS $92,800.00 THE ORIGINAL ISSUE DISCOUNT IS $12,800.00

Exhibit 4.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

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): April 26, 2026 NETCAPITAL INC. (E

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): April 26, 2026 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 24, 2026, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”

THE ISSUE PRICE OF THIS NOTE IS $51,750.00 THE ORIGINAL ISSUE DISCOUNT IS $6,750.00

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

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): April 12, 2026 NETCAPITAL INC. (E

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): April 12, 2026 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Netcapital Appoints Todd Violette as Chief Executive Officer

Exhibit 99.1 Netcapital Appoints Todd Violette as Chief Executive Officer BOSTON, MA, Apr. 16, 2026 (GLOBE NEWSWIRE) — Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a publicly traded fintech company that gives companies access to capital markets infrastructure without institutional-scale fees, today announced that its Board of Directors has appointed Mr. Violette to lead the Company in or

EMPLOYMENT AGREEMENT

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of April 13, 2026 (the “Effective Date”), is entered into by and between NETCAPITAL INC., a Utah corporation (the “Corporation”), and Todd Violette, an individual having an address in Scottsdale AZ (the “Employee”). The Corporation and the Employee may be referred to individually as a “Party” and collectively a

Netcapital Inc. 118,750 Shares of Common Stock Up to 1,760,340 Shares of Common Stock Upon Exercise of Certain Common Stock Purchase Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-289711 PROSPECTUS Netcapital Inc. 118,750 Shares of Common Stock Up to 1,760,340 Shares of Common Stock Upon Exercise of Certain Common Stock Purchase Warrants This prospectus relates to the offer and resale of up to an aggregate of 1,879,090 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Netcapital Inc.

As filed with the U.S. Securities and Exchange Commission on March 24, 2026

As filed with the U.S. Securities and Exchange Commission on March 24, 2026 Registration No. 333-289711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2026 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2026 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c

CUSIP NUMBER

SEC FILE NUMBER 001-41443 CUSIP NUMBER 64113L202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

As filed with the U.S. Securities and Exchange Commission on February 24, 2026

As filed with the U.S. Securities and Exchange Commission on February 24, 2026 Registration No. 333-289711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation

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): February 4, 2026 NETCAPITAL INC.

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): February 4, 2026 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (

CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE

Exhibit 10.42 CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE This Confidential Settlement Agreement and Release (the “Settlement Agreement”) is entered into effective as of the date of the last signature set forth below (the “Effective Date”) by and between Netcapital, Inc. and Netcapital Systems LLC (collectively “NCPL”), on the one hand, and Templum Inc. and Templum Markets LLC (collectively, “Te

As filed with the U.S. Securities and Exchange Commission on February 2, 2026

As filed with the U.S. Securities and Exchange Commission on February 2, 2026 Registration No. 333-289711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation

As filed with the Securities and Exchange Commission on January 20, 2026

As filed with the Securities and Exchange Commission on January 20, 2026 Registration No.

Calculation of Filing Fee Tables Form S-8 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value p

Netcapital Acquires Iverson Design Assets and Proprietary AI Design Technology Suite

Exhibit 99.1 Netcapital Acquires Iverson Design Assets and Proprietary AI Design Technology Suite Accelerates Transformation into Tokenization and Digital Asset Platform BOSTON, MA – January 6, 2026 – Netcapital Inc. (NASDAQ: NCPL, NCPLW), a digital private capital markets ecosystem, today announced the acquisition of the assets of Iverson Design, LLC, a creative studio and developer of AI-powered

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): January 2, 2026 NETCAPITAL INC. (

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): January 2, 2026 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (I

EX-10.1

Exhibit 10.1

NETCAPITAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 Netcapital Reports Second Quarter Fiscal 2026 Financial Results and Provides Corporate Update ● Expands offering beyond traditional securities ● Enhanced platform to enable private companies to raise capital on-line utilizing cryptocurrency and blockchain financing ● Newly appointed CEO Rich Wheeless to host business update conference call tomorrow at 10:00 a.m. ET BOSTON, MA, Dec. 15

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): March 17, 2025 NETCAPITAL INC. (E

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): March 17, 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) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c

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): December 3, 2025 NETCAPITAL INC.

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): December 3, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah UT 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number

This CEO Separation, Severance, and Consulting Agreement (the “Agreement”) is entered into as of December 3, 2025 by and between Netcapital, Inc a Utah corporation (the “Company”), and Martin Kay (the “Executive”).

Exhibit 10.2 This CEO Separation, Severance, and Consulting Agreement (the “Agreement”) is entered into as of December 3, 2025 by and between Netcapital, Inc a Utah corporation (the “Company”), and Martin Kay (the “Executive”). 1. Resignation 1.1 Resignation from Positions. Effective December 3, 2025 (the “Resignation Date”), the Executive hereby resigns from the position of Chief Executive Office

EMPLOYMENT AGREEMENT

Exhibit 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 7, 2025 (the “Effective Date”), is entered into by and between NETCAPITAL INC., a Utah corporation (the “Corporation”), and Rich Wheeless, an individual having an address at 6647D St. Andrew’s Cross, Liberty Township, Ohio 45044 (the “Employee”). The Corporation and the Employee may be referred to i

NETCAPTIAL, INC. RESTRICTED STOCK Award NOTICE (2023 Omnibus Equity Incentive Plan)

Exhibit 10.1 NETCAPTIAL, INC. RESTRICTED STOCK Award NOTICE (2023 Omnibus Equity Incentive Plan) I am pleased to inform you that, in recognition of the role you play in the collective success of Netcapital, Inc., a Utah corporation (the “Company”), you have been granted a Restricted Stock award. This award is subject to the terms and conditions of the Netcapital, Inc. 2023 Omnibus Equity Incentive

As filed with the Securities and Exchange Commission on December 9, 2025

As filed with the Securities and Exchange Commission on December 9, 2025 Registration No.

