SEC 8-K filings with transcript text
Dec 15, 2025
2 ex99-1.htm
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
MA, Dec. 15, 2025 (GLOBE NEWSWIRE) — Netcapital Inc. (Nasdaq: NCPL, NCPLW, Netcapital) (the “Company”), a digital private capital markets ecosystem, today announced financial results and provided corporate highlights for the second quarter of fiscal 2026 ended October 31, 2025. In addition, management plans to host a business update conference call tomorrow, December 16, 2025, at 10:00 a.m. ET.
“Our platform serves the fundamental need for emerging private companies to quickly and easily access capital to fund their business plans,” said Rich Wheeless, Netcapital’s Chief Executive Officer. “We plan to offer cryptocurrency and blockchain financing in addition to traditional securities, which we believe will attract new clients seeking alternative funding sources as well as expand the base of investors to include those seeking to invest their crypto holdings.”
“Our recent strategic asset acquisition of Rivetz solidifies our ability to participate in the long-term growth of compliant blockchain-based digital assets, which we expect to drive a more diversified revenue stream going forward. Given the size and anticipated expansion of the tokenized asset market, we are excited about the future growth potential for Netcapital and believe that we are well positioned to execute on our plan. In summary, we are focused on becoming a leader in emerging retail opportunities for tokenized commodities, helping our client companies succeed, while creating significant value for Netcapital shareholders,” added Wheeless.
Second Quarter Fiscal 2026 Financial Highlights:
●Total revenues were $51,076, compared to $170,528 in the prior-year quarter, primarily reflecting lower funding portal activity.
●Operating loss was $2,119,457, compared to an operating loss of $2,202,431 in the year ago period.
●Net loss was ($0.44) per basic and diluted share, compared to a net loss of ($2.34) per basic and diluted share in the year ago period.
●Cash and cash equivalents at October 31, 2025 of $1,684,188, up from $289,428 at April 30, 2025.
Subsequent Event:
●On December 3, 2025, the Company closed an Asset Purchase with Rivetz Corp. to acquire substantially all of Rivetz’s assets related to its “Rivetz Network”, which develops technology combining hardware-based cybersecurity with blockchain services for mobile and other computing devices.
Conference Call Information
The Company will host an investor conference call on Tuesday, December 16, 2025, at 10:00 a.m. ET.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 342839
For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the three-month period ended October 31, 2025, which has been filed with the Securities and Exchange Commission.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. The Company’s broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA.
Forward Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looki
Sep 22, 2025
2 ex99-1.htm
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
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 report that we began our fiscal year 2026 with revenue growth of more than 30% for the first quarter. In fiscal year 2025, we shifted our strategy to focus on building a stronger and more scalable business, and we are encouraged to see our vision taking shape,” said Martin Kay, CEO of Netcapital Inc.
“We achieved several significant milestones during the quarter, including establishing a Crypto Advisory Board, composed of accomplished industry leaders to guide our efforts in integrating blockchain, digital assets and crypto with traditional finance,” added Mr, Kay. “We believe that this initiative positions us well to play a larger role in the fintech space and explore opportunities in decentralized finance, or DeFi.”
First Quarter Fiscal 2026 Financial Results
● Revenue increased approximately 34% year-over-year to $190,058, as compared to $142,227 in the first quarter of fiscal year 2025.
● The company posted an operating loss of ($3,285,648), compared to operating loss of ($2,508,237) for the first quarter of fiscal year 2025.
● Loss per share was ($1.27), compared to a loss per share of ($5.10) for the first quarter of fiscal year 2025.
● As of July 31, 2025, the Company had cash and cash equivalents of $4,562,491.
Conference Call Information
The Company will host an investor conference call on Tuesday, September 23, 2025, at 10 a.m. ET.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 972602
For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the three-month period ended July 31, 2025, which has been filed with the Securities and Exchange Commission.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. The Company’s broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA.
Forward Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor Contact
800-460-0815
ir@netcapital.com
July 31, 2025 (Unaudited) April 30, 2025 (Audited)
Assets:
Cash and cash equivalents $4,562,491 $289,428
Accounts receivable, net 20,000 78,649
Prepaid expenses 409,661 31,535
Total current assets 4,992,152 399,612
Deposits 6,300 6,300
Notes receivable - related parties
50,000 50,000
Intangible assets 17,528,660 14,697,529
Equity securities 5,855,190 5,748,050
Total assets $28,432,302 $20,901,491
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $1,934,537 $2,941,108
Accrued expenses 235,448 269,971
Short-term promissory notes
600,000 263,437
Deferred revenue 315 330
Interest payable 114,962 100,797
Current portion of SBA loans 1,885,800 1,885,800
Loan payable - bank
34,324 34,324
Total current liabilities 4,805,386 5,495,767
Lo
Aug 13, 2025
2 ex99-1.htm
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
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 shift in strategy to focus on building a stronger, more scalable foundation for the future,” said Martin Kay, CEO of Netcapital Inc. “With our broker-dealer license secured, we believe we are well positioned to serve a broader base of issuers and investors and deepen our impact on democratizing access to private markets—our core mission. We remain deeply committed to disciplined execution, product innovation, and long-term value creation.”
