false 0001414767 0001414767 2024-02-23 2024-02-23 0001414767 NCPL:CommonStock0.001ParValuePerShareMember 2024-02-23 2024-02-23 0001414767 NCPL:RedeemableWarrantsExercisableForOneShareOfCommonStockAtExercisePriceOf0.19Member 2024-02-23 2024-02-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): February 23, 2024

 

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)

 

(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 (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
Redeemable warrants exercisable for one share of Common Stock at an exercise price of $0.19   NCPLW   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 5.07 Submission of Matters to a Vote of Security Holders.

 

On February 23, 2024, Netcapital Inc. (the “Company”) held a special meeting of shareholders, (the “Special Meeting”). At the Special Meeting, the Company’s shareholders (i) approved the issuance of common stock purchase warrants and placement agent warrants issued in connection with the Company’s December 2023 public offering, including shares of common stock issuable upon exercise of such common stock purchase warrants and placement agent warrants, in accordance with Nasdaq Listing Rule 5635(d) (the “Warrant Shareholder Approval Proposal”); and (ii) approved the authorization for the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”).

 

Shareholders of record at the close of business on December 26, 2023 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such shareholder. On the Record Date, there were 9,459,132 shares of common stock issued and outstanding, of which 4,768,882 shares of common stock were represented at the Special Meeting, or approximately 50.42% of the total outstanding shares of common stock on the Record Date, which was sufficient to constitute a quorum pursuant to the Company’s Bylaws, and to transact business.

 

Set forth below are the final voting results for each of the proposals:

 

Proposal No. 1 – Warrant Shareholder Approval Proposal

 

The issuance of common stock purchase warrants and placement agent warrants issued in connection with the Company’s December 2023 public offering, including shares of common stock issuable upon exercise of such common stock purchase warrants and placement agent warrants, in accordance with Nasdaq Listing Rule 5635(d) was approved. The voting results were as follows.

 

Votes For   Votes Against   Abstentions
3,417,664   1,017,969   333,249

 

Proposal No. 2 – Adjournment Proposal

 

The authorization for the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals was approved. The voting results were as follows

 

Votes For   Votes Against   Abstentions
3,939,968   760,037   68,877

 

-2-
 

 

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.
     
  By: /s/ Martin Kay
  Name: Martin Kay
  Title: Chief Executive Officer
     
Dated: February 23, 2024    

 

-3-

v3.24.0.1
Cover
Feb. 23, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 23, 2024
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 (782)
Local Phone Number 925-1700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, $0.001 par value per share  
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol NCPL
Security Exchange Name NASDAQ
Redeemable warrants exercisable for one share of Common Stock at an exercise price of $0.19  
Title of 12(b) Security Redeemable warrants exercisable for one share of Common Stock at an exercise price of $0.19
Trading Symbol NCPLW
Security Exchange Name NASDAQ
Netcapital (NASDAQ:NCPL)
Historical Stock Chart
Von Nov 2024 bis Dez 2024 Click Here for more Netcapital Charts.
Netcapital (NASDAQ:NCPL)
Historical Stock Chart
Von Dez 2023 bis Dez 2024 Click Here for more Netcapital Charts.