Netcapital Inc. Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

Exhibit 99.2 Netcapital Inc. Announces Inducement Grant Under Nasdaq Listing Rule 5635(c)(4) BOSTON, MA – December 8, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, announced today the grant of an inducement restricted stock award of 1,000,000 shares of common stock (“Restricted Stock Award”) to a new employee under the Netcapital Inc. 20

Netcapital Inc. Announces Appointment of Rich Wheeless as CEO

Exhibit 99.1 Netcapital Inc. Announces Appointment of Rich Wheeless as CEO ● NCPL to Expand Beyond Traditional Securities into Crypto and Blockchain-Enabled Investments BOSTON, MA – December 8, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced the appointment of Rich Wheeless as CEO. Former CEO, Martin Kay, will remain as an

Calculation of Filing Fee Tables Form S-8 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value p

ASSET PURCHASE AGREEMENT

Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement, dated December 3, 2025, is by and among Netcapital, Inc., a Utah corporation, or its assignee (the “Buyer”) and Rivetz Corp., a Delaware corporation (the “Seller”). The Buyer and the Seller may be referred to individually as a “Party” and collectively as the “Parties”. RECITALS WHEREAS, the Seller is the owner and was formally en

NETCAPITAL INC., DATED AS OF ________, 20__ SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS

Exhibit 4.3 NETCAPITAL INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.1 Designation and Terms of Securities 4 Section 2.2 Form of Securities and Trustee’s Certificate 6 Sec

Calculation of Filing Fee Tables Netcapital Inc.

Exhibit 107 Calculation of Filing Fee Tables S-3 Netcapital Inc. Table 1: Newly Registered and Carry Forward Securities ☐ Not Applicable -1- Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Fo

NETCAPITAL INC., DATED AS OF _________, 20__ SENIOR DEBT SECURITIES TABLE OF CONTENTS

Exhibit 4.2 NETCAPITAL INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.1 Designation and Terms of Securities 4 Section 2.2 Form of Securities and Trustee’s Certificate 5 Section 2

As filed with the U.S. Securities and Exchange Commission on October 21, 2025

As filed with the U.S. Securities and Exchange Commission on October 21, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETCAPITAL INC. (Exact name of Registrant as specified in its charter) Utah 87-0409951 (State or other jurisdiction of (I.R.S. Employer incorporation or organizati

As filed with the U.S. Securities and Exchange Commission on October 2, 2025

As filed with the U.S. Securities and Exchange Commission on October 2, 2025 Registration No. 333-289711 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation o

Netcapital Announces First Quarter Fiscal 2026 Financial Results

Exhibit 99.1 Netcapital Announces First Quarter Fiscal 2026 Financial Results ● Management to Host Earnings Call on September 23, 2025 at 10 a.m. ET BOSTON, MA – September 22, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the first quarter of fiscal year 2026 ended July 31, 2025. “We are pleased to r

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its char

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): September 22, 2025 NETCAPITAL INC

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): September 22, 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)

SETTLEMENT AGREEMENT AND RELEASE

Exhibit 10.10 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this “Agreement”) is entered into effective as of September 16, 2025, by and between (a) Ivan Seidenberg (“Creditor”) and (b) Netcapital Inc.(“Netcapital”). Collectively, Creditor and Netcapital shall be referred to Creditor and Netcapital shall individually be referred to as a “Party” and collectively as, the “P

SETTLEMENT AGREEMENT AND RELEASE

Exhibit 10.9 SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (this “Agreement”) is entered into effective as of September 16, 2025, by and between (a) Daniel R. Hesse Revocable Trust dated October 12, 2006 (“Creditor”) and (b) Netcapital Inc.(“Netcapital”). Creditor and Netcapital shall individually be referred to as a “Party” and collectively as, the “Parties”. BACKGROUND W

CUSIP NUMBER

SEC FILE NUMBER 001-41443 CUSIP NUMBER 64113L202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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): September 11, 2025 NETCAPITAL INC

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): September 11, 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)

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 August 21, 2025

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 August 21, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Re: Netcapital Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-286555 Dear Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Netcapital Inc. (the “Registra

As filed with the U.S. Securities and Exchange Commission on August 19, 2025

As filed with the U.S. Securities and Exchange Commission on August 19, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation or organization) (Primary

Fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ց ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2025 ժ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41443 NETCAPITAL INC. (Exact name of

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): August 12, 2025 NETCAPITAL INC. (

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): August 12, 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) (I

NETCAPITAL INC. CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 Netcapital Announces Full Year Fiscal 2025 Financial Results - Updated ● Management to Host Earnings Call on August 13, 2025 at 9 a.m. ET BOSTON, MA – August 12, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the full fiscal year 2025 ended April 30, 2025. “In 2025, we made an important s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2025 ◻ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2025 ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41443 NETCAPITAL INC. (Exact name of

Second Amendment to 2023 Omnibus Equity Incentive Plan

Exhibit 10.36 SECOND AMENDMENT TO NETCAPITAL INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN This SECOND AMENDMENT TO NETCAPITAL INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the Netcapital Inc. 2023 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 30th day of July, 2025, by the Board of Directors (the “Board”) of Netcapital Inc., a Utah corporation (the “Company”), pursuant to

Insider Trading Policy

Exhibit 19.1 Insider Trading Policy Netcapital Inc. Effective as of July 25, 2025 1. Purpose of this Policy. In the course of performing your duties for Netcapital Inc., you may from time to time receive or become aware of material nonpublic information (“MNPI”) about the Company and its subsidiaries (the “Company”) or other companies that do business with the Company. This Insider Trading Policy

Description of capital stock

Exhibit 4.17 DESCRIPTION OF CAPITAL STOCK General Our articles of incorporation authorize the issuance of up to 900,000,000 shares of common stock, par value of $0.001 per share and 10,000,000 shares of preferred stock, par value $0.001 per shares. As of August 12, 2025, there were 4,720,056. shares of our common stock outstanding and no shares of our preferred stock outstanding. The following des

