Netcapital Inc. Files Definitive Proxy Statement

TL;DR

Netcapital proxy statement filed. Shareholders vote soon.

AI Summary

Netcapital Inc. filed a definitive proxy statement (DEF 14A) on June 7, 2024, for its fiscal year ending April 30, 2024. The company, formerly known as ValueSetters Inc. and ValueSetters Corp, is headquartered at 1 Lincoln Street, Boston, MA 02111. This filing is related to the company's shareholder meeting and voting matters.

Why It Matters

This filing provides shareholders with essential information regarding upcoming votes and company governance, allowing them to make informed decisions about their investment.

Risk Assessment

Risk Level: low — This is a routine regulatory filing (DEF 14A) and does not inherently present new financial risks.

Key Players & Entities

• Netcapital Inc. (company) — Registrant
• ValueSetters Inc. (company) — Former company name
• ValueSetters Corp (company) — Former company name
• 1 Lincoln Street, Boston, MA 02111 (location) — Business and mailing address

FAQ

Key Financial Figures

• $1.00 — g to maintaining a minimum bid price of $1.00 per share. On September 1, 2023, the

Filing Documents

• formdef14a.htm (DEF 14A) — 282KB
• formdef14a_001.jpg (GRAPHIC) — 3KB
• formdef14a_002.jpg (GRAPHIC) — 2KB
• formdef14a_003.jpg (GRAPHIC) — 420KB
• 0001493152-24-023156.txt ( ) — 869KB

From the Filing

DEF 14A 1 formdef14a.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to Section 240.14a-12 NETCAPITAL INC. (Name of Registrant As Specified In Its Charter) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11. NETCAPITAL INC. 1 Lincoln Street, Boston, MA 02111 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD JULY 24, 2024 TO OUR SHAREHOLDERS: You are cordially invited to attend the Special Meeting of Shareholders (the “Special Meeting”) of Netcapital Inc., a Utah corporation (together with its subsidiaries, the “Company,” “Netcapital,” “we,” “us” or “our”), which will be held on July 24, 2024, at 10:30 am ET. The Special Meeting will be a virtual meeting to be held as a listen-only conference call by calling 877-407-3088 (Toll Free). There will not be a physical meeting location. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (toll free) or email, proxy@equitystock.com. The meeting will be held for the following purposes: 1. To approve a proposal to give our board of directors the authority, at its discretion, to file articles of amendment to our articles of incorporation to effect a reverse split of our issued common stock at a ratio that is not less than 1-for-2 and not greater than 1-for-100, without reducing the authorized number of shares of our common stock, with the exact ratio to be selected by our board of directors in its discretion and to be effected, if at all, in the sole discretion of our board of directors at any time following stockholder approval of the amendment to our articles of incorporation and before July 24, 2025 without further approval or authorization of our stockholders (the “Reverse Stock Split Proposal”); 2. To authorize 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”) and 3. Other Proposals – to consider and transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof. A copy of the Annual Report of the Company’s operations during the fiscal year ended April 30, 2023 is available on request or at www.sec.gov . OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “ FOR ” THE REVERSE STOCK SPLIT PROPOSAL, AND THE ADJOURNMENT PROPOSAL. The Company’s board of directors has fixed the close of business on June 4, 2024 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Special Meeting of Shareholders and any adjournment or postponement thereof. Strategic Shareholder Advisor and Proxy Solicitation Agent 200 Broadacres Drive Bloomfield, NJ 07003 North American Toll Free Phone: 1-833-795-8488 Email: NCPL@allianceadvisors.com By Order of the Board of Directors /s/ Martin Kay Name: Martin Kay Title: Chief Executive Officer June 7, 2024 Boston, Massachusetts -2- YOUR VOTE IS IMPORTANT WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, TO ASSURE THAT YOUR SHARES WILL BE REPRESENTED, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE SPECIAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY. -3- PROXY SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 24, 2024 GENERAL INFORMATION ABOUT THE PROXY STATEMENT AND SPECIAL MEETING General Netcapital Inc. (the “Company,” “Netcapital,” “we,” “us,” or “our”), a Utah corporation is providing this proxy statement in connection with the solicitation by the Company’s board of directors (the “Board”) of proxies to be voted at the special meeting (“Special Meeting”) of shareholders to be held virtually at 10:30 am ET on July 24, 2024 as a listen-only conference call by calling 877-407-3088 (Toll Free). There wil

View Full Filing

View this DEF 14A filing on SEC EDGAR