Netcapital Inc. Files Definitive Proxy Statement

TL;DR

Netcapital Inc. filed its DEF 14A proxy statement. Shareholders vote soon.

AI Summary

Netcapital Inc. filed a definitive proxy statement (DEF 14A) on August 12, 2024. The filing concerns the company's annual meeting and related matters. Netcapital Inc. is headquartered at 1 Lincoln Street, Boston, MA 02111, and its fiscal year ends on April 30.

Why It Matters

This filing provides shareholders with crucial information regarding the company's governance and upcoming decisions, allowing them to make informed voting choices.

Risk Assessment

Risk Level: low — This is a routine filing for a proxy statement, not indicating immediate financial distress or significant new risks.

Key Numbers

• 0001414767 — Central Index Key (Unique identifier for Netcapital Inc. with the SEC.)
• 0430 — Fiscal Year End (Indicates the end of Netcapital Inc.'s financial reporting year.)

Key Players & Entities

• Netcapital Inc. (company) — Registrant
• 1 Lincoln Street, Boston, MA 02111 (location) — Business Address
• ValueSetters Inc. (company) — Former Company Name
• ValueSetters Corp (company) — Former Company Name

FAQ

Filing Documents

• formdef14a.htm (DEF 14A) — 1222KB
• formdef14a_001.jpg (GRAPHIC) — 3KB
• appendixb_001.jpg (GRAPHIC) — 4KB
• proxycard_001.jpg (GRAPHIC) — 463KB
• 0001493152-24-031333.txt ( ) — 1870KB

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 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 25, 2024 TO OUR SHAREHOLDERS: You are cordially invited to attend the Annual Meeting of Shareholders (the “Annual Meeting”) of Netcapital Inc., a Utah corporation (together with its subsidiaries, the “Company,” “Netcapital,” “we,” “us” or “our”), which will be held on September 25, 2024, at 10:30 am ET. The Annual 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 elect five (5) members of the Company’s board directors (the “Board”) to serve for a one-year term to expire at the 2025 annual meeting of shareholders; 2. To ratify the appointment of Fruci & Associates II, PLLC (“Fruci”) as our independent registered public accounting firm for the fiscal year ending April 30, 2025; 3. To approve, by non-binding advisory vote, the resolution approving named executive officer compensation (the “Say on Pay Proposal”); 4. To approve, by non-binding advisory vote, the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation (the “Say When on Pay Proposal”); 5. To approve a proposal to amend and restate the Company’s existing bylaws to, among other things, (i) adequately address the needs of the Company; (ii) streamline the process by which the Company holds annual and special meetings of stockholders; and (iii) update the Bylaws so that they are in line with current industry standards for public companies (the “Bylaw Proposal”); 6. To approve an amendment to the Company’s Articles of Incorporation to authorize 10,000,000 shares of “blank check” Preferred Stock (the “Charter Proposal”); 7. To approve the issuance of common stock purchase warrants and placement agent warrants issued in connection with the Company’s May 2024 warrant inducement 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”); 8. To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”); and 9. Other Proposals – to consider and transact such other business as may properly come before the Annual 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, 2024 is available on request or at www.sec.gov. Our Board unanimously recommends that you vote: “ FOR ” the election of our Board’s director nominees (Proposal 1); “ FOR ” the ratification of the appointment of Fruci as our independent registered public accounting firm for the fiscal year ending April 30, 2025 (Proposal 2); “ FOR ” the approval of the Say on Pay Proposal (Proposal 3); for “ THREE YEARS ” on the preferred frequency the approval of the Say When on Pay Proposal (Proposal 4); “ FOR ” the approval of the Bylaw Proposal (Proposal 5); “ FOR ” the approval of the Charter Proposal (Proposal 6); “ FOR ” the approval of the Warrant Shareholder Approval Proposal (Proposal 7); and “ FOR ” the approval of the Adjournment Proposal (Proposal 8). The Company’s board of directors has fixed the close of bu

View Full Filing

View this DEF 14A filing on SEC EDGAR