Management to Host Earnings Call on July 30, 2024 at 11 a.m. ET "We saw significant growth in key areas despite a challenging economic environment," said Martin Kay, CEO of Netcapital Inc. "While there were decreases in both top and bottom line, we remain optimistic about the future, particularly with portal fees increasing over 100% during the year." Revenues decreased by approximately 42% year-over-year to $4.9 million, compared to revenue of $8.5 million for full fiscal year 2023. Revenue from portal fee ...

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-41443 Securities registered under Section 12(b) of the Exchange Act: Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging growth company ☐ Indicate by check mark whether any of those error corrections are re ...

Netcapital (NASDAQ:NCPL) stock is taking off on Friday alongside heavy pre-market trading of the fintech company's shares this morning. This has more than 43 million shares of NCPL stock changing hands as of this writing. That's an incredible surge in trading volume compared to the company's daily average of about 2.1 million shares. Investors will note that this movement comes without any clear news from Netcapital. There are no press releases for filings with the Securities and Exchange Commission (SEC) t ...

Netcapital Inc. (NASDAQ:NCPL) Q3 2024 Results Conference Call March 19, 2024 10:00 AM ET Company Participants Coreen Kraysler - Chief Financial Officer Martin Kay - President, CEO & Director Operator Good morning, everyone, and welcome to the Netcapital Inc. Quarterly Earnings Call. [Operator Instructions] It is now my pleasure to turn the floor over to your host, Coreen Kraysler of Netcapital. Coreen, the floor is yours. Coreen Kraysler Thank you so much, Jenny. Good morning, everyone, and thank you for jo ...

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 BOSTON, 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 futur ...

[Cautionary Note Regarding Forward-Looking Statements and Industry Data](index=4&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS%20AND%20INDUSTRY%20DATA) This section provides important disclaimers regarding forward-looking statements and the use of industry data in the report [PART I—FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Financial Statements](index=6&type=section&id=Item%201.%20Financial%20Statements.) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, revenue recognition, debt, equity, and investment valuations for Netcapital Inc. for the periods ended January 31, 2024, and April 30, 2023 [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This statement presents the company's financial position, including assets, liabilities, and equity, at specific points in time Condensed Consolidated Balance Sheets | Metric | January 31, 2024 (Unaudited) | April 30, 2023 (Audited) | | :-------------------------- | :--------------------------- | :----------------------- | | Cash and cash equivalents | $2,172,099 | $569,441 | | Accounts receivable net | $3,701,501 | $1,388,500 | | Total current assets | $6,052,065 | $2,540,971 | | Total assets | $44,135,447 | $41,820,093 | | Total current liabilities | $3,332,646 | $5,163,641 | | Total liabilities | $3,832,646 | $5,663,641 | | Total stockholders' equity | $40,302,801 | $36,156,452 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This statement details the company's revenues, expenses, and net income or loss over specific reporting periods Condensed Consolidated Statements of Operations | Metric | Three Months Ended Jan 31, 2024 | Three Months Ended Jan 31, 2023 | Nine Months Ended Jan 31, 2024 | Nine Months Ended Jan 31, 2023 | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Revenues | $1,042,793 | $2,260,414 | $4,604,260 | $5,379,960 | | Gross profit | $983,918 | $2,256,109 | $4,507,198 | $5,318,357 | | Total costs and expenses | $2,189,075 | $1,685,532 | $6,409,155 | $4,405,945 | | Operating income (loss) | $(1,205,157) | $570,577 | $(1,901,957) | $912,412 | | Net income (loss) | $(2,227,542) | $1,696,499 | $(2,379,581) | $1,944,114 | | Basic earnings (loss) per share | $(0.19) | $0.33 | $(0.25) | $0.46 | | Diluted earnings (loss) per share | $(0.19) | $0.33 | $(0.25) | $0.46 | [Condensed Consolidated Statements of Changes in Stockholders' Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity) This statement outlines the changes in the company's equity accounts, including common stock and retained earnings, over a period Condensed