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) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Utah 6199 87-0409951 (I.R.S. Employer Identification Number) ...

Core Viewpoint - Netcapital Inc. reported a significant decrease in revenues for the third quarter of fiscal 2026 compared to the same period in the previous year, indicating challenges in its funding portal operations [4]. Financial Performance - The company reported revenues of approximately $94,000 for the three months ended January 31, 2026, down from approximately $153,000 during the same period in 2025, reflecting a decrease of about 38.5% [4]. - The decline in revenues was primarily attributed to a decrease in the funding portal [4].

Financial Data and Key Metrics Changes - Revenues for the third quarter of fiscal 2026 were approximately $94,000, a decrease from approximately $153,000 in the same quarter of fiscal 2025, primarily due to a decrease in funding portal fees [3] - The company reported an operating loss of approximately $2.2 million compared to an operating loss of approximately $1.7 million for the third quarter of fiscal 2025 [4] - Loss per share was $0.32, an improvement from a loss per share of $1.57 in the third quarter of fiscal 2025 [4] - As of January 31, 2026, cash and cash equivalents stood at approximately $715,000 [4] Business Line Data and Key Metrics Changes - The funding portal is described as a technology business with a largely fixed cost structure, indicating that higher volume can lead to attractive incremental margins [5] - The company signed four new broker-dealer clients during the third quarter, indicating growth in its business lines [8] Market Data and Key Metrics Changes - The company is expanding into blockchain-enabled solutions, which is seen as a natural extension of its business [6][7] - The engagement with PureWave Hydrogen for tokenized asset issuance is viewed as a significant milestone, potentially leading to revenue-generating projects [9] Company Strategy and Development Direction - The company is focused on strengthening its technology foundation, improving operational efficiency, and supporting initiatives for future growth [5] - Strategic investments are being made to grow platform volume and leverage the broker-dealer to expand transaction opportunities [6] - The company aims to create a more efficient and accessible marketplace for issuers and investors while ensuring regulatory compliance [9] - The acquisition of Iverson Design's assets is expected to enhance in-house creative and product capabilities, crucial for the adoption of tokenization [10] Management's Comments on Operating Environment and Future Outlook - The CEO expressed confidence in the company's value proposition to help small businesses with financing needs and emphasized the importance of achieving sufficient scale for the underlying economics of the business model [5][6] - Management acknowledged that the company is still in a transition period, with the potential for future growth as the platform evolves [6] Other Important Information - The company is developing a proprietary application to streamline SEC EDGAR filings, which is expected to improve filing efficiency for issuers [12] - Marketing automation tools have been implemented to enhance communication and support scalable operations as the business grows [12] Q&A Session Summary - The conference call did not include a Q&A session, as the operator concluded the call without opening the floor for questions [15]

Financial Data and Key Metrics Changes - The company reported revenues of approximately $94,000 for the third quarter of fiscal 2026, a decrease from approximately $153,000 during the same period in fiscal 2025, primarily due to a decrease in funding portal fees [3] - An operating loss of approximately $2.2 million was reported, compared to an operating loss of approximately $1.7 million for the third quarter of fiscal 2025 [4] - The loss per share was $0.32, an improvement from a loss per share of $1.57 for the third quarter of fiscal 2025 [4] - As of January 31, 2026, the company had cash and cash equivalents of approximately $715,000 [4] Business Line Data and Key Metrics Changes - The company is focusing on strengthening its technology foundation and improving operational efficiency, which are expected to support future growth [5] - The funding portal is described as a technology business with a largely fixed cost structure, indicating that higher volume can lead to attractive incremental margins [5] Market Data and Key Metrics Changes - The company is expanding into blockchain-enabled solutions, which is seen as a natural extension of its business model [6] - The engagement with PureWave Hydrogen for tokenized asset issuance is viewed as a significant milestone, potentially leading to the first revenue-generating real-world asset tokenization project [9] Company Strategy and Development Direction - The company aims to create a more efficient and accessible marketplace for issuers and investors while ensuring regulatory compliance [9] - Strategic investments are being made to enhance infrastructure and grow platform volume, leveraging the broker-dealer to expand transaction opportunities [6] - The acquisition of Iverson Design's assets is expected to enhance in-house creative and product capabilities, crucial for the adoption of tokenization [10] Management's Comments on Operating Environment and Future Outlook - The CEO expressed confidence in the company's value proposition and emphasized the importance of achieving sufficient scale to realize the underlying economics of the business model [6] - The company is still in a transition period, with ongoing efforts to integrate blockchain-based assets into existing systems and regulatory workflows [11] Other Important Information - The company has developed a proprietary application to streamline SEC EDGAR filings, which is expected to improve filing efficiency for issuers [12] - Marketing automation tools have been implemented to enhance communication efforts and support scalable operations as the business grows [12] Q&A Session Summary - No specific questions or answers were provided in the content, indicating that the call concluded without a Q&A segment.

