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 ...

Signs PureWave Hydrogen as Initial Client BOSTON, MA, Jan. 12, 2026 (GLOBE NEWSWIRE) -- Netcapital Inc. (NASDAQ: NCPL, NCPLW), a digital private capital markets ecosystem, today announced that it has engaged its first issuer of tokenized assets. As part of this initiative, Netcapital has commenced work with PureWave Hydrogen Corp. (TSX.V: PWH), a company listed on the TSX Venture Exchange, to structure a securities-based tokenization of hydrogen drilling assets located in the Mid-Continent Kansas shelf. Net ...

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].

Accelerates Transformation into Tokenization and Digital Asset Platform BOSTON, MA, Jan. 06, 2026 (GLOBE NEWSWIRE) -- 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 design and visualization tools. Led by multimedia and AI designer Michael Iverson, the studio develops motion graphics, 3D product visualization, investor presentations, and immersive digital ex ...

Netcapital (NasdaqCM:NCPL) Q2 2026 Earnings Call December 16, 2025 10:00 AM ET Company ParticipantsTodd Oberle - SVP Banking and Vendor StrategiesRick Wheeless - CEOEmily McCallen - Private InvestorCoreen Kraysler - CFOJason Frishman - FounderConference Call ParticipantsNone - AnalystOperatorGood day and welcome to the Netcapital Inc. earnings call. At this time, all participants have been placed on a listen-only mode. The floor will be open for questions and comments following the presentation. It is now m ...

Netcapital (NasdaqCM:NCPL) Q2 2026 Earnings Call December 16, 2025 10:00 AM ET Company ParticipantsTodd Oberle - SVP Banking and Vendor StrategiesRich Wheeless - CEOEmily McCallen - Private InvestorCoreen Kraysler - CFOJason Frishman - FounderConference Call ParticipantsNone - AnalystOperatorGood day and welcome to the Netcapital Inc. earnings call. At this time, all participants have been placed on a listen-only mode. The floor will be open for questions and comments following the presentation. It is now m ...

Netcapital (NasdaqCM:NCPL) Q2 2026 Earnings Call December 16, 2025 10:00 AM ET Speaker4Good day and welcome to the Netcapital Inc. earnings call. At this time, all participants have been placed on a listen-only mode. The floor will be open for questions and comments following the presentation. It is now my pleasure to turn the floor over to your host, Coreen Kraysler. Ma'am, the floor is yours.Speaker5Thank you, Holly. Good morning, everyone, and thank you for joining Netcapital's second quarter fiscal 2026 ...

Exhibit 99.1 "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." ● Total revenues were $51, ...

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 charter) (State or other jurisdiction of incorporation or organization) 1 Lincoln Street Boston MA 02111 (Address ...

Expands offering beyond traditional securitiesEnhanced platform to enable private companies to raise capital on-line utilizing cryptocurrency and blockchain financingNewly appointed CEO Rich Wheeless to host business update conference call tomorrow at 10:00 a.m. ET BOSTON, 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 quar ...