NCPL Netcapital Inc

 

 

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 14, 2023

 

NETCAPITAL INC.

(Exact name of registrant as specified in charter)

 

Utah		001-41443		87-0409951
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1 Lincoln Street, Boston, Massachusetts		02111
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (781 925-1700)

 

 

(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 (see General Instruction A.2. below):

 

☐	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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

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 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 14, 2023, Netcapital Inc. (the “Company”) issued a press release announcing financial results for the period ended October 31, 2023. 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 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release dated December 14, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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 thereunto duly authorized.

 

	Netcapital Inc. (Registrant)
	By:	/s/ Coreen Kraysler
	Name:	Coreen Kraysler
	Title:	Chief Financial Officer
Dated December 14, 2023

 

 

 

Exhibit 99.1

 

Netcapital Funding Portal Revenues Increase by More Than 150%

Total Revenues Increase by 15%

 

Management to Host Earnings Call on December 15, 2023, at 10:00 a.m. ET

 

BOSTON, MA – December 14, 2023 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced select financial results for the second quarter of fiscal year 2024 ended October 31, 2023.

 

“It was a strong quarter for our funding portal business, which experienced revenue growth of 151%,” said Martin Kay, CEO of Netcapital Inc. “This was driven by a significant increase in investment dollars closed on the Netcapital funding portal platform during the quarter, helped by the success of several large issuers, including Avadain, a graphene technology company, and EarthGrid PBC, a plasma boring technology company.”

 

Second Quarter Fiscal 2024 Financial Highlights

 

	●	Revenues grew by approximately 15% year-over year to $2.0 million, compared to revenue of $1.8 million in the second quarter of fiscal year 2023.
	●	Funding portal revenues increased approximately 151% year-over-year to $462,706, compared to $184,095 in the second quarter of fiscal 2023.
	●	Diluted earnings per share of $0.04 in the three months ended October 31, 2023, were flat compared to diluted earnings per share of $0.04 for the same period in the prior year.

 

For additional disclosure regarding Netcapital’s operating results, please refer to the Quarterly Report on Form 10-Q for the period ended October 31, 2023, which has been filed with the Securities and Exchange Commission.

 

Conference Call Information

 

The Company will host an investor conference call on Friday, December 15, 2023 at 10:00 a.m. ET.

 

Participant access:	844-985-2012 or 973-528-0138
Conference entry code:	473254

 

For those unable to participate in the live call, a replay will be made available in the Investors section of the Company’s website.

 

 

About Netcapital Inc.

 

Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.

 

The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

 

Investor Contact

 

800-460-0815

ir@netcapital.com

 

 

Netcapital Inc.

Balance Sheets

 

		October 31, 2023				April 30, 2023
		(Unaudited)				(Audited)
Assets:
Cash and cash equivalents		$	528,827			$	569,441
Accounts receivable net			2,899,667				1,388,500
Other receivables			158,873				-
Note receivable			20,000				-
Prepaid expenses			313,058				583,030
Total current assets			3,920,425				2,540,971
Deposits			6,300				6,300
Notes receivable - related parties			202,000				202,000
Purchased technology, net			15,818,635				15,875,297
Investment in affiliate			240,080				240,080
Equity securities at fair value			24,491,821				22,955,445
Total assets		$	44,679,261			$	41,820,093
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
Trade		$	812,908			$	578,331
Related party			75,204				75,204
Accrued expenses			415,603				285,065
Stock subscription payable			10,000				10,000
Deferred revenue			508				661
Interest payable			88,353				98,256
Current taxes payable			-				174,000
Deferred tax liability, net			1,714,000				1,657,000
Related party debt			15,000				15,000
Secured note payable			-				350,000
Current portion of SBA loans			1,885,800				1,885,800
Loan payable - bank			34,324				34,324
Total current liabilities			5,051,700				5,163,641
Long-term liabilities:
Long-term SBA loans, less current portion			500,000				500,000
Total Liabilities			5,551,700				5,663,641
Commitments and contingencies			-				-
Stockholders’ equity:
Common stock, $.001 par value; 900,000,000 shares authorized, 9,459,132 and 6,440,527 shares issued and outstanding			9,459				6,441
Shares to be issued			122,124				183,187
Capital in excess of par value			33,682,137				30,500,944
Retained earnings			5,313,841				5,465,880
Total stockholders’ equity			39,127,561				36,156,452
Total liabilities and stockholders’ equity		$	44,679,261			$	41,820,093

 

 

Netcapital Inc.

Income Statements

(Unaudited)

 

		Three Months Ended				Three Months Ended				Six Months Ended				Six Months Ended
		October 31, 2023				October 31, 2022				October 31, 2023				October 31, 2022
Revenues		$	2,041,658			$	1,778,973			$	3,561,467			$	3,119,546
Costs of services			20,134				36,235				38,187				57,298
Gross profit			2,021,524				1,742,738				3,523,280				3,062,248
Costs and expenses:
Consulting expense			204,734				199,781				368,676				325,392
Marketing			46,731				32,882				288,619				40,662
Rent			18,379				17,187				37,989				34,399
Payroll and payroll related expenses			1,050,835				876,908				2,087,877				1,646,848
General and administrative costs			648,625				280,815				1,436,919				673,112
Total costs and expenses			1,969,304				1,407,573				4,220,080				2,720,413
Operating income (loss)			52,220				335,165				(696,800	)			341,835
Other income (expense):
Interest expense			(10,562	)			(22,978	)			(23,866	)			(59,290	)
Gain on debt conversion			-				-				-				224,260
Amortization of intangible assets			(28,331	)			(21,081	)			(56,662	)			(42,162	)
Unrealized loss on equity securities			-				(8,968	)			-				(8,968	)
Realized loss on sale of investment			-				-				-				(406,060	)
Total other income (expense)			(38,893	)			(53,027	)			(80,528	)			(292,220	)
Net income before taxes			13,327				282,138				(777,328	)			49,615
Income tax expense (benefit)			(326,289	)			99,000				(625,289	)			(198,000	)
Net income (loss)		$	339,616			$	183,138			$	(152,039	)		$	247,615
Basic earnings per share		$	0.04			$	0.04			$	(0.02	)		$	0.07
Diluted earnings per share		$	0.04			$	0.04			$	(0.02	)		$	0.07
Weighted average number of common shares outstanding:
Basic			9,435,491				4,289,802				8,453,349				3,729,174
Diluted			9,435,741				4,290,052				8,453,349				3,729,424

 

v3.23.3

Cover	Dec. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 14, 2023
Entity File Number	001-41443
Entity Registrant Name	NETCAPITAL INC.
Entity Central Index Key	0001414767
Entity Tax Identification Number	87-0409951
Entity Incorporation, State or Country Code	UT
Entity Address, Address Line One	1 Lincoln Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02111
City Area Code	781
Local Phone Number	925-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	NCPL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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