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

CUSIP NUMBER

SEC FILE NUMBER 001-41443 CUSIP NUMBER 64113L202 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

$3 million upfront with up to an additional $2.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants

Exhibit 99.1 Netcapital Announces Up To $5.9 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules $3 million upfront with up to an additional $2.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants Boston, July 16, 2025 – Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announ

Form of Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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 16, 2025 NETCAPITAL INC. (Ex

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 16, 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

Netcapital Announces Closing of Up To $5.9 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules $3 million upfront with up to an additional $2.9 million of potential aggregate gross proceeds upon the exercise in full of short-te

Exhibit 99.2 Netcapital Announces Closing of Up To $5.9 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules $3 million upfront with up to an additional $2.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants Boston, July 17, 2025 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, t

Form of Placement Agent Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

641,712 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 26, 2022) 641,712 Shares of Common Stock We are offering 641,712 shares of our common stock, $0.001 par value per share, pursuant to this prospectus supplement and the accompanying prospectus to several institutional investors. The purchase price of each share of common stock to the purc

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 16, 2025, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

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. (Exa

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

Form of Placement Agent Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Netcapital Announces Up To $9.9 Million Registered Direct Offering Priced At-The- Market Under Nasdaq Rules $5 million upfront with up to an additional $4.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrant

Exhibit 99.1 Netcapital Announces Up To $9.9 Million Registered Direct Offering Priced At-The- Market Under Nasdaq Rules $5 million upfront with up to an additional $4.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants Boston, July 3, 2025 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announ

Netcapital Announces Closing of Up To $9.9 Million Registered Direct Offering Priced At- The-Market Under Nasdaq Rules $5 million upfront with up to an additional $4.9 million of potential aggregate gross proceeds upon the exercise in full of short-t

Exhibit 99.2 Netcapital Announces Closing of Up To $9.9 Million Registered Direct Offering Priced At- The-Market Under Nasdaq Rules $5 million upfront with up to an additional $4.9 million of potential aggregate gross proceeds upon the exercise in full of short-term warrants Boston, July 7, 2025 - Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, t

Form of Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

714,286 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 26, 2022) 714,286 Shares of Common Stock We are offering 714,286 shares of our common stock, $0.001 par value per share, pursuant to this prospectus supplement and the accompanying prospectus to several institutional investors. The purchase price of each share of common stock to the purc

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 2, 2025, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in

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): June 26, 2025 NETCAPITAL INC. (Ex

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): June 26, 2025 NETCAPITAL INC. (Exact name of registrant as specified in charter) UtahUT 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (I

Horizon Software Agreement

Exhibit 10.1 HORIZON SOFTWARE AGREEMENT This HORIZON SOFTWARE AGREEMENT (the “Agreement”) is entered into on 26th day of June, 2025 (the “Effective Date”) between Horizon Globex GmbH, a company incorporated in Switzerland with its main office at Bleichistrasse 8, 6300 Zug, Switzerland (hereinafter referred to as “Company”) and Netcapital Inc., having its main office at One Lincoln Street, Boston,

H.C. Wainwright & Co. The date of this prospectus supplement is June 23, 2025

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 26, 2022) Up to $975,000 Common Stock Netcapital Inc. This prospectus supplement amends and supplements the information in the prospectus, dated October 26, 2022, filed as a part of our registration statement on Form S-3 (File No. 333-267921), as supplemented by our prospectus supplement

Other Events, Financial Statements and Exhibits

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): June 23, 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

Form of Advisory Agreement

Exhibit 10.5 ADVISORY BOARD AGREEMENT THIS ADVISORY BOARD AGREEMENT (the “Agreement”) is effective as of June 6, 2025 (the “Effective Date”) by and between Netcapital Inc., a Utah corporation (the “Company”), and (the “Advisor”). RECITALS A. Company desires to obtain the services of Advisor (the “Services”) to serve on the Company’s Board of Crypto Advisors (the “AB”), and the Advisor desires to s

Matt Morgan Joins Netcapital Crypto Advisory Board

Exhibit 99.2 Matt Morgan Joins Netcapital Crypto Advisory Board BOSTON, MA – June 12, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced that Matt Morgan has joined the Company’s newly established Crypto Advisory Board. A seasoned advisor to multiple blockchain ventures, Matt Morgan currently serves as an advisor to World Libe

Form of Stock Option Agreement Subject to Shareholder Approval

Exhibit 10.3 NETCAPITAL INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2023 Omnibus Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Netcapital Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purc

Form of Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT in connection with NETCAPITAL INC. Shares of Common Stock June 6, 2025 INSTRUCTIONS TO SUBSCRIPTION AGREEMENT NAME OF SUBSCRIBER: SECURITIES OFFERED: Shares of Common Stock at a price of $4.00 per share. IMPORTANT INSTRUCTIONS FOR COMPLETION: 1. COMPLETE YOUR NAME ABOVE; and 2. PROVIDE THE NUMBER OF SHARES TO BE PURCHASED AND ALL INFORMATION REQUESTED ON PAGES 9

First Amendment to 2023 Omnibus Equity Incentive Plan

Exhibit 10.4 FIRST AMENDMENT TO NETCAPITAL INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN This FIRST AMENDMENT TO NETCAPITAL INC. 2023 OMNIBUS EQUITY INCENTIVE PLAN (this “Amendment”) of the Netcapital Inc. 2023 Omnibus Equity Incentive Plan (the “Plan”) is made as of the 6th day of June, 2025, by the Board of Directors (the “Board”) of Netcapital Inc., a Utah corporation (the “Company”), pursuant to Sec

Form of Stock Option Agreement (2023 Omnibus Equity Incentive Plan)

Exhibit 10.2 NETCAPITAL INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2023 Omnibus Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Netcapital Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purc

Netcapital Announces Formation of Game Advisory Board

Exhibit 99.1 Netcapital Announces Formation of Game Advisory Board BOSTON, MA – June 12, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced the formation of its Game Advisory Board to support strategic growth initiatives and deepen engagement with the online game community. The Game Advisory Board brings together a select grou