Fiscal Year 2025 Financial Results
●Reported revenues of $869,460 vs.$4,951,435 in fiscal year 2024, primarily due to a decrease in consulting services
●Operating loss of ($8,321,317) vs. ($3,442,388) for fiscal year 2024
●Recorded impairment loss of $19.9 million in fiscal year 2025
●Net loss per share of ($20.39) vs. ($28.83) for fiscal year 2024
Conference Call Information
The Company will host an investor conference call on August 13, 2025, at 9 a.m. ET.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 310637
For additional disclosure regarding Netcapital’s operating results, please refer to the Annual Report on Form 10-K for the period ended April 30, 2025, which has been filed with the Securities and Exchange Commission.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. The Company’s broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA.
Forward Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor Contact
800-460-0815
ir@netcapital.com
April 30, 2025 April 30, 2024
Assets:
Cash and cash equivalents $289,428 $863,182
Accounts receivable net 78,649 134,849
Note receivable - 20,000
Other receivables - 1,200
Prepaid expenses 31,535 23,304
Total current assets 399,612 1,042,535
Deposits 6,300 6,300
Notes receivable - related
parties 50,000 202,000
Purchased technology, net 14,697,529 14,733,005
Investment in affiliate - 240,080
Equity securities 5,748,050 25,333,386
Total assets $20,901,491 $41,557,306
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $2,941,108 $793,325
Accrued expenses 269,971 310,300
Short-term promissory notes
263,437 -
Deferred revenue 330 466
Interest payable 100,797 92,483
Current portion of SBA loans 1,885,800 1,885,800
Loan payable - bank
34,324 34,324
Total current liabilities 5,495,767 3,116,698
Long-term liabilities:
Long-term SBA loans, less
current portion 500,000 500,000
Total liabilities 5,995,767 3,616,698
Commitments and contingencies - -
Stockholders’ equity:
Common stock, $.001 par value; 900,000,000 shares authorized, 2,192,226 and 326,867 shares issued and outstanding 2,192 327
Shares to be issued 200,000 122,124
Capital in excess of par value 42,525,294 37,338,594
Retained earnings (27,821
Mar 17, 2025
2 ex99-1.htm
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
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 year, management shifted its focus to establishing the company’s wholly-owned broker-dealer subsidiary, Netcapital Securities Inc., which was approved by FINRA in November. We believe this major milestone will provide additional sources of revenue going forward,” said Martin Kay, CEO of Netcapital Inc. “We did face a tough quarter during an uncertain market environment. Looking forward, however, we are pleased that Algernon NeuroScience Inc. recently engaged Netcapital Securities for a planned Regulation A (Reg A) offering and to provide broker-dealer and administrative services.”
Third Quarter Fiscal 2025 Financial Results
● Revenue decreased approximately 85% year-over-year to $152,682, compared to revenue of $1,042,793 million in the third quarter of fiscal year 2024
● Operating loss was ($1,687,692) in the third quarter fiscal 2025, compared to ($1,205,157) for the third quarter fiscal 2024
● Net loss was ($3,006,537) in the third quarter fiscal 2025, compared to net loss of ($2,227,542) for the same period in the prior year
● Loss per share was ($1.57) in the third quarter fiscal 2025, compared to loss per share of ($13.60) for the same period in the prior year
● As of January 31, 2025, the Company had cash and cash equivalents of $614,304
Conference Call Information
The Company will host an investor conference call on Wednesday, March 19, 2025, at 10 a.m. ET.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 165756
For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the three-month period ended January 31, 2025, which has been filed with the Securities and Exchange Commission.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. The Company’s broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA.
