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].

Core Viewpoint - Netcapital Inc. is accelerating its transformation into a tokenization and digital asset platform through the acquisition of Iverson Design, enhancing its capabilities in AI-powered design and visualization tools [1][3]. Group 1: Acquisition Details - Netcapital acquired the assets of Iverson Design, a creative studio led by Michael Iverson, known for developing motion graphics, 3D product visualization, and immersive digital experiences [2][3]. - As part of the acquisition, Michael Iverson will join Netcapital as Chief Design Director and Head of AI Experience, bringing his expertise in AI-driven design and animation [3]. Group 2: Strategic Importance - The acquisition is positioned as a strategic move to enhance Netcapital's offerings in tokenization, making complex financial concepts more accessible to everyday investors [4]. - The integration of Iverson Design's technologies aims to create visually appealing and understandable tokenization experiences, facilitating fractional ownership of businesses and projects [4]. Group 3: Potential Benefits - The transaction is expected to lead to AI-assisted design workflows that will shorten turnaround times for investor materials and content [7]. - A narrative-driven approach will be adopted to simplify the explanation of tokenization and digital asset concepts for issuers and investors [7]. - The acquisition will also provide 3D visualization and real-time rendering capabilities to showcase tokenized assets effectively [7].

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 ...

Core Insights - Netcapital Inc. reported its financial results for the second quarter of fiscal 2026, highlighting a significant decrease in total revenues compared to the previous year, primarily due to lower funding portal activity [3][9] - The company is expanding its offerings to include cryptocurrency and blockchain financing, aiming to attract new clients and diversify its revenue streams [2][8] - A recent strategic acquisition of Rivetz Corp. is expected to enhance Netcapital's capabilities in the blockchain space, positioning the company for future growth in the tokenized asset market [2][4] Financial Highlights - Total revenues for the second quarter were $51,076, down from $170,528 in the same quarter last year, reflecting a decrease of approximately 70% [9][14] - The operating loss was reported at $2,119,457, slightly improved from a loss of $2,202,431 in the prior-year quarter [9][14] - The net loss per share was ($0.44), compared to ($2.34) in the same period last year, indicating a significant reduction in losses [9][14] Balance Sheet Overview - As of October 31, 2025, cash and cash equivalents increased to $1,684,188 from $289,428 at April 30, 2025 [12] - Total assets rose to $25,439,398 from $20,901,491, indicating a growth in the company's asset base [12][13] - Total liabilities decreased to $4,002,600 from $5,995,767, reflecting improved financial health [12][13] Strategic Initiatives - The company plans to enhance its platform to facilitate online capital raising for private companies through cryptocurrency and blockchain financing [2][8] - The acquisition of Rivetz Corp. is aimed at integrating hardware-based cybersecurity with blockchain services, which is expected to drive long-term growth [4][2]