Core Insights - Netcapital Inc. reported financial results for Q3 fiscal 2026, highlighting a revenue increase compared to Q2 fiscal 2026 and the signing of four new clients at its broker-dealer [1][3]. Financial Performance - Total revenues for Q3 fiscal 2026 were $94,347, a decrease from $152,682 in the same quarter of the previous year, primarily due to lower funding portal activity [9][14]. - The operating loss for Q3 fiscal 2026 was $2,174,335, compared to an operating loss of $1,687,692 in the prior year [9][14]. - The net loss per share was ($0.32) for Q3 fiscal 2026, an improvement from a net loss of ($1.57) per share in the same quarter last year [9][14]. Corporate Developments - Key milestones included the acquisition of Iverson Design and the signing of PureWave Hydrogen as the first tokenization client, which is expected to expand revenue streams into real-world asset tokenization [7][8]. - The company partnered with Silicon Prairie Holdings Inc. to enhance regulatory infrastructure for secondary trading of securities [8]. Cash Position - Cash and cash equivalents as of January 31, 2026, were $715,443, an increase from $289,428 as of April 30, 2025 [9][12]. Operational Highlights - The company maintained gross margins consistently above 90% and emphasized a focus on driving new revenue streams to improve bottom-line results in upcoming quarters [3].

Revenue Performance - Revenue for the nine months ended January 31, 2026, decreased by $129,956, or approximately 28%, to $335,481, compared to $465,437 for the same period in 2025[152]. - For the three months ended January 31, 2026, revenue decreased by $58,335, or approximately 38%, to $94,347, compared to $152,682 for the same period in 2025[142]. - Funding portal revenue decreased to $335,481 for the nine months ended January 31, 2026, down 28% from $465,437 in the same period of 2025, primarily due to a reduction in the number of issuers raising capital[153]. - For the three months ended January 31, 2026, funding portal revenue was $84,137, consisting of portal fees of $34,582, listing fees of $45,809, and equity fees of $3,746, compared to $152,406 in the same period of 2025[143]. - The number of issuers launching new offerings dropped to 18 in the nine months ended January 31, 2026, compared to 64 in the prior year[153]. Expenses - Payroll and payroll-related expenses increased by $282,974, or approximately 35%, to $1,097,998 for the three months ended January 31, 2026, due to hiring and salary increases[145]. - Payroll expenses increased by $1,046,563, or approximately 35%, to $3,747,881 for the nine months ended January 31, 2026, due to hiring and salary increases[155]. - Consulting expenses increased by $204,477, or approximately 322%, to $268,032 for the three months ended January 31, 2026, attributed to hiring a new consultant for tokenization[148]. - General and administrative expenses decreased by $147,091, or approximately 4%, to $3,646,761, attributed to lower professional fees[157]. - Legal costs rose to approximately $2,161,000 for the nine months ended January 31, 2026, with 91% related to ongoing SEC and FINRA investigations[157]. Cash Flow and Liquidity - Net cash used in operating activities was $7,661,306 for the nine months ended January 31, 2026, compared to $4,614,630 in the prior year[171]. - Net cash provided by financing activities increased to $8,187,321 for the nine months ended January 31, 2026, up from $4,365,752 in the same period of 2025[174]. - The company recorded $500,000 in insurance recovery proceeds for the nine months ended January 31, 2026, compared to none in the prior year[162]. - As of January 31, 2026, cash and cash equivalents were $715,443, with negative working capital of $2,922,843, an improvement from negative working capital of $5,096,155 as of April 30, 2025[164]. - The company anticipates that existing cash and liquidity sources may not be sufficient to meet working capital needs for the next 12 months, raising substantial doubt about its ability to continue as a going concern[170]. Acquisitions - The company purchased substantially all of Rivetz Corp.'s assets related to its "Rivetz Network" for 950,000 shares of common stock on December 3, 2025[137]. - The company acquired substantially all assets from Iverson Design in January 2026, issuing 980,000 shares of common stock as consideration[141]. Impairment and Legal Matters - The company recorded no impairment expense during the three months ended January 31, 2026, compared to $1,300,000 in the same period of 2025[150]. - The company anticipates an increase in legal fees in future periods due to ongoing investigations by the SEC and FINRA[147].