Forward Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor Contact
800-460-0815
ir@netcapital.com
January 31, 2025 (Unaudited) April 30, 2024 (Audited)
Assets:
Cash and cash equivalents $614,304 $863,182
Accounts receivable net - 134,849
Other receivables 2,400 1,200
Note receivable 20,000 20,000
Prepaid expenses 36,115 23,304
Total current assets 672,819 1,042,535
Deposits 6,300 6,300
Notes receivable - related parties
202,000 202,000
Purchased technology, net 14,706,398 14,733,005
Investment in affiliate 240,080 240,080
Equity securities 24,073,080 25,333,386
Total assets $39,900,677 $41,557,306
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $2,160,727 $793,325
Accrued expenses 250,983 310,300
Deferred revenue 360 466
Interest payable 98,218 92,483
Current portion of SBA loans 1,885,800 1,885,800
Loan p
Dec 16, 2024
2 ex99-1.htm
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
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 quarter ended October 31, 2024, we saw a decrease in revenue, when compared to the quarter ended October 31, 2023, but an increase in revenue when compared to the quarter ended July 31, 2024. The year-over-year decrease was primarily due to a slowdown in consulting revenue, while the sequential increase was driven by our funding portal business. Despite the challenges we faced during a tough quarter, we remain optimistic about the future,” said Martin Kay, CEO of Netcapital Inc. “Recently our wholly-owned subsidiary, Netcapital Securities Inc. received approval from FINRA to become a FINRA-member broker-dealer, which marks a significant achievement for the Company as it begins to open up opportunities for more revenue channels. Looking beyond the second quarter we are focused on leveraging our new broker-dealer license and expanding our capabilities. With NSI as a registered broker-dealer, we can now support companies raising capital under Reg A and Reg D offerings, facilitate and charge fees on larger fundraises, potentially provide a broader range of investment choices for our investor base, and establish fee-sharing agreements with other broker-dealers.”
Second Quarter Fiscal 2025 Financial Highlights
●Revenues decreased 92% year-over-year to $170,528, compared to revenue of $2,041,658 million in the second quarter of fiscal year 2024.
●Revenues increased 20% quarter-over-quarter to $170,528, compared to revenue of $142,227 in the first quarter of fiscal year 2025.
●Operating loss of ($2,202,431) in the second quarter fiscal 2025 as compared to operating income of $52,220 for the second quarter fiscal 2024
●Net loss of approximately ($2,220,501) in the second quarter of fiscal 2025, as compared to a net profit of approximately $339,616, for the same period in the prior year
●Loss per share of ($2.34) for the quarter ended October 31, 2024, compared to earnings per share of $2.52 for the same period in the prior year
●As of October 31, 2024, the Company had cash and cash equivalents of $1,346,739.
Conference Call Information
The Company will host an investor conference call on Tuesday, December 17, 2024, at 10 a.m. ET.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 894026
For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the period ended October 31, 2024, which has been filed with the Securities and Exchange Commission.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.
Forward Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor Contact
800-460-0815
ir@netcapital.com
October 31, 2024 (Unaudited) April 30, 2024 (Audited)
Assets:
Cash and cash equivalents $1,346,739 $863,182
Accounts re
Sep 16, 2024
2 ex99-1.htm
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
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 challenging quarter for us, driven primarily by a decrease in revenues for services that we provide in exchange for equity securities,” said Martin Kay, CEO of Netcapital Inc. “However, we have taken what we believe are important steps to lay the groundwork for future opportunities. In May 2024, for example, we announced that our wholly-owned subsidiary, Netcapital Securities Inc. applied for broker-dealer registration with the Financial Industry Regulatory Authority (“FINRA”). We believe that by having a registered broker-dealer, it could create opportunities to expand our revenue base by hosting and generating additional fees from Reg A+ and Reg D offerings on the Netcapital platform. In addition, in July 2024, we announced the launch of our beta version of a secondary trading platform through the Templum ATS to a closed group of users. This secondary trading platform has been designed to provide investors who purchase stock through the Netcapital funding portal with the potential for secondary trading through access to the Templum ATS.”
The operation of the Templum ATS remains subject to extensive regulation and oversight. Any regulatory delays or objections will result in delays in our ability to launch the proposed secondary trading platform, if at all.
Netcapital Securities Inc.’s application to become a registered broker-dealer remains subject to regulatory approval and/or licensing from the Financial Regulatory Authority (FINRA) and the Securities and Exchange Commission (SEC). No assurance can be given as to when or if such approvals may be granted or when, if at all, Netcapital will be able to expand the services it offers.
First Quarter Fiscal 2025 Financial Highlights
●Revenue decreased approximately 91% year-over-year to $142,227, compared to revenue of $1,519,809 million in the first quarter of fiscal year 2024.
●Total funding portal revenues (consisting of portal fees, listing fees and a 1% equity fee) decreased approximately 62% year-over-year to $142,056 compared to $375,856 in the first quarter of fiscal 2024.
