Core Viewpoint - Netcapital Inc. has entered into definitive agreements for the immediate exercise of certain outstanding warrants, significantly reducing the exercise price, which is expected to generate approximately $487,549 in gross proceeds for the company [1][4]. Group 1: Warrants and Stock Offering - The company will exercise warrants to purchase up to 270,861 shares of common stock at a reduced exercise price of $1.80 per share, down from the original price of $10.85 per share [1]. - In exchange for the immediate exercise of the warrants, the company will issue new unregistered Series A-5 and Series A-6 warrants, allowing the purchase of up to 361,148 and 180,574 shares of common stock, respectively, both at an exercise price of $2.07 per share [3]. - The offering is expected to close around January 13, 2025, subject to customary closing conditions [4]. Group 2: Use of Proceeds - The net proceeds from the offering will be utilized for general working capital purposes [4]. Group 3: Company Overview - Netcapital Inc. is a fintech company that provides a scalable technology platform for private companies to raise capital online and offers private equity investment opportunities to investors [7]. - The company's consulting group, Netcapital Advisors, provides marketing and strategic advice while taking equity positions in select companies [7].

Financial Performance - Revenues decreased 92% year-over-year to $170,528, compared to $2,041,658 in the second quarter of fiscal year 2024[5] - Revenues increased 20% quarter-over-quarter to $170,528, compared to $142,227 in the first quarter of fiscal year 2025[5] - Operating loss of ($2,202,431) in the second quarter of fiscal 2025, compared to operating income of $52,220 for the same period in fiscal 2024[5] - Net loss of approximately ($2,220,501) in the second quarter of fiscal 2025, compared to a net profit of approximately $339,616 for the same period in the prior year[5] - 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[5] Cash and Assets - Cash and cash equivalents as of October 31, 2024, were $1,346,739, an increase from $863,182 as of April 30, 2024[12] - Total assets increased to $41,937,918 as of October 31, 2024, compared to $41,557,306 as of April 30, 2024[12] Liabilities - Total current liabilities increased to $4,031,595 as of October 31, 2024, compared to $3,116,698 as of April 30, 2024[12] Business Development - The company received approval from FINRA to become a FINRA-member broker-dealer, opening new revenue channels[4] - The company plans to leverage its new broker-dealer license to support companies raising capital under Reg A and Reg D offerings[4]

Core Insights - Netcapital Inc. reported a significant year-over-year revenue decrease of 92% to $170,528 for the second quarter of fiscal year 2025, compared to $2,041,658 in the same quarter of the previous year [3] - The company experienced a quarter-over-quarter revenue increase of 20% from $142,227 in the first quarter of fiscal year 2025 [3] - The decrease in revenue year-over-year was primarily attributed to a slowdown in consulting revenue, while the sequential increase was driven by the funding portal business [2] Financial Performance - The operating loss for the second quarter of fiscal year 2025 was ($2,202,431), compared to an operating income of $52,220 in the same quarter of fiscal year 2024 [3] - The net loss for the second quarter of fiscal year 2025 was approximately ($2,220,501), compared to a net profit of approximately $339,616 for the same period in the prior year [3] - Loss per share for the quarter ended October 31, 2024, was ($2.34), compared to earnings per share of $2.52 for the same period in the prior year [3] Cash Position - As of October 31, 2024, the company had cash and cash equivalents of $1,346,739, an increase from $863,182 as of April 30, 2024 [3][9] Strategic Developments - The company’s subsidiary, Netcapital Securities Inc., received approval from FINRA to become a FINRA-member broker-dealer, which is expected to open up new revenue channels [2] - With the new broker-dealer license, the company aims to support capital raising under Reg A and Reg D offerings, facilitate larger fundraises, and establish fee-sharing agreements with other broker-dealers [2] Upcoming Events - The company will host an earnings call on December 17, 2024, at 10:00 a.m. ET to discuss its financial results and future outlook [1][4]