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) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Utah 6199 87-0409951 (I.R.S. Employer Identification Numbe ...

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. Phone: (781) 925-1700 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Coreen Kraysler Chief Financial Officer 1 Lincoln Street Boston, MA 02111 Phone: (781) 925-170 ...

Core Viewpoint - Netcapital Inc. has engaged PureWave Hydrogen Corp. as its first issuer for tokenized assets, marking a significant step in its initiative to tokenize real-world assets and generate revenue [1][2]. Group 1: Engagement and Revenue Generation - The engagement with PureWave Hydrogen is seen as Netcapital's first potential revenue-generating initiative in real-world asset tokenization [2]. - The company aims to develop a repeatable template for future issuer engagements across various asset classes, applying a consistent fee structure and technology framework [2]. Group 2: Modernizing Capital Formation - Netcapital believes that this project illustrates how regulated digital infrastructure can enhance capital formation for asset-backed projects, allowing broader investor access [3]. - The company intends to enable project-level economic exposure for investors while ensuring compliance with applicable regulations and maintaining investor protections [3]. Group 3: Company Overview - Netcapital Inc. operates as a fintech company with a scalable technology platform that facilitates online capital raising for private companies and offers private equity investment opportunities [4]. - The company's funding portal is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA) [4].

Core Viewpoint - Netcapital Inc. has experienced a significant increase in share price following the acquisition of Iverson Design LLC, indicating positive market reception to the strategic move [1]. Acquisition Terms - Netcapital acquired Iverson Design's intellectual property portfolio, which includes AI-driven design, animation, and real-time rendering technologies. The acquisition was executed through the issuance of 980,000 shares of common stock [2]. Tokenization Strategy - The CEO of Netcapital emphasized that the acquisition aligns with the company's transition to tokenization and digital asset offerings, enhancing their market position. The integration of AI design capabilities is expected to improve the tokenization experience [3]. Transaction Benefits - The acquisition is anticipated to yield several benefits, including: - AI-assisted design workflows to reduce turnaround time for motion graphics and investor materials - 3D visualization capabilities for showcasing tokenized real-world assets - A reusable library of design files to ensure consistent, high-quality investor-facing content [3]. Trading Metrics, Technical Analysis - Netcapital's stock has shown a decline of 68.47% over the past 12 months, reflecting ongoing weakness. The current market capitalization stands at $4.68 million, with a 52-week high of $8.75 and a low of $0.61. The Relative Strength Index (RSI) is at 36.41, indicating potential caution for investors [4]. Stock Performance - The stock closed at $0.68, marking a 3.20% increase on the day of the announcement. However, Benzinga's Edge Stock Rankings indicate a negative price trend across all time frames for NCPL stock [4][5].