●Operating loss of ($2,508,237) for the first quarter fiscal 2025 as compared to ($749,020) for the first quarter fiscal 2024, an increase of 235%
●Net loss of ($2,527,170) in the first quarter fiscal 2025, compared to net loss of ($491,655), for the same period in the prior year, an increase of 414%
●Loss per share of ($5.10) in the first quarter year ended July 31, 2024, increased approximately 11% compared to loss per share of ($4.61) for the same period in the prior year.
●As of July 31, 2024, the Company had cash and cash equivalents of $855,181.
Conference Call Information
The Company will host an investor conference call on Tuesday, September 17, 2024, at 11:00 a.m. ET.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 844301
For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the period ended July 31, 2024, which has been filed with the Securities and Exchange Commission.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.
Forward Looking Statements
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relatin
Jul 30, 2024
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8-K
TO SECTION 13 OR 15(d) OF THE
Date of Report (Date of earliest event reported): July 29, 2024
(Exact name of registrant as specified in charter)
Utah
001-41443
87-0409951
(State or other jurisdiction of incorporation)
(Commission
File Number)
Employer
Identification No.)
1 Lincoln Street, Boston, Massachusetts
02111
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (781) 925-1700
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
The Nasdaq Stock Market LLC
Warrants exercisable for one share of Common Stock at an exercise price of $5.19
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☐.
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On July 29, 2024, Netcapital Inc. (the “Company”) issued a press release announcing financial results for the year ended April 30, 2024. The text of the press release is furnished as Exhibit 99.1 to this current report.
The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No.
Description
99.1
Press Release dated July 29, 2024.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
-2-
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Netcapital Inc.
(Registrant)
By: /s/ Coreen Kraysler
Name: Coreen Kraysler
Title: Chief Financial Officer
Dated July 29, 2024
-3-
Mar 19, 2024
2 ex99-1.htm
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
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 challenges faced by businesses seeking capital in the current market climate, we remain optimistic about our future prospects and the strength of our funding portal,” said Martin Kay, CEO of Netcapital Inc. “While we experienced a decline in the number of issuers listing on our platform this quarter, funding portal revenues increased by more than 70% on a year-to-date basis, and we continue to focus on the opportunities ahead. Most notably, we closed a $4 million public offering in December which adds to working capital, strengthens our financial position, and which we believe positions us for future success.”
Third Quarter Fiscal 2024 Financial Highlights
●Revenues decreased by approximately 54% year-over-year to $1.0 million, compared to revenue of $2.3 million in the third quarter of fiscal year 2023.
●Funding portal revenues decreased approximately 23% year-over-year to $179,588 compared to $231,833 in the third quarter of fiscal 2023.
●Diluted earnings per share of ($0.19) in the three months ended January 31, 2024, were down compared to diluted earnings per share of $0.33 for the same period in the prior year.
●As of January 31, 2024, the Company had cash and cash equivalents of $2,172,099
First Nine Months of Fiscal 2024 Financial Highlights
●Revenues decreased by approximately 14% year-over-year to $4.6 million, compared to revenue of $5.4 million in the first nine months of fiscal year 2023.
●Funding portal revenues increased driven by higher portal fees of approximately 152% year-over-year to $375,683 and an increase in listing fees of $48,040, or 14% compared to the first nine months of fiscal 2023.
●Diluted earnings per share of ($0.25) in the nine months ended January 31, 2024, were down compared to diluted earnings per share of $0.46 for the same period in the prior year.
●In December 2023, the Company closed a $4 million underwritten public offering.
For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the period ended January 31, 2024, which has been filed with the Securities and Exchange Commission.
Conference Call Information
The Company will host an investor conference call on Tuesday, March 19, 2024 at 10:00 a.m. ET.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 926076
For those unable to participate in the live call, a replay will be made available in the Investors section of the Company’s website.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc., is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor Contact
800-460-0815
ir@netcapital.com
Netcapital Inc.
Balance Sheets
January 31, 2024 April 30, 2023
Assets:
Cash and cash equivalents $2,172,099 $569,441
Accounts receivable net 3,701,501 1,388,500
Note receivable 20,000 -
Prepaid expen
Dec 14, 2023
2 ex99-1.htm
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
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 October 31, 2023.
“It was a strong quarter for our funding portal business, which experienced revenue growth of 151%,” said Martin Kay, CEO of Netcapital Inc. “This was driven by a significant increase in investment dollars closed on the Netcapital funding portal platform during the quarter, helped by the success of several large issuers, including Avadain, a graphene technology company, and EarthGrid PBC, a plasma boring technology company.”
Second Quarter Fiscal 2024 Financial Highlights
●Revenues grew by approximately 15% year-over year to $2.0 million, compared to revenue of $1.8 million in the second quarter of fiscal year 2023.