Consolidated Statements of Changes in Stockholders' Equity | Metric | Balance, April 30, 2023 | Balance, January 31, 2024 | | :-------------------------- | :---------------------- | :------------------------ | | Common Stock Shares | 6,440,527 | 17,231,132 | | Common Stock Amount | $6,441 | $17,231 | | Capital in Excess of Par Value | $30,500,944 | $37,077,147 | | Retained Earnings | $5,465,880 | $3,086,299 | | Total Equity | $36,156,452 | $40,302,801 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This statement reports the cash generated and used by the company through its operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows | Metric | Nine Months Ended Jan 31, 2024 | Nine Months Ended Jan 31, 2023 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net income (loss) | $(2,379,581) | $1,944,114 | | Net cash used in operating activities | $(3,565,953) | $(3,414,714) | | Net cash provided by (used in) investing activities | $(20,000) | $200,000 | | Net cash provided by financing activities | $5,188,611 | $4,512,716 | | Net increase in cash | $1,602,658 | $1,298,002 | | Cash and cash equivalents, end of period | $2,172,099 | $1,771,927 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) These notes provide detailed explanations and additional information supporting the condensed consolidated financial statements [Note 1 – Summary of Significant Accounting Policies](index=10&type=section&id=Note%201%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) The financial statements are prepared in accordance with **GAAP** for interim financial information and **SEC rules for Form 10-Q**, using **management estimates** for areas like **revenue recognition**, **equity securities valuation**, and **income taxes**[22](index=22&type=chunk)[23](index=23&type=chunk) The Company applies the **CECL impairment model** for **financial assets**, estimating **expected credit losses** over the **contractual life of instruments**, considering **future economic conditions**, **past events**, and **current conditions**[25](index=25&type=chunk) [Note 2 – Concentrations](index=11&type=section&id=Note%202%20%E2%80%93%20Concentrations) This note discloses significant concentrations of revenue from key customers - For the three months ended January 31, 2024, **one customer accounted for 78% of revenues**. For the nine months ended January 31, 2024, **three customers each constituted 27%**, **24%**, and **24%** of revenues, respectively[28](index=28&type=chunk) [Note 3 – Revenue Recognition](index=11&type=section&id=Note%203%20%E2%80%93%20Revenue%20Recognition) The Company recognizes service revenue from consulting contracts, its funding portal, and game website using the five-step model of ASC 606, identifying performance obligations, determining transaction price, allocating it, and recognizing revenue upon satisfaction of obligations - The Company recognizes **service revenue** from consulting contracts, its **funding portal**, and game website using the **five-step model of ASC 606**, identifying **performance obligations**, determining **transaction price**, allocating it, and recognizing revenue upon satisfaction of obligations[29](index=29&type=chunk) - Revenue from **subscriptions to the game website** is recognized ratably over the contractual term, while **professional services revenue** is recognized over time as services are rendered[32](index=32&type=chunk) Revenues Disaggregated by Source | Revenue Source | Three Months Ended Jan. 31, 2024 | Three Months Ended Jan. 31, 2023 | Nine Months Ended Jan. 31, 2024 | Nine Months Ended Jan. 31, 2023 | | :--------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Consulting services | $862,846 | $2,028,260 | $3,585,213 | $4,784,650 | | Fees from online services | $179,947 | $232,154 | $1,019,047 | $595,310 | | Total revenues | $1,042,793 | $2,260,414 | $4,604,260 | $5,379,960 | [Note 4 – Earnings Per Common Share](index=14&type=section&id=Note%204%20%E2%80%93%20Earnings%20Per%20Common%20Share) This note details the calculation of basic and diluted earnings per common share Earnings (Loss) Per Common Share | Metric | Three Months Ended Jan 31, 2024 | Three Months Ended Jan 31, 2023 | Nine Months Ended Jan 31, 2024 | Nine Months Ended Jan 31, 2023 | | :----------------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Net income (loss) attributable to common stockholders – basic | $(2,227,542) | $1,696,499 | $(2,379,581) | $1,944,114 | | Weighted average common shares outstanding - basic | 11,466,523 | 5,166,299 | 9,457,740 | 4,208,216 | | Earnings (loss) per common share - basic | $(0.19) | $0.33 | $(0.25) | $0.46 | | Earnings (loss) per common share - diluted | $(0.19) | $0.33 | $(0.25) | $0.46 | - **Outstanding vested warrants** (**11,110,932 shares** for 3 months ended Jan 31, 2024) and **options** (**635,146 shares** for 3 months ended Jan 31, 2024) were not included in EPS calculations as their effect was **anti-dilutive**[42](index=42&type=chunk)[43](index=43&type=chunk) [Note 5 – Principal Financing Arrangements](index=15&type=section&id=Note%205%20%E2%80%93%20Principal%20Financing%20Arrangements) This note describes the company's debt obligations and financing agreements Debt Summary | Debt Type | January 31, 2024 | April 30, 2023 | Interest Rate | | :------------------------ | :--------------- | :------------- | :------------ | | Secured lender | $0 | $350,000 | 12.0% | | Notes payable – related parties | $15,000 | $15,000 | 0.0% | | U.S. SBA loan | $500,000 | $500,000 | 3.75% | | U.S. SBA loan | $1,885,800 | $1,885,800 | 1.0% | | Loan payable – bank | $34,324 | $34,324 | 10.9% | | Total Debt | $2,435,124 | $2,785,124 | | | Less: current portion of long-term debt | $1,935,124 | $2,285,124 | | | Total long-term debt | $500,000 | $500,000 | | - The Company fully paid off its **secured lender debt of $350,000** in May 2023[45](index=45&type=chunk) - The **$500,000 SBA loan's** monthly payments are first applied to accrued interest, with principal payments not starting until **2026**, classifying the entire balance as a long-term liability[48](index=48&type=chunk) - The **$1,885,800 SBA loan's** first payment due date has been postponed as the Company applied for forgiveness[49](index=49&type=chunk) [Note 6 – Income Taxes](index=16&type=section&id=Note%206%20%E2%80%93%20Income%20Taxes) This note provides information on the company's income tax expense or benefit and related components Income Tax Expense (Benefit) | Period | Income Tax Expense (Benefit) | | :----------------------------- | :--------------------------- | | Three Months Ended Jan 31, 2024 | $(1,713,999) | | Nine Months Ended Jan 31, 2024 | $(2,339,288) | | Three Months Ended Jan 31, 2023 | $697,000 | | Nine Months Ended Jan 31, 2023 | $499,000 | - The **income tax benefit** for the nine months ended January 31, 2024, includes an **Employee Retention Credit (ERC)** of **$508,292**[51](index=51&type=chunk) [Note 7 – Related Party Transactions](index=16&type=section&id=Note%207%20%E2%80%93%20Related%20Party%20Transactions) This note discloses transactions and balances with related parties - The Company paid Netcapital Systems LLC **$95,000** and **$100,000** for website software use in the three- and nine-month periods ended January 31, 2024, respectively[52](index=52&type=chunk) - Compensation to officers for the nine months ended January 31, 2024, included **$281,689 in stock-based compensation** and **$751,488 in cash salary**, significantly higher than the prior year[55](index=55&type=chunk)[56](index=56&type=chunk) - The Company holds investments in several related parties, including KingsCrowd Inc. (valued at **$513,550**), Deuce Drone LLC (valued at **$2,350,000**, with **$152,000** in notes receivable), Zelgor Inc. (valued at **$1,400,000**), and 6A Aviation Alaska Consortium, Inc. (investment of **$240,080**)[53](index=53&type=chunk)[54](index=54&type=chunk)[58](index=58&type=chunk)[59](index=59&type=chunk) [Note 8 – Stockholders' Equity](index=17&type=section&id=Note%208%20%E2%80%93%20Stockholders%27%20Equity) This note details changes in stockholders' equity, including common stock issuances and warrant activities - As of January 31, 2024, **17,231,132 shares of common stock** were outstanding, compared to **6,440,527 shares** as of April 30, 2023[65](index=65&type=chunk) - The Company completed a **public offering** on December 27, 2023, issuing **4,800,000 common shares**, **11,200,000 prefunded warrants**, and **32,000,000 common warrants** (Series A-1 and A-2) for **gross proceeds of $4 million**[79](index=79&type=chunk) - In January 2024, the Company issued **2,972,000 shares of common stock** from the exercise of **prefunded warrants**[82](index=82&type=chunk) [Note 9 – Fair Value](index=19&type=section&id=Note%209%20%E2%80%93%20Fair%20Value) This note explains the company's fair value measurements and hierarchy for financial instruments - The Company uses a **fair value hierarchy** (**Level 1, 2, 3**) to measure fair