Revenue Performance - Netcapital Inc. generated revenues of $312,755 for the six months ended October 31, 2024, a decrease of approximately 91.2% compared to $3,561,467 for the same period in 2023[141]. - For the three months ended October 31, 2024, revenues decreased by $1,871,130, or approximately 92%, to $170,528 compared to $2,041,658 in the same period in 2023[155]. - Revenues for the six months ended October 31, 2024, decreased by approximately 92% to $312,755 compared to $3,561,467 for the same period in 2023[163]. - Total consulting services revenue was $0 for the six months ended October 31, 2024, compared to $2,626,667 in the same period of 2023[167]. Funding Portal Activity - The total number of offerings closed on the Netcapital funding portal decreased to 63 in fiscal 2024 from 81 in fiscal 2023, with 13 offerings terminating without raising the required minimum amount in 2024[142]. - Funding portal revenues for the three months ended October 31, 2024, were $170,372, down from $462,706 in the same period in 2023, attributed to a decrease in dollars invested in issuers[156]. - Funding portal revenues for the six months ended October 31, 2024, were $312,428, down from $838,562 in the prior year, with investments in funding portal issuers decreasing to $3,023,234 from $10,287,341[165]. Expenses - Payroll and related expenses decreased by $301,134, or approximately 29%, to $749,701 for the three months ended October 31, 2024, due to a reduction in the number of employees[157]. - General and administrative expenses increased by $843,557, or approximately 130%, to $1,492,182 for the three months ended October 31, 2024, primarily due to professional and legal fees related to launching the broker-dealer subsidiary[160]. - General and administrative expenses increased by approximately 100% to $2,872,438 for the six months ended October 31, 2024, primarily due to professional and legal fees related to launching a broker-dealer subsidiary[171]. - Marketing expenses decreased by $34,523, or approximately 74%, to $12,208 for the three months ended October 31, 2024, compared to $46,731 in the same period in 2023[158]. Cash Flow and Financial Position - Cash and cash equivalents as of October 31, 2024, were $1,346,739, with negative working capital of $2,615,585, compared to $863,182 and negative working capital of $2,074,163 as of April 30, 2024[174]. - Net cash used in operating activities amounted to $3,451,087 for the six months ended October 31, 2024, compared to $1,945,814 for the same period in 2023[181]. - Net cash provided by financing activities for the six months ended October 31, 2024, was $3,934,644, consisting of proceeds from the sale of common stock and warrants[184]. Strategic Initiatives - Netcapital Securities Inc. received FINRA approval on November 22, 2024, to operate as a broker-dealer, which is expected to expand revenue opportunities[149]. - The company entered into an At The Market Offering Agreement to sell shares with an aggregate sales price of up to $2,100,000, resulting in gross proceeds of $2,099,667 from the sale of 1,122,693 shares[151]. - The company regained compliance with Nasdaq's continued listing requirements as of August 19, 2024, after maintaining a bid price of $1.00 per share for 10 consecutive business days[152]. - The company plans to continue operating with lower fixed overhead and seeks to raise additional funds through private placements and public offerings due to concerns about meeting working capital requirements[180]. - The company has received FINRA approval to establish a broker-dealer subsidiary effective November 22, 2024, to diversify revenue sources[164].

Core Insights - Netcapital Inc. has received approval from FINRA for its subsidiary, Netcapital Securities Inc., to operate as a FINRA-member broker-dealer [1][2] - The approval allows Netcapital Securities Inc. to engage in private placements of securities and referral business, supporting companies in raising equity capital under Regulation A and Regulation D [2][3] - This development positions Netcapital to facilitate larger fundraises and offer a wider range of investment opportunities to its investor base [3][4] Company Overview - Netcapital Inc. is a fintech company that provides a scalable technology platform for private companies to raise capital online and offers private equity investment opportunities to investors [5] - The company also has a consulting group, Netcapital Advisors, which provides marketing and strategic advice while taking equity positions in select companies [5] - The funding portal, Netcapital Funding Portal, Inc., is registered with the SEC and is a member of FINRA [5]

Financial Performance - Revenue decreased approximately 91% year-over-year to $142,227, compared to $1,519,809 in the first quarter of fiscal year 2024[3] - Total funding portal revenues decreased approximately 62% year-over-year to $142,056, compared to $375,856 in the first quarter of fiscal 2024[3] - Operating loss for the first quarter fiscal 2025 was ($2,508,237), an increase of 235% compared to ($749,020) for the same period in the prior year[3] - Net loss for the first quarter fiscal 2025 was ($2,527,170), an increase of 414% compared to a net loss of ($491,655) for the same period in the prior year[3] - Loss per share increased approximately 11% to ($5.10) compared to ($4.61) for the same period in the prior year[3] Cash and Assets - As of July 31, 2024, the Company had cash and cash equivalents of $855,181[4] - Total assets as of July 31, 2024, were $41,440,970, a slight decrease from $41,557,306 as of April 30, 2024[8] Liabilities - Total current liabilities increased to $3,432,517 as of July 31, 2024, compared to $3,116,698 as of April 30, 2024[8] Business Development - The Company announced the launch of a beta version of a secondary trading platform through Templum ATS in July 2024[2] - Netcapital Securities Inc. applied for broker-dealer registration with FINRA to expand revenue opportunities[2]

Management to Host Earnings Call on September 17, 2024 at 11:00 a.m. ET BOSTON, MA, Sept. 16, 2024 (GLOBE NEWSWIRE) -- 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 ...

BOSTON, MA, Sept. 06, 2024 (GLOBE NEWSWIRE) -- Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the "Company"), a digital private capital markets ecosystem, announced today that Martin Kay, CEO, will present virtually at the H.C. Wainwright 26th Annual Global Investment Conference being held in New York, NY, from September 9 – 11th, 2024. Conference Details Presentation Date/Time: On demand - September 9th at 7:00 A.M. ET Location: Lotte Palace Hotel and Virtually Registration: Available on the conference website. 1x ...

The Reverse Stock Split was approved by the Company's shareholders at the Company's Special Meeting of Shareholders, held on July 24, 2024, with the final ratio to be determined by the Board. The Company has filed an amendment to its Articles of Incorporation (the "Charter") to implement the Reverse Stock Split as of the Effective Time. The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 per share bid price req ...

The Reverse Stock Split was approved by the Company's shareholders at the Company's Special Meeting of Shareholders, held on July 24, 2024, with the final ratio to be determined by the Board. The Company has filed an amendment to its Articles of Incorporation (the "Charter") to implement the Reverse Stock Split as of the Effective Time. The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 per share bid price req ...