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

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): June 6, 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

LETTER

May 15, 2025 Coreen Kraysler Chief Financial Officer Netcapital Inc. 1 Lincoln Street Boston, MA 02111 Re: Netcapital Inc. Form 10-K for Fiscal Year Ended April 30, 2023 Form 10-K for Fiscal Year Ended April 30, 2024 File No. 001-41443 Dear Coreen Kraysler: We have completed our review of your filings. We remind you that the company and its management are responsible for the accuracy and adequacy

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 May 9, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Bonnie Baynes Rolf Sundwall David Gessert Sandra Hunter Berkheimer Re: Netcapital Inc. Form 10-K for the fiscal year ended April 30, 2023 File No. 001-41443 Dear Ladies and Gentlemen: We acknowledge receipt of your letter dated A

Convertible Promissory Note dated April 29, 2025, in the principal amount of $64,960

Exhibit 4.2 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

Convertible Promissory Note dated April 29, 2025, in the principal amount of $61,360

Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

Material Impairments

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): April 30, 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) (IR

Form of Promissory Note (non-convertible)

Exhibit 4.3 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN O

Securities Purchase Agreement dated April 29, 2025 in the amount of $61,360

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2025, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): April 29, 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) (IR

Securities Purchase Agreement dated April 29, 2025 in the amount of $64,960

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 29, 2025, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

Security Agreement dated June 17, 2020 between ValueSetters Inc. and the U.S. Small Business Administration.

Exhibit 10.24 U.S. Small Business Administration SECURITY AGREEMENT SBA Loan#: 7211697908 Borrower: Valuesetters Inc. Secured Party: The Small Business Administration, an Agency of the U.S. Government Date: 06.17.2020 Note Amount: $500,000.00 1. DEFINITIONS. Unless otherwise specified, all terms used in this Agreement will have the meanings ascribed to them under the Official Text of the Uniform C

As filed with the U.S. Securities and Exchange Commission on April 15, 2025

As filed with the U.S. Securities and Exchange Commission on April 15, 2025 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation or organization) (Primary S

Paycheck Protection Note in the amount of $1,885,000 dated January 31, 2021 issued by ValueSetters inc. to Citizens Bank, N.A.

Exhibit 10.25 Paycheck Protection Note VIRGINIA BORROWERS: THIS INSTRUMENT CONTAINS A CONFESSION OF JUDGMENT PROVISION WHICH CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE AS A DEBTOR AND ALLOWS THE CREDITOR TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT FURTHER NOTICE. SBA Loan # 6627858304 SBA Loan Name VALUESETTERS INC. Date 1/31/2021 Loan Amount $1,885,800.00 Fixed Interest Rate 1.0% Borrower

Note dated June 17, 2020 in the amount of $500,000 issued by ValueSetters Inc. to the U.S. Small Business Administration.

Exhibit 10.23 U.S. Small Business Administration NOTE (SECURED DISASTER LOANS) Date: 06.17.2020 Loan Amount: $500,000.00 Annual Interest Rate: 3.75% SBA Loan# 7211697908 Application #3301561063 1. PROMISE TO PAY: In return for a loan, Borrower promises to pay to the order of SBA the amount of five hundred thousand and 00/100 Dollars ($500,000.00), interest on the unpaid principal balance, and all

Loan Authorization and Agreement dated June 17, 2020 between ValueSetters Inc. and the U.S. Small Business Administration.

Exhibit 10.22 U.S. Small Business Administration Economic Injury Disaster Loan LOAN AUTHORIZATION AND AGREEMENT Date: 06.17.2020 (Effective Date) On the above date, this Administration (SBA) authorized (under Section 7(b) of the Small Business Act, as amended) a Loan (SBA Loan #7211697908) to Valuesetters Inc. (Borrower) of 745 Atlantic Ave. Boston Massachusetts 02111 in the amount of five hundred

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 April 10, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Bonnie Baynes Rolf Sundwall David Gessert Sandra Hunter Berkheimer Re: Netcapital Inc. Form 10-K for the fiscal year ended April 30, 2023 File No. 001-41443 Dear Ladies and Gentlemen: We acknowledge receipt of your letter date

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): March 26, 2025 NETCAPITAL INC. (E

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): March 26, 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) (IR

Promissory Note dated March 26, 2025

Exhibit 10.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN

Securities Purchase Agreement dated March 26, 2025

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 26, 2025, by and between NETCAPITAL INC., a Utah corporation, with its address at 1 Lincoln Street, Boston, Massachusetts 02111 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314

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): March 25, 2025 NETCAPITAL INC. (E

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): March 25, 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) (IR

Amendment to Articles of Incorporation filed with the Utah Secretary of State on March 25, 2025, incorporated by reference to Exhibit 3.1 to our Form 8-K dated March 25, 2025 and filed with the SEC on March 28, 2025

Exhibit 3.1 State of Utah DEPARTMENT OF COMMERCE Division of Corporations & Commercial Code Articles of Amendment to Articles of Incorporation (Profit) Entity Number: 866715-0142 Non-Refundable Processing Fee: $37.00 Pursuant to UCA § 16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, an

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): March 17, 2025 NETCAPITAL INC. (E

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): March 17, 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) (IR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2025 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2025 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c

NETCAPITAL INC. CONDENSED CONSOLIDATED BALANCE SHEETS

Exhibit 99.1 Netcapital Announces Third Quarter Fiscal 2025 Financial Results ● Management to Host Earnings Call on March 19, 2025 at 10:00 a.m. ET BOSTON, MA – March 17, 2025 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the third quarter of fiscal year 2025 ended January 31, 2025. “During the fiscal yea

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): March 5, 2025 NETCAPITAL INC. (Ex

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): March 5, 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

Form of New Series A-7 Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 5, 2025 and filed with the SEC on March 10, 2025

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Inducement Letter

Exhibit 10.1 NETCAPITAL INC. March 5, 2025 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Netcapital Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock

Form of New Series A-8 Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 5, 2025 and filed with the SEC on March 10, 2025

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Netcapital Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedul

LETTER

February 11, 2025 Coreen Kraysler Chief Financial Officer Netcapital Inc. 1 Lincoln Street Boston, MA 02111 Re: Netcapital Inc. Form 10-K for Fiscal Year Ended April 30, 2024 Response dated January 23, 2025 File No. 001-41443 Dear Coreen Kraysler: We have reviewed your January 23, 2025 response to our comment letter and have the following comments. Please respond to this letter within ten business

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 January 23, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Bonnie Baynes Rolf Sundwall David Gessert Sandra Hunter Berkheimer Re: Netcapital Inc. Form 10-K for the fiscal year ended April 30, 2023 File No. 001-41443 Dear Ladies and Gentlemen: We acknowledge receipt of your letter da

Form of New Series A-5 Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): January 9, 2025 NETCAPITAL INC. (

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): January 9, 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) (I

Form of New Series A-6 Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Placement Agent Warrant

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Netcapital Announces Exercise of Warrants

Exhibit 99.1 Netcapital Announces Exercise of Warrants Boston, January 10, 2025 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announced the entry into definitive agreements for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 270,861 shares of common stock of the Company originally issued in Decem

Form of Inducement Letter

Exhibit 10.1 Netcapital Inc. January 9, 2025 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Netcapital Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Sto

Netcapital Inc. Up to 865,264 Shares of Upon Exercise of Certain Common Stock Purchase Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-282590 PROSPECTUS Netcapital Inc. Up to 865,264 Shares of Upon Exercise of Certain Common Stock Purchase Warrants This prospectus relates to the offer and resale by certain selling shareholders named herein (each, a “Selling Shareholder: and collectively, the “Selling Shareholders” of up to an aggregate of 865,264 shares (the “Shares”) of commo

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 18, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Susan Block John Stickel Re: Netcapital Inc. Registration Statement on Form S-1 File No. 333-282590 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c

Netcapital Announces Second Quarter Fiscal 2025 Financial Results

Exhibit 99.1 Netcapital Announces Second Quarter Fiscal 2025 Financial Results ● Management to Host Earnings Call on December 17, 2024 at 10:00 a.m. ET BOSTON, MA – December 16, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the second quarter of fiscal year 2025 ended October 31, 2024. “During the qu

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): December 16, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number)

Regulation FD Disclosure

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): December 12, 2024 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File No.)

EX-99.1

Exhibit 99.1

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 6, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: John Stickel Susan Block Re: Netcapital Inc. Registration Statement on Form S-1 Filed October 10, 2024 File No. 333-282590 Dear Ladies and Gentlemen: On behalf of Netcapital Inc., a Utah corporation, (the “Company”), we resp

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

As filed with the U.S. Securities and Exchange Commission on December 6, 2024

As filed with the U.S. Securities and Exchange Commission on December 6, 2024 Registration No. 333-282590 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation

Other Events, Financial Statements and Exhibits

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): November 22, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number)

Netcapital Secures FINRA Approval for Broker-Dealer License

Exhibit 99.1 Netcapital Secures FINRA Approval for Broker-Dealer License BOSTON, MA – November 26, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced that its wholly-owned subsidiary, Netcapital Securities Inc. (“NSI”), has received approval from the Financial Industry Regulatory Authority (“FINRA”) to become a FINRA-member br

LETTER

November 21, 2024 Coreen Kraysler Chief Financial Officer Netcapital Inc. 1 Lincoln Street Boston, MA 02111 Re: Netcapital Inc. Form 10-K for Fiscal Year Ended April 30, 2023 Response dated October 31, 2024 File No. 001-41443 Dear Coreen Kraysler: We have reviewed your October 31, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Netcapital Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedul

NCPL / Netcapital Inc. / Lind Global Fund II LP Passive Investment

SC 13G/A 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Netcapital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 64113L202 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box t

NCPL / Netcapital Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G/A 1 armistice-ncpl093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Netcapital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 64113L202 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the a

LETTER

November 1, 2024 Martin Kay Chief Executive Officer Netcapital Inc. 1 Lincoln Street Boston, MA 02111 Re: Netcapital Inc. Registration Statement on Form S-1 Filed October 10, 2024 File No. 333-282590 Dear Martin Kay: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing

LETTER

October 11, 2024 Coreen Kraysler Chief Financial Officer Netcapital Inc. 1 Lincoln Street Boston, MA 02111 Re: Netcapital Inc. Form 10-K for Fiscal Year Ended April 30, 2023 Response dated April 12, 2024 File No. 001-41443 Dear Coreen Kraysler: We have reviewed your April 12, 2024 response to our comment letter and have the following comments. Please respond to this letter within ten business days

Filing fee table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equit

As filed with the U.S. Securities and Exchange Commission on October 10, 2024

As filed with the U.S. Securities and Exchange Commission on October 10, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Netcapital Inc. (Exact name of registrant as specified in its charter) Utah 6199 87-0409951 (State or other jurisdiction of incorporation or organization) (Primary

NCPL / Netcapital Inc. / BARD ASSOCIATES INC - NCPL 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NetCapital, Inc. (Name of Issuer) Common Stock and Warrants (Title of Class of Securities) 64113L103 (CUSIP Number) September 25, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whi

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): September 25, 2024 NETCAPITAL INC

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): September 25, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number)

Netcapital Announces First Quarter Fiscal 2025 Financial Results

Exhibit 99.1 Netcapital Announces First Quarter Fiscal 2025 Financial Results ● Management to Host Earnings Call on September 17, 2024 at 11:00 a.m. ET BOSTON, MA – September 16, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced financial results for the first quarter of fiscal year 2025 ended July 31, 2024. “This was a chall

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): September 16, 2024 NETCAPITAL INC

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): September 16, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its char

At-the-Market Offering Agreement dated August 23, 2024 between the Registrant and H.C. Wainwright and Co., LLC, incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated August 23, 2024.

Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT August 23, 2024 H.C. Wainwright & Co., LLC 430 Park Avenue New York, New York 10022 Ladies and Gentlemen: Netcapital Inc., a corporation organized under the laws of Utah (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that follow, when used in this Agreement

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): August 23, 2024 NETCAPITAL INC. (

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): August 23, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (I

H.C. Wainwright & Co. The date of this prospectus supplement is August 23, 2024 TABLE OF CONTENTS Prospectus Supplement

Filed Pursuant to Rule 424(b)(5) Registration No. 333-267921 PROSPECTUS SUPPLEMENT (To Prospectus Dated October 26, 2022) Up to $2,100,000 Common Stock Netcapital Inc. We have entered into an At The Market Offering Agreement (the “Offering Agreement”) with H.C. Wainwright & Co., LLC (the “Sales Agent” or “Wainwright”), relating to the sale of our common stock, par value $0.001 per share, offered b

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): August 19, 2024 NETCAPITAL INC. (

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): August 19, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

NCPL / Netcapital Inc. / Resurgent Realty, Inc. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) Resurgent Realty, Inc. c/o Jon S. Wheeler 2101 Parks Avenue Suite 403 Virginia Beach, VA 23451 (Name, Address and Telephone Number of Person Au

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

ARS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2024 ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41443 NETCAPITAL INC. (Exact name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Other Events, Financial Statements and Exhibits

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 29, 2024 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

Amendment to Articles of Incorporation filed on July 29, 2024, incorporated by reference to Exhibit 3.1 to our Form 8-K dated July 29, 2024.

Exhibit 3.1 State of Utah DEPARTMENT OF COMMERCE Division of Corporations & Commercial Code Articles of Amendment to Articles of Incorporation (Profit) Entity Number: 866715-0142 Non-Refundable Processing Fee: $37.00 Pursuant to UCA § 16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, an

Netcapital Announces 1-for-70 Reverse Stock Split

Exhibit 99.1 Netcapital Announces 1-for-70 Reverse Stock Split BOSTON, MA – July 30, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced today announced that the Company’s board of directors (the “Board”) approved a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “C

Netcapital Announces Full Year Fiscal 2024 Financial Results

Exhibit 99.1 Netcapital Announces Full Year Fiscal 2024 Financial Results ● Management to Host Earnings Call on July 30, 2024 at 11 a.m. ET BOSTON, MA – July 29, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced select financial results for the full fiscal year 2024 ended April 30, 2024. “We saw significant growth in key area

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 29, 2024 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

Subsidiaries, incorporated by reference to Exhibit 21. 1 of our Annual Report on Form 10-K for the year ended April 30, 2024 and filed on July 29, 2024.

Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Annual Report, Netcapital, Inc. has the following subsidiaries: 1. Netcapital Advisors, Inc., a Delaware corporation; 2. MSG Development Corp., an Arizona corporation; 3. Netcapital Systems, LLC, a Utah limited liability company; 4. Netcapital Securities Inc, a Delaware corporation 5. Netcapital Funding Portal Inc., a Delaware corporation (a

Clawback Policy

EXHIBIT 97.1 NETCAPITAL INC. CLAWBACK POLICY I. Purpose and Scope The Board of Directors (the “Board”) of Netcapital Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore ado

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2024 ◻ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2024 ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41443 NETCAPITAL INC. (Exact name of

Exhibit 4.16

Exhibit 4.16 DESCRIPTION OF CAPITAL STOCK General Our articles of incorporation authorize the issuance of up to 900,000,000 shares of common stock, par value of $0.001 per share. As of July 29, 2024, there were 40,540,680 shares of our common stock outstanding. The following description is only a summary. You should also refer to our articles of incorporation and bylaws, both of which incorporated

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 23, 2024 NETCAPITAL INC. (Ex

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 23, 2024 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

NCPL / Netcapital Inc. / Resurgent Realty, Inc. - SCHEDULE 13G Passive Investment

SC 13G 1 ea0209595-13gresurgentnet.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2 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) 64113L103 (CUSIP Number) July 17, 2024 (Date of Event Which Requires Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): May 24, 2024 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

Form of New Series A-4 Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated May 24, 2024.

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated May 24, 2024.

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Netcapital Announces Exercise of Warrants for $2.2 Million Gross Proceeds

Exhibit 99.1 Netcapital Announces Exercise of Warrants for $2.2 Million Gross Proceeds Boston, May 24, 2024 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announced the entry into definitive agreements for the immediate exercise of certain outstanding Series A-2 warrants to purchase up to an aggregate of 14,320,000 shares of common stock

Form of Inducement Letter dated May 24, 2024, incorporated by reference to our Current Report on Form 8-K dated May 24, 2024.

Exhibit 10.1 Netcapital Inc. May 24, 2024 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Netcapital Inc. (the “Company”) is pleased to offer to you (“Holder”, “you” or similar terminology) (i) the opportunity to receive new warrants to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”

Form of New Series A-3 Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 24, 2024.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Other Events, Financial Statements and Exhibits

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): May 24, 2024 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

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): May 24, 2024 NETCAPITAL INC. (Exa

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): May 24, 2024 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

4,800,000 Shares of Common Stock 16,000,000 Series A-1 Warrants to Purchase Shares of Common Stock 16,000,000 Series A-2 Warrants to Purchase Shares of Common Stock 11,200,000 Pre-Funded Warrants to Purchase Shares of Common Stock Placement Agent War

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275210 Prospectus Supplement No. 1 (To prospectus dated December 21, 2023) 4,800,000 Shares of Common Stock 16,000,000 Series A-1 Warrants to Purchase Shares of Common Stock 16,000,000 Series A-2 Warrants to Purchase Shares of Common Stock 11,200,000 Pre-Funded Warrants to Purchase Shares of Common Stock Placement Agent Warrants to Purchase up

Press Release dated May 24, 2024.