value, prioritizing observable inputs and minimizing unobservable inputs[83](index=83&type=chunk)[85](index=85&type=chunk)[86](index=86&type=chunk) [Note 10 – Stock-Based Compensation Plans](index=20&type=section&id=Note%2010%20%E2%80%93%20Stock-Based%20Compensation%20Plans) This note outlines the company's stock-based compensation arrangements and related expenses Stock-Based Compensation Expense | Category | Three Months Ended Jan 31, 2024 | Three Months Ended Jan 31, 2023 | Nine Months Ended Jan 31, 2024 | Nine Months Ended Jan 31, 2023 | | :-------------------------- | :------------------------------ | :------------------------------ | :----------------------------- | :----------------------------- | | Chief Executive Officer | $62,493 | $20,023 | $187,479 | $22,440 | | Chief Financial Officer | $14,914 | $6,179 | $44,742 | $11,012 | | Founder | $14,914 | — | $44,742 | — | | Business consultant | $141,151 | — | $423,453 | — | | Total stock-based compensation expense | $280,522 | $63,057 | $1,044,395 | $128,963 | - **Total stock-based compensation expense** significantly increased to **$1,044,395** for the nine months ended January 31, 2024, from **$128,963** in the prior year[88](index=88&type=chunk)[89](index=89&type=chunk) [Note 11 – Deposits and Commitments](index=21&type=section&id=Note%2011%20%E2%80%93%20Deposits%20and%20Commitments) This note describes the company's significant deposits and contractual commitments - The Company has a **virtual office agreement** for approximately **$6,400 per month**, expiring in March 2025, with a **$6,300 deposit**[90](index=90&type=chunk) [Note 12 – Intangible Assets](index=21&type=section&id=Note%2012%20%E2%80%93%20Intangible%20Assets) This note provides details on the company's intangible assets and their amortization Intangible Assets | Category | January 31, 2024 | April 30, 2023 | | :------------------------ | :--------------- | :------------- | | Acquired users | $14,288,695 | $14,288,695 | | Acquired brand | $583,429 | $583,429 | | Acquired IP and Website | $435,000 | $435,000 | | Professional practice | $556,830 | $556,830 | | Literary works and contracts | $107,750 | $107,750 | | Total intangible assets | $15,971,704 | $15,971,704 | | Less: accumulated amortization | $181,400 | $96,407 | | Net intangible assets | $15,790,304 | $15,875,297 | - **Net intangible assets decreased slightly** to **$15,790,304** as of January 31, 2024, from **$15,875,297** as of April 30, 2023, with a **weighted average remaining useful life of 13.41 years**[92](index=92&type=chunk) [Note 13 – Investments](index=21&type=section&id=Note%2013%20%E2%80%93%20Investments) This note details the company's equity investments and their fair value changes - The Company received **equity securities** from **6 issuers** in the three months ended January 31, 2024, as payment for services rendered on the Netcapital Funding Portal[93](index=93&type=chunk) - An **unrealized loss of $2,696,135** was recognized for the three and nine months ended January 31, 2024, primarily due to a decrease in the value of KingsCrowd Inc. shares from **$1.00 to $0.16 per share**[110](index=110&type=chunk) Summary of Equity Investments | Investment | January 31, 2024 | April 30, 2023 | | :------------------------ | :--------------- | :------------- | | Netcapital Systems LLC | $48,128 | $48,128 | | MustWatch LLC | $440,000 | $440,000 | | Zelgor Inc. | $1,400,000 | $1,400,000 | | ChipBrain LLC | $3,366,348 | $3,366,348 | | Deuce Drone LLC | $2,350,000 | $2,350,000 | | Caesar Media Group Inc. | $1,999,127 | $1,632,752 | | Kingscrowd Inc. | $513,550 | $3,209,685 | | RealWorld LLC | $1,170,000 | — | | Total Investments | $21,844,698 | $22,955,445 | [Note 14 – Going Concern Matters and Realization of Assets](index=24&type=section&id=Note%2014%20%E2%80%93%20Going%20Concern%20Matters%20and%20Realization%20of%20Assets) This note addresses the company's ability to continue as a going concern and the realization of its assets - As of January 31, 2024, the Company had **working capital of $2,719,419**, an **operating loss of $1,901,957**, and **net cash used in operating activities of $3,565,953** for the nine months ended January 31, 2024[116](index=116&type=chunk) - Management has concluded that these conditions raise **substantial doubt about the Company's ability to continue as a going concern** within one year, despite efforts to reduce operating expenses and focus on the funding portal business[117](index=117&type=chunk) - The Company