●Funding portal revenues increased approximately 151% year-over-year to $462,706, compared to $184,095 in the second quarter of fiscal 2023.
●Diluted earnings per share of $0.04 in the three months ended October 31, 2023, were flat compared to diluted earnings per share of $0.04 for the same period in the prior year.
For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the period ended October 31, 2023, which has been filed with the Securities and Exchange Commission.
Conference Call Information
The Company will host an investor conference call on Friday, December 15, 2023 at 10:00 a.m. ET.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 473254
For those unable to participate in the live call, a replay will be made available in the Investors section of the Company’s website.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor Contact
800-460-0815
ir@netcapital.com
Netcapital Inc.
Balance Sheets
October 31, 2023 April 30, 2023
(Unaudited) (Audited)
Assets:
Cash and cash equivalents $528,827 $569,441
Accounts receivable net 2,899,667 1,388,500
Other receivables 158,873 -
Note receivable 20,000 -
Prepaid expenses 313,058 583,030
Total current assets 3,920,425 2,540,971
Deposits 6,300 6,300
Notes receivable - related parties 202,000 202,000
Purchased technology, net 15,818,635 15,875,297
Investment in affiliate 240,080 240,080
Equity securities at fair value 24,491,821 22,955,445
Total assets $44,679,261 $41,820,093
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Trade $812,908 $578,331
Related party 75,204 75,204
Accrued expenses 415,603 285,065
Stock subscription payable 10,000 10,000
Deferred revenue 508 661
Interest payable 88,353 98,256
Current taxes payable - 174,000
Deferred tax liability, net 1,714,000 1,657,000
Related party debt 15,000 15,000
Secured note payable - 350,000
Current portion of SBA loans 1,885,800 1,885,800
Loan payable - bank 34,324 34,324
Total current liabilities 5,051,700 5,163,641
Long-term
liabilities:
Sep 14, 2023
2 ex99_1.htm
Exhibit 99.1
Netcapital Funding Portal Revenues Increase by More Than 100%
Total Revenues Increase by 13%
Internal Testing of Secondary Transfer Feature Begins
MA – September 14, 2023 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”),
a digital private capital markets ecosystem, today announced financial results for the first quarter of fiscal year 2024 ended July 31, 2023.
“We are delighted to announce a very strong quarter for our funding portal, delivering a more than doubling of revenue,” said Martin Kay, CEO of Netcapital Inc. “In addition, we maintained our strategic focus on the build-out of the software required to enable issuers and investors on the Netcapital platform the ability to access a registered alternative trading system (ATS) in order to engage in secondary trading of securities. We commenced internal testing of the secondary trading platform features this week, and we are excited about the potential for this liquidity model to support the continued growth of both our investor and issuer communities.”
First Quarter Fiscal 2024 Financial Highlights
● Revenue growth of 13% year-over-year to $1.5 million, compared to revenue of $1.3 million in the first quarter of fiscal year 2023.
● Year-over-year increase of 110% in revenue from our funding portal services, which increased by $197,356 to $375,856 in the three months ended July 31, 2023, compared to $178,500 in the three months ended July 31, 2022.
● Net loss of approximately $492,000 in the three months ended July 31, 2023, compared to net income of approximately $65,000 in the three months ended July 31, 2022.
● Diluted loss per share of $0.07 in the three months ended July 31, 2023, compared to diluted earnings per share of $0.02 in the three months ended July 31, 2022.
● First quarter net loss was driven primarily by higher marketing spend and increased payroll expenses that included $483,351 in stock-based compensation in the three months ended July 31, 2023, as compared to $32,953 in the three months ended July 31, 2002.
For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the period ended July 31, 2023, which has been filed with the Securities and Exchange Commission.
Conference Call Information
The Company will host an investor conference call at 10:00 a.m. ET on Friday, September 15, 2023.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 580133
For those unable to participate in the live call, a replay will be made available in the Investors section of the Company’s website.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.
The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
Investor Contact
800-460-0815
ir@netcapital.com
Jul 27, 2023
2 ex99_1.htm
Exhibit 99.1
Netcapital Announces Revenue Growth of 55% for Fiscal Year 2023
Investor conference call to be held tomorrow, July 27, 2023, at 10:00 a.m. ET
MA – July 26, 2023 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets
ecosystem, today announced financial results for its fourth quarter and fiscal year 2023 ended April 30, 2023.