Exhibit 99.1 Netcapital Announces Intention to Complete a Reverse Stock Split at Special Stockholder Meeting Boston, May 24, 2024 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, intends to file a proxy statement with the Securities and Exchange Commission on or about May 28, 2024 in connection with a special meeting of stockholders to be held o

Netcapital Announces Intention to Complete a Reverse Stock Split at Special Stockholder Meeting

Exhibit 99.1 Netcapital Announces Intention to Complete a Reverse Stock Split at Special Stockholder Meeting Boston, May 24, 2024 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, intends to file a proxy statement with the Securities and Exchange Commission on or about May 28, 2024 in connection with a special meeting of stockholders to be held o

Form of Option Award Agreement under the Netcapital 2023 Omnibus Equity Incentive Plan.

Exhibit 10.1 NETCAPITAL INC. STOCK OPTION GRANT NOTICE AND OPTION AGREEMENT (2023 Omnibus Equity Incentive Plan) As a key leader in our business, you are in a position to have significant influence on the performance and success of Netcapital Inc. (the “Company”). I am pleased to inform you that, in recognition of the role you play in our collective success, you have been granted an option to purc

Form of Restricted Stock Unit Award Agreement under the Netcapital 2023 Omnibus Equity Incentive Plan.

Exhibit 10.2 NETCAPITAL INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE (2023 Equity Incentive Plan) I am pleased to inform you that, you have been granted a Restricted Stock Unit Award. This award is subject to the terms and conditions of the Netcapital Inc. 2023 Equity Incentive Plan, this Grant Notice, and the following Restricted Stock Unit Agreement. The details of this award are indicated belo

As filed with the Securities and Exchange Commission on May 7, 2024

As filed with the Securities and Exchange Commission on May 7, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Netcapital Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.001 par value p

Form of Restricted Stock Award Agreement under the Netcapital 2023 Omnibus Equity Incentive Plan.

Exhibit 10.3 NETCAPTIAL, INC. RESTRICTED STOCK Award NOTICE (2023 Omnibus Equity Incentive Plan) I am pleased to inform you that, in recognition of the role you play in the collective success of Netcapital, Inc., a Utah corporation (the “Company”), you have been granted a Restricted Stock award. This award is subject to the terms and conditions of the Netcapital, Inc. 2023 Omnibus Equity Incentive

Stock Purchase Agreement dated April 24, 2024 between Netcapital Inc. and Paul Riss incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated April 24, 2024.

Exhibit 10.2 NETCAPITAL INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is made as of April 24, 2024, but is only effective as of the date of acceptance of the “Purchaser Signature Page” by and between Netcapital Inc., a Utah corporation (the “Company”) and Paul Riss (the “Purchaser”). R E C I T A L S A. The Company owes Purchaser, who is also a director of our wholly-own

Stock Purchase Agreement dated April 24, 2024 between Netcapital Inc. and Steven Geary, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated April 24, 2024

Exhibit 10.1 NETCAPITAL INC. STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (“Agreement”) is made as of April 24, 2024, but is only effective as of the date of acceptance of the “Purchaser Signature Page” by and between Netcapital Inc., a Utah corporation (the “Company”) and Steven Geary (the “Purchaser”). R E C I T A L S A. The Company owes Purchaser, who is also a director of the Company

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): April 24, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 April 12, 2024 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Bonnie Baynes Rolf Sundwall Eric Envall Sandra Hunter Berkheimer Re: Netcapital Inc. Form 10-K for the fiscal year ended April 30, 2023 File No. 001-41443 Dear Ladies and Gentlemen: This letter sets forth responses on behalf o

LETTER

United States securities and exchange commission logo March 29, 2024 Coreen Kraysler Chief Financial Officer Netcapital Inc.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 18, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number) (IR

Netcapital Announces Third Quarter Fiscal 2024 Financial Results

Exhibit 99.1 Netcapital Announces Third Quarter Fiscal 2024 Financial Results ● Management to Host Earnings Call on March 19, 2024 at 10:00 a.m. ET BOSTON, MA – March 18, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced select financial results for the third quarter of fiscal year 2024 ended January 31, 2024. “Despite the ch

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: January 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41443 NETCAPITAL

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): February 29, 2024 NETCAPITAL INC.

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): February 29, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number)

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): February 23, 2024 NETCAPITAL INC.

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): February 23, 2024 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number)

NCPL / Netcapital Inc. / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.001 per share, of Netcapital Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. January 4, 2024 LIND GLOBAL FUND II LP By: Lind Glo

NCPL / Netcapital Inc. / Lind Global Fund II LP Passive Investment

SC 13G 1 sch13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Netcapital Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 64113L103 (CUSIP Number) December 27, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

NCPL / Netcapital Inc. / BARD ASSOCIATES INC - NETCAPITAL 13G Passive Investment

SC 13G 1 r13g123123ncpl.txt NETCAPITAL 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NetCapital (Name of Issuer) Common Stock (Title of Class of Securities) 64113L103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Netcapital Announces Closing of $4 Million Public Offering

Exhibit 99.2 Netcapital Announces Closing of $4 Million Public Offering Boston, December 27, 2023 — Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announced the closing of its previously announced public offering of 16,000,000 shares of common stock (or pre-funded warrants in lieu thereof), together with series A-1 warrants (“Series A-1 Wa

Netcapital Announces Pricing of $4 Million Public Offering

Exhibit 99.1 Netcapital Announces Pricing of $4 Million Public Offering Boston, December 21, 2023 -Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, today announced the pricing of a public offering of 16,000,000 shares of common stock (or pre-funded warrants in lieu thereof), together with series A-1 warrants (“Series A-1 Warrants”) to purchase up

Form of Series A-2 Common Warrant incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated December 27, 2023.

Exhibit 4.3 SERIES A-2 COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: December , 2023 THIS SERIES A-2 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approv

Form of Placement Agent’s Warrant incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated December 27, 2023.

Exhibit 4.4 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Appro

Form of Pre-Funded Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated December 27, 2023.