plans to seek additional financing through private placements, public offerings, and/or bank financing, but there is no assurance such funding will be available on acceptable terms[117](index=117&type=chunk) [Note 15 – Subsequent Events](index=25&type=section&id=Note%2015%20%E2%80%93%20Subsequent%20Events) This note discloses significant events that occurred after the balance sheet date - Subsequent to January 31, 2024, the Company issued **1,390,000 shares of common stock** on February 20, 2024, and another **1,390,000 shares** on March 8, 2024, upon the exercise of **Prefunded Warrants**[120](index=120&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) This section provides management's perspective on Netcapital Inc.'s financial condition and operational results, highlighting its fintech business model, recent developments including Nasdaq compliance and public offerings, and a detailed comparison of financial performance for the three and nine months ended January 31, 2024 and 2023, alongside an assessment of liquidity and capital resources [Overview](index=26&type=section&id=Overview) This section provides a general description of the company's business model and operational highlights - **Netcapital Inc. is a fintech company** operating a **scalable technology platform** that enables **private companies to raise capital online** from **accredited and non-accredited investors**, primarily through **Title III, Reg CF, and Regulation A offerings**[126](index=126&type=chunk) - The Company generates fees from listing private companies on its **SEC-registered funding portal** (www.netcapital.com) and from advising companies on **Reg A offerings**. Its subsidiary, **Netcapital Advisors, Inc.**, provides **marketing and strategic advice**, often in exchange for **equity positions or cash fees**[126](index=126&type=chunk)[127](index=127&type=chunk) - For the nine months ended January 31, 2024, the Company generated **$4,604,260 in revenues**, with a **gross profit of $4,507,198**, including **$3,489,013 in equity securities** and **$1,115,247 in cash-based revenues**[128](index=128&type=chunk) - The **Netcapital funding portal closed 36 offerings** in the nine months ended January 31, 2024, compared to **30** in the prior year, and holds **minority equity positions in 25 portfolio companies**[128](index=128&type=chunk) [Recent Developments](index=28&type=section&id=Recent%20Developments) This section outlines key recent events, including Nasdaq compliance and capital raising activities - **Nasdaq granted an extension** until August 26, 2024, for the Company to regain compliance with the **minimum bid price requirement** (**$1.00 per share**), with a **reverse stock split** being a potential option[133](index=133&type=chunk)[134](index=134&type=chunk) - On December 27, 2023, the Company completed a **public offering**, raising **$4 million in gross proceeds** (**$3.37 million net**), by issuing **common stock, prefunded warrants, and Series A-1 and A-2 warrants**[135](index=135&type=chunk) [Results of Operations](index=29&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance by comparing revenues and expenses across different periods [Comparison of the Three Months Ended January 31, 2024 and 2023](index=29&type=section&id=Comparison%20of%20the%20Three%20Months%20Ended%20January%2031%2C%202024%20and%202023) This section compares the company's financial results for the three-month periods ended January 31, 2024 and 2023 - **Revenues decreased by $1,217,621** (**54%**) to **$1,042,793**, primarily due to a **$1,087,654** (**56%**) decrease in **equity-based consulting services** and a **$52,245** (**23%**) decrease in **funding portal revenues**[136](index=136&type=chunk) - **Costs of revenues increased significantly by 1,268%** to **$58,875**, attributed to additional funding portal service costs[137](index=137&type=chunk) - **General and administrative expenses increased by $524,206** (**92%**) to **$1,092,459**, mainly due to **stock-based compensation for professional fees** and increased legal costs[141](index=141&type=chunk) - The Company recognized an **unrealized loss of $2,696,135** on **equity securities**, primarily from a decrease in **KingsCrowd, Inc. value**, contrasting with an **unrealized gain of $1,866,468** in the prior year[143](index=143&type=chunk) [Comparison of the Nine Months Ended January 31, 2024 and 2023](index=30&type=section&id=Comparison%20of%20the%20Nine%20Months%20Ended%20January%2031%2C%202024%20and%202023) This section compares the company's financial results for the nine-month periods ended January 31, 2024 and 2023 - **Revenues decreased by $775,700** (**14%**) to **$4,604,260**, driven by an **$885,987** (**20%**) decrease in **equity-based consulting services** and a **$313,450** (**77%**) decrease in **cash-based consulting revenue**[145](index=145&type=chunk) - **Funding portal revenues increased**, with **portal fees up 152%** (**$375,683**) and **listing fees up 14%** (**$48,040**), due to increased offering activity[145](index=145&type=chunk) - **Marketing expense surged by $256,606** (**400%**) to **$320,817**, aimed at increasing awareness for funding portal operations and attracting new issuers and investors[148](index=148&type=chunk) - **General and administrative expenses rose by $1,288,013** (**104%**) to **$2,529,378**, mainly due to **professional fees, including stock-based compensation**[150](index=150&type=chunk) - An **unrealized loss of $2,696,135** on **equity securities** was recognized, primarily due to the **decline in KingsCrowd, Inc. shares**, compared to an **unrealized gain of $1,857,500** in the prior year[152](index=152&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) This section assesses the company's ability to meet its short-term and long-term financial obligations and fund its operations - As of January 31, 2024, **cash and cash equivalents increased to $2,172,099**, and **working capital improved to $2,719,419**, from **$569,441 cash** and **negative working capital of $2,622,670** at April 30, 2023[154](index=154&type=chunk) - The Company has **successfully raised capital through multiple public offerings**, including a **December 2023 offering** that generated approximately **$3.37 million in net proceeds**[154](index=154&type=chunk)[160](index=160&type=chunk) - Despite recent capital raises, management believes **existing cash and anticipated cash flows may not be sufficient for the next 12 months**, leading to **expense reductions** and continued efforts to **raise additional funds**, which raises **substantial doubt about the Company's ability to continue as a going concern**[161](index=161&type=chunk) [Year over Year Changes](index=32&type=section&id=Year%20over%20Year%20Changes) This section details the year-over-year changes in the company's cash flows from operating, investing, and financing activities - **Net cash used in operating activities** was **$3,565,953** for the nine months ended January 31, 2024, compared to **$3,414,714** in the prior year, primarily influenced by a **net loss**, **receipt of equity in lieu of cash**, and **changes in deferred taxes**[162](index=162&type=chunk) - **Net cash used in investing activities** was **$20,000** in 2024 (**note receivable**), contrasting with **$200,000 provided by investing activities** in 2023 (**sale of KingsCrowd Inc. shares**)[163](index=163&type=chunk) - **Net cash provided by financing activities increased to $5,188,611** in 2024, mainly from **common stock sales**, offset by **debt repayments**[164](index=164&type=chunk) [Item 3. Quantitative and Qualitative disclosures about Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20disclosures%20about%20Market%20Risk.) As a 'smaller reporting company,' Netcapital Inc. is exempt from providing the quantitative and qualitative disclosures about market risk typically required by this Item - The Company is a **'smaller reporting company'** and is **not required to provide quantitative and qualitative disclosures about market risk**[166](index=166&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management, including the Principal Executive Officer and Principal Financial Officer, concluded that the Company's disclosure controls and procedures and internal control over financial reporting were effective as of January 31, 2024, with no material changes in internal controls during the quarter - The **PEO and PFO evaluated and concluded that the Company's disclosure controls and procedures were effective** as of January 31, 2024[167](index=167&type=chunk) - Management assessed and concluded that the Company's **internal control over financial reporting was effective** as of January 31, 2024, based on the **COSO framework**[169](index=169&type=chunk) - There have been **no material changes in internal controls over financial reporting** during the quarter ended January 31, 2024[171](index=171&type=chunk) [PART II—OTHER INFORMATION](index=34&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This part includes disclosures on legal proceedings, risk factors, equity sales, defaults, and other miscellaneous information [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings.) Netcapital Inc. is not currently involved in any litigation that is expected to have a material adverse effect on its financial condition or results of operations - The Company is **not currently involved in any litigation** that is believed to have a **material adverse effect on its financial condition or results of operations**[172](index=172&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item1A.