“Fiscal 2023 marked a year of strong performance, highlighted by revenue growth of 55% and operating income of more than $2 million,” said Martin Kay, CEO of Netcapital Inc. “The value proposition of our business is becoming more evident as we continue to build scale and deliver a superior experience at a lower cost for issuers. We expect to offer secondary trading in private equities later in this year, a liquidity model that we believe will support expansion of both our investor and issuer communities, and generate a potential new revenue stream for Netcapital. As a back-to-back winner of the Fintech Breakthrough Award in 2022 and 2023, our brand is well-recognized for innovation and excellence, and well-positioned for value creation.”
Fiscal Year 2023 Highlights
● Revenue growth of 55% year-over-year to $8.5 million as compared to $5.5 million in fiscal 2022
● Operating income of $2.3 million compared to an operating loss of $1.0 million in fiscal year 2022
● Paid down $1 million in debt, closed two underwritten public offering for aggregate gross proceeds of $6.7 million, and uplisted to Nasdaq in July 2022
For additional disclosure regarding operating results, please refer to the Annual Report on Form 10-K for the period ended April 30, 2023, which has been filed with the U.S. Securities and Exchange Commission.
Conference Call Information
The Company will host an investor conference call at 10:00 a.m. ET tomorrow, July 27, 2023.
Participant access: 844-985-2012 or 973-528-0138
Conference entry code: 398497
For those unable to participate in the live call, a replay will be made available in the Investors section of the Company’s website.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies with disruptive technologies. The Netcapital funding portal is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.
Investor Contact
800-460-0815
ir@netcapital.com
Consolidated Balance Sheets
Assets: April 30, 2023 April 30, 2022
Cash and cash equivalents $569,441 $473,925
Related party receivable — 668
Accounts receivable, net 1,388,500 2,433,900
Prepaid expenses 583,030 5,694
Total current assets 2,540,971 2,914,187
Deposits 6,300 6,300
Note receivable – related parties 202,000 202,000
Purchased technology 15,875,297 15,536,704
Investment in affiliate 240,080 240,080
Equity securities at fair value 22,955,445 12,861,253
Total assets $41,820,093 $31,760,524
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Trade $578,331 $536,508
Related party 75,204 378,077
Accrued expenses 285,065 229,867
Stock subscription payable 10,000 33,400
Deferred revenue 661 2,532
Interest payable 98,256 222,295
Income taxes payable 174,000 —
Deferred tax liability, net 1,657,000 977,000
Related party debt 15,000 22,860
Secured note payable 350,000 1,400,000
Current portion of SBA loans 1,885,800 1,890,727
Loan payable - bank 34,324 34,324
Convertible notes payable — 300,000
Total current liabilities 5,163,641 6,027,590
Long-term
liabilities:
Long-term
SBA loans, less current portion 500,000 495,073
Total Liabilities 5,663,641 6,552,663
Commitments and contingencies — —
Stockholders’ equity:
Common stock, $.001 par value; 900,000,000 shares authorized, 6,440,527 and 2,934,344 shares issued and outstanding 6,441 2,934
Capital in excess of par value 30,500,944 22,479,769
Shares to be issued 183,187 244,250
Retained earnings 5,465,880 2,510,908
Total stockholders’ equity 36,156,452 25,237,861
Total liabilities and stockholders’ equity $41,820,093 $31,760,524
Year Ended Year Ended
April 30, 2023 April 30, 2022
Revenues $8,493,985 $5,480,835
Costs of services 85,038 110,115
Gross profit 8,408,947 5,370,720
Costs and expenses:
Consulting expense 589,349 892,567
Marketing 85,482 95,753
Rent 75,052 47,670
Payroll and payroll related expenses 3,646,490 3,763,845
General and administrative costs 1,740,698 1,602,031
Total costs and expenses 6,137,071 6,401,866
Operating income (loss) 2,271,876 (1,031,146)
Other income (expense):
Interest expense (93,842)
Jul 19, 2023
0001414767 true Additional disclosure under Item 2.02 below pertaining to the Companys cash balances at April 30, 2023 and June 30, 2023.
0001414767
2023-07-06 2023-07-06
iso4217:USD
xbrli:shares
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Washington,
TO SECTION 13 OR 15(d) OF
THE
Date of Report (Date of earliest event reported): July 6, 2023
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.) (I.R.S. Employer Identification No.)
State Street Financial Center, 1 Lincoln Street, Boston, Massachusetts 02111
(Address of principal executive offices) (Zip Code)
782-925-1700
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13©(c))
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Netcapital Inc. (the “Company”) is filing this Form 8-K/A (“Amendment”) to its Current Report on Form 8-K as originally filed with the Securities and Exchange Commission on July 6, 2023 (the “Original Filing”), solely to include additional disclosure under Item 2.02 below pertaining to the Company’s cash balances at April 30, 2023 and June 30, 2023. No other changes have been made from the Original Filing.