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Netcapital Inc. Warrant Shares: Initial Exercise Date: December , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date se

Form of Series A-1 Common Warrant incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated December 27, 2023.

Exhibit 4.2 SERIES A-1 COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: December , 2023 THIS SERIES A-1 COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Shareholder Approv

Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 27, 2023.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 21, 2023, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fort

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): December 21, 2023 NETCAPITAL INC.

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): December 21, 2023 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number)

4,800,000 Shares of Common Stock 16,000,000 Series A-1 Warrants to Purchase Shares of Common Stock 16,000,000 Series A-2 Warrants to Purchase Shares of Common Stock 11,200,000 Pre-Funded Warrants to Purchase Shares of Common Stock Placement Agent War

Filed Pursuant to Rule 424(b)(4) Registration No. 333-275210 PROSPECTUS 4,800,000 Shares of Common Stock 16,000,000 Series A-1 Warrants to Purchase Shares of Common Stock 16,000,000 Series A-2 Warrants to Purchase Shares of Common Stock 11,200,000 Pre-Funded Warrants to Purchase Shares of Common Stock Placement Agent Warrants to Purchase up to 1,200,000 Shares of Common Stock Up to 44,400,000 Shar

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 19, 2023

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 19, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Christian Windsor Madeline Joy Mateo Re: Netcapital Inc. Registration Statement on Form S-1 File No. 333-275210 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of

Form of Placement Agent’s Warrant

Exhibit 4.12 PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: , 2023 THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the [Shareholder App

Form of Common Stock Purchase Warrant.

Exhibit 4.10 EXHIBIT A-2 SERIES [A-1] [A-2] COMMON STOCK PURCHASE WARRANT NETCAPITAL INC. Warrant Shares: Issue Date: , 2023 THIS SERIES [A-1] [A-2] COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after th

As filed with the Securities and Exchange Commission on December 15, 2023

As filed with the Securities and Exchange Commission on December 15, 2023 Registration Statement No.

Fee table.

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NETCAPITAL INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of each Class of Securities To be Registered Amount to be registered (1) Proposed maximum Offering price per share (2) (3)(4) Proposed maximum aggregate Offering price (1)(2) Amount of registration fee (3) C

Form of Pre-Funded Warrant.

EXHIBIT 4.11 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Netcapital Inc. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth

Form of Securities Purchase Agreement.

Exhibit 10.14 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of , 2023, between Netcapital Inc., a Utah corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in this

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 December 15, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Madeline Mateo Christian Windsor Re: Netcapital Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed November 30, 2023 File No. 333-275210 Dear Ladies and Gentlemen: This letter sets forth responses on behalf of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 31, 2023 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its c

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): December 14, 2023 NETCAPITAL INC.

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): December 14, 2023 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number)

Netcapital Funding Portal Revenues Increase by More Than 150% Total Revenues Increase by 15% Management to Host Earnings Call on December 15, 2023, at 10:00 a.m. ET

Exhibit 99.1 Netcapital Funding Portal Revenues Increase by More Than 150% Total Revenues Increase by 15% Management to Host Earnings Call on December 15, 2023, at 10:00 a.m. ET BOSTON, MA – December 14, 2023 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced select financial results for the second quarter of fiscal year 2024 ended

LETTER

United States securities and exchange commission logo December 12, 2023 Martin Kay Chief Executive Officer Netcapital Inc.

As filed with the Securities and Exchange Commission on November 30, 2023

As filed with the Securities and Exchange Commission on November 30, 2023 Registration Statement No.

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 November 30, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Madeline Mateo Christian Windsor Re: Netcapital Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 15, 2023 File No. 333-275210 Dear Ladies and Gentlemen: This letter sets forth responses on behalf of

LETTER

United States securities and exchange commission logo November 27, 2023 Martin Kay Chief Executive Officer Netcapital Inc.

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 November 21, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Attention: Madeline Mateo Christian Windsor Re: Netcapital Inc. Amendment No. 2 to Registration Statement on Form S-1 Filed September 11, 2023 File No. 333-273158 (Withdrawn on October 24, 2023) Amendment No. 1 to Registration Stateme

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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): November 21, 2023 NETCAPITAL INC. (Exact name of registrant as specified in charter) Utah 001-41443 87-0409951 (State or other jurisdiction of incorporation) (Commission File Number)

Fee table.

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NETCAPITAL INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of each Class of Securities To be Registered Amount to be registered (1) Proposed maximum Offering price per share (2) (3)(4) Proposed maximum aggregate Offering price (1)(2) Amount of registration fee (3) C

As filed with the Securities and Exchange Commission on November 15, 2023

As filed with the Securities and Exchange Commission on November 15, 2023 Registration Statement No.

Subsidiaries of Netcapital Inc.

Exhibit 21.1 LIST OF SUBSIDIARIES As of the date of this Registration Statement on Form S-1, Netcapital, Inc. has the following subsidiaries: Subsidiary Jurisdiction 1. Netcapital Advisors, Inc. Delaware 2. MSG Development Corp. Arizona 3. Netcapital Systems LLC Utah 4. Netcapital Funding Portal Inc. Delaware (a wholly owned subsidiary of Netcapital Systems LLC, a Utah limited liability company)

As filed with the Securities and Exchange Commission on October 27, 2023

As filed with the Securities and Exchange Commission on October 27, 2023 Registration Statement No.

Fee table.

EXHIBIT 107 Calculation of Filing Fee Tables S-1 (Form Type) NETCAPITAL INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Title of each Class of Securities To be Registered Amount to be registered (1) Proposed maximum Offering price per share (2) (3)(4) Proposed maximum aggregate Offering price (1)(2) Amount of registraton fee (3) Co

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 October 24, 2023

NETCAPITAL INC. 1 Lincoln Street Boston, MA 02111 October 24, 2023 VIA EDGAR United States Securities and Exchange Commission 100 F. Street, NE Washington, DC 20549 Re: Netcapital Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-273158 Dear Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Netcapital Inc. (the “Registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin