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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
     
FORM 8-K
 
CURRENT REPORT
     
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
     
Date of Report (Date of earliest event reported): December 9, 2022
     
Netcapital Inc.
(Exact name of registrant as specified in its charter)
     
Utah 001-41443 87-0409951
(State or other jurisdiction of incorporation) (Commission File No.) (I.R.S. Employer Identification No.)
     
State Street Financial Center, 1 Lincoln Street, Boston, Massachusetts 02111
(Address of principal executive offices)     (Zip Code)
     
782-925-1700
(Registrant's telephone number, including area code)
   Not Applicable  
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   NCPL   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

 

 

 
 

 

Item 2.02. Results of Operations and Financial Condition.

 

On December 12, 2022, Netcapital Inc. (the “Company”) issued a press release announcing financial results for the period ended October 31, 2022. The text of the press release is furnished as Exhibit 99.1 to this current report.

 

The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

Item 3.02 Unregistered Sale of Equity Securities

 

In connection with the Asset Purchase Agreement referred to under Item 8.01 below, we issued 300,000 shares of our common stock to Nantascot LLC, a Delaware limited liability company in consideration of our purchase of assets related to their One-On-One interactive video platform between athletes and fans. We did not receive any proceeds from this issuance. The issuance was exempt under Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Item 8.01 Other Information

 

On December 9, 2022, we entered into an Asset Purchase Agreement with Nantascot, LLC, a Delaware limited liability company under which we purchased all assets related to their One-On-One interactive video platform between athletes and fans. The assets acquired consisted of (i) all intellectual property, source code, logo and domain names 1ON1.FANS and ONEONONE.FANS, associated goodwill and other rights , remedies against infringement of and rights to protection of interests in intellectual property; (ii) all books, records and other printed or written materials related to this business and (iii) all rights to causes of actions, lawsuits, judgments indemnities, claims and demands of any nature in favor of seller relating to the business. We agreed to assume all liabilities of seller resulting from or relating to this business arising after the closing.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Press Release dated December 12, 2022.
     

 

 
 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Netcapital Inc.
  (Registrant)
     
Date: December 13, 2022 By: /s/ Cecilia Lenk
    Cecilia Lenk
    Chief Executive Officer

 

 

 

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