%20Risk%20Factors.) This section updates the risk factors from the Annual Report on Form 10-K, emphasizing the substantial doubt about the Company's ability to continue as a going concern, the ongoing challenge of maintaining Nasdaq listing compliance, and the significant risks associated with holding illiquid and volatile equity securities of early-stage companies - The Company's financial situation, including an **operating loss and negative cash flow from operations**, raises **substantial doubt about its ability to continue as a going concern**[174](index=174&type=chunk) - The Company received an extension until August 26, 2024, to regain compliance with **Nasdaq's minimum bid price requirement of $1.00 per share**, with **potential delisting** if compliance is not met[175](index=175&type=chunk)[176](index=176&type=chunk) - A significant portion of the Company's assets are **illiquid equity securities of early-stage private companies**, subject to **volatility** and potential **material adverse effects** on financial condition due to **valuation changes**, as evidenced by a **$2.7 million unrealized loss on KingsCrowd Inc. shares**[177](index=177&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) The Company reported no unregistered sales of equity securities or use of proceeds for the period - There were **no unregistered sales of equity securities or use of proceeds to report**[178](index=178&type=chunk) [Item 3. Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities.) The Company reported no defaults upon senior securities for the period - There were **no defaults upon senior securities to report**[179](index=179&type=chunk) [Item 4. Mine Safety Disclosures](index=36&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to the Company - This item is **not applicable**[180](index=180&type=chunk) [Item 5. Other Information](index=36&type=section&id=Item%205.%20Other%20Information.) The Company reported no other information for the period - There is **no other information to report**[181](index=181&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits.) This section lists all documents filed as exhibits to the Form 10-Q report - The exhibits include **certifications from the Principal Executive Officer and Principal Financial Officer** (pursuant to **Sections 302 and 906 of Sarbanes-Oxley Act**) and various **Inline XBRL documents**[181](index=181&type=chunk) [Signatures](index=37&type=section&id=Signatures.) This section confirms the official signing and certification of the report by authorized company officers - The report is **signed by Martin Kay, Chairman of the Board and Chief Executive Officer, and Coreen Kraysler, Chief Financial Officer**, on March 18, 2024[183](index=183&type=chunk)[184](index=184&type=chunk)

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, 2023 (781) 925-1700 (Registrant's telephone number, including area code) Not Applicable 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 juris ...

Netcapital (NASDAQ:NCPL) Q1 2024 Earnings Conference Call September 15, 2023 10:00 AM ET Company Participants Coreen Kraysler - Chief Financial Officer Martin Kay - Chief Executive Officer Conference Call Participants Michael Mathison - Singular Research Operator Good day and welcome to the Netcapital First Quarter Earnings Conference Call. At this time, all participants have been placed on a listen-only mode and the floor will be open for questions and comments after the presentation. It is now my pleasure ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 31, 2023 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) Utah 87-0409951 (I.R.S. Employer Identific ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: April 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number: 000-55036 NETCAPITAL INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or ...