Item 2.02. Results of Operation and Financial Condition.
Netcapital Inc. (the “Company,” “we,” “us,” and “our”) is reporting its expectations with respect to certain of its unaudited results for the year ended April 30, 2023 based upon management estimates.
Preliminary Results for our Fiscal Year Ended April 30, 2023
Our audited consolidated financial statements for the fiscal year ended April 30, 2023, (“fiscal year 2023”), are not yet available. We have presented preliminary estimated ranges of certain of our financial results below for fiscal year 2023, based on information currently available to management. We have provided ranges, rather than specific amounts, for certain financial results below, primarily because our financial closing procedures for the three months and year ended April 30, 2023 are not yet complete. As a result, our actual results may vary materially from the estimated preliminary results included herein. Accordingly, you should not place undue reliance on these estimates. The preliminary financial data included herein has been prepared by, and is the responsibility of, management. Our independent registered public accounting firm has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary estimated financial data below and does not express an opinion or any other form of assurance with respect thereto. See “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Special Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended April 30, 2022, as filed with the SEC on August 8, 2022, for additional information regarding factors that could result in differences between the preliminary estimated ranges of certain financial results presented below and the financial results we will ultimately report for fiscal year 2023.
For the fiscal year 2023, we estimate that our net sales will range from $8.3 million to $8.5 million, an increase of approximately $2.9 million, or 53%, using the midpoint of the estimated net sales range when compared with net sales of $5.5 million for the fiscal year ended April 30, 2022 (“fiscal year 2022”). The increase in sales was driven primarily by an increase in consulting fees. Our cash balances at April 30, 2023 and June 30, 2023 were $569,441
Jul 6, 2023
0001414767 false
0001414767
2023-07-06 2023-07-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
Washington,
8-K
TO SECTION 13 OR 15(d) OF
THE
Date of Report (Date of earliest event reported): July 6, 2023
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.) (I.R.S. Employer Identification No.)
State Street Financial Center, 1 Lincoln Street, Boston, Massachusetts 02111
(Address of principal executive offices) (Zip Code)
782-925-1700
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock, $0.001 par value per share
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 2.02. Results of Operation and Financial Condition.
Netcapital Inc. (the “Company,” “we,” “us,” and “our”) is reporting its expectations with respect to certain of its unaudited results for the year ended April 30, 2023 based upon management estimates.
Preliminary Results for our Fiscal Year Ended April 30, 2023
Our audited consolidated financial statements for the fiscal year ended April 30, 2023, (“fiscal year 2023”), are not yet available. We have presented preliminary estimated ranges of certain of our financial results below for fiscal year 2023, based on information currently available to management. We have provided ranges, rather than specific amounts, for certain financial results below, primarily because our financial closing procedures for the three months and year ended April 30, 2023 are not yet complete. As a result, our actual results may vary materially from the estimated preliminary results included herein. Accordingly, you should not place undue reliance on these estimates. The preliminary financial data included herein has been prepared by, and is the responsibility of, management. Our independent registered public accounting firm has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary estimated financial data below and does not express an opinion or any other form of assurance with respect thereto. See “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Special Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K for the year ended April 30, 2022, as filed with the SEC on August 8, 2022, for additional information regarding factors that could result in differences between the preliminary estimated ranges of certain financial results presented below and the financial results we will ultimately report for fiscal year 2023.
For the fiscal year 2023, we estimate that our net sales will range from $8.3 million to $8.5 million, an increase of approximately $2.9 million, or 53%, using the midpoint of the estimated net sales range when compared with net sales of $5.5 million for the fiscal year ended April 30, 2022 (“fiscal year 2022”). The increase in sales was driven primarily by an increase in consulting fees.
For the fiscal year 2023, we estimate that our operating income will range from $2.1 million to $2.3 million, an increase of $3.2 million, using the midpoint of the estimated range when compared with an operating loss of $1.0 million for fiscal year 2022.
Item 7.01. Regulation FD Disclosure.
On July 6, 2023, the Company reported its expectations with respect to certain of its unaudited results for the year ended April 30, 2023.
The information furnished pursuant to this Current Report on Form 8-K, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amende
Mar 17, 2023
Dec 13, 2022
Sep 13, 2022
2 f2sncpl8k091222ex99_1.htm NETCAPITAL INC. ANNOUNCES REVENUE GROWTH OF 114% FOR FIRST QUARTER OF FISCAL 2023
Exhibit 99.1
Netcapital Inc. Announces Revenue Growth of 114% for First Quarter of Fiscal 2023
Conference call to be held tomorrow, September 13, 2022, at 10:00 a.m. ET
MA – September 12, 2022 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital
markets ecosystem, today announced financial results for the first quarter of fiscal year 2023 ended July 31, 2022.
“Our uplisting to Nasdaq in July was a fantastic way to kick off our new fiscal year, and we welcome our new shareholders and appreciate the investor interest we are receiving,” said Dr. Cecilia Lenk, CEO of Netcapital Inc. “We are pleased to deliver strong first quarter results and look forward to a productive year ahead.”
Jason Frishman, CEO of Netcapital Funding Portal Inc., commented, “We kicked off our fiscal year 2023 with strong momentum on our platform, surpassing 100,000 users. We believe the activity on our portal illustrates the key competitive advantages we offer over other online capital raising platforms – a comprehensive suite of services, scalable technology platform, and high-value consulting for issuers, plus the ability of investors to invest from virtually anywhere in the world, at almost any time, with just a few clicks.”
First Quarter Fiscal 2023 Financial Highlights
● Revenue growth of 114% year-over-year to $1.3 million
● Positive operating income compared to operating loss of $1.1 million in the year-ago quarter
● Equity securities at fair value totaled $13.5 million at July 31, 2022, compared to $9.6 million one year ago, an increase of 41%
● Cash and cash equivalents of $2.6 million at July 31, 2022
● Paid down $1 million in debt
● Closed a $5 million underwritten public offering
Conference Call Information
The Company will host an investor conference call tomorrow, September 13, 2022, at 10:00 a.m. ET.
Participant access: 844-985-2012 or 973-528-0138
Entry code: 747753
For those unable to participate in the live call, a replay will be available in the Investor Relations section of the Company’s website.
For additional disclosure regarding operating results, please refer to the Quarterly Report on Form 10-Q for the period ended July 31,2022, which has been filed with the Securities and Exchange Commission.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The company's consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies with disruptive technologies. The Netcapital funding portal is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.
Assets: July 31, 2022 (Unaudited) April 30, 2022 (Audited)
Cash and cash equivalents $2,556,170 $473,925
Related party receivable 668 668
Accounts receivable, net 2,154,700 2,433,900
Prepaid expenses 41,536 5,694
Total current assets 4,753,074 2,914,187
Deposits 6,300 6,300
Notes receivable – related parties 202,000 202,000
Purchased technology, net 15,515,623 15,536,704
Investment in affiliate 240,080 240,080
Equity securities at fair value 13,455,193 12,861,253
Total assets $34,172,270 $31,760,524
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable
Trade $457,826 $536,508
Related party 75,204 378,077
Accrued expenses 173,161 229,867
Stock subscription payable 33,400 33,400
Deferred revenue 602 2,532
Interest payable 247,899 222,295
Deferred tax liability, net 680,000 977,000
Related party debt 19,660 22,860
Secured note payable 400,000 1,400,000
Current portion of SBA loans 1,893,719 1,890,727
Loan payable - bank 34,324 34,324
Convertible notes payable — 300,000
Total current liabilities 4,015,795 6,027,590
Long-term liabilities:
Long-term
SBA loans, less current portion 492,081 495,073
Total liabilities 4,507,876 6,522,663
Commitments and contingencies — —
Stockholders' equity:
Common stock, $.001 par value; 900,000,000 shares authorized, 4,272,677 and 2,934,344 shares issued and outstanding 4,273 2,934
Shares to be issued 244,250 244,250
Capital in excess of par value 26,840,486 22,479,769
Retained earnings 2,575,385 2,510,908
Total stockholders' equity 29,664,394 25,237,861
Total liabilities and stockholders' equity $34,172,270 $31,760,524
Three Months Ended Three Months Ended
July 31, 2022 July 31, 2021
Revenues $1,340,573 $625,187
Costs of services 21,063 28,305
Gross profit 1,319,510 596,882
Costs and expenses:
Consulting expense 125,611 316,631
Market
Jun 28, 2022
This page provides Netcapital Inc. (NCPL) earnings call transcripts from SEC 8-K filings along with AI-powered predictions for post-earnings price movements. Our machine learning models analyze historical earnings data, pre-earnings price patterns, volume changes, and volatility to predict 1-day, 5-day, and 20-day returns after each earnings release.
Earnings transcripts are sourced directly from SEC EDGAR filings. Predictions are generated using gradient boosting models trained on NCPL's historical earnings reactions. All predicted returns are shown as percentages, and predicted prices are calculated from the closing price at the time of prediction. Past performance does not guarantee future results.