Netcapital Inc. Files S-1/A Amendment

TL;DR

Netcapital Inc. (NCPL) filed an S-1/A, prepping for a public offering. Keep an eye on this one.

AI Summary

Netcapital Inc. filed an S-1/A amendment on December 6, 2024, for its registration statement. The company, formerly ValueSetters Inc. and ValueSetters Corp, is incorporated in Utah and headquartered in Boston, MA. This filing relates to the proposed sale of securities to the public, with Coreen Kraysler serving as Chief Financial Officer.

Why It Matters

This S-1/A filing indicates Netcapital Inc. is moving forward with plans to offer its securities to the public, which could impact its capital structure and shareholder base.

Risk Assessment

Risk Level: medium — As a registration statement amendment, this filing suggests potential future stock offerings, which can introduce market volatility and dilution risks.

Key Numbers

• 0430 — Fiscal Year End (Indicates the end of the company's financial reporting year.)
• 87-0409951 — IRS Number (Company's Employer Identification Number.)

Key Players & Entities

• Netcapital Inc. (company) — Registrant
• December 6, 2024 (date) — Filing Date
• 1 Lincoln Street Boston, MA 02111 (address) — Principal Executive Offices
• Coreen Kraysler (person) — Chief Financial Officer
• ValueSetters Inc. (company) — Former Company Name
• ValueSetters Corp (company) — Former Company Name
• 333-282590 (registration_number) — SEC Registration Number

FAQ

Key Financial Figures

• $0.001 — ares”) of common stock, par value $0.001 per share (“Common Stock”),
• $8.74 — Shares”), at an exercise price of $8.74 per share; issued by us to certain accr
• $10.93 — wright”), at an exercise price of $10.93 per share pursuant to an engagement let
• $14.10 — Shares”) at an exercise price of $14.10 per share issued by us on December 27,
• $17.62 — lacement agent, at an exercise price of $17.62 per share; (vii) common stock purchas
• $49.34 — Shares”) at an exercise price of $49.34 per share, issued by us to designees of
• $109.40 — lacement agent, at an exercise price of $109.40 per share pursuant to placement agent a
• $98.68 — Shares”) at an exercise price of $98.68 per share, issued by us to designees of
• $292.66 — Shares”) at an exercise price of $292.66 per share, issued by us to designees of
• $5.28 million — gregate gross proceeds of approximately $5.28 million. However, we cannot predict when and in
• $2.12 — rted sale price of our Common Stock was $2.12. This offering will terminate on the
• $5,000 — The Netcapital funding portal charges a $5,000 listing fee and a 4.9% success fee for
• $4,951,435 — ocket costs. We generated revenues of $4,951,435, with costs of service of $108,060, in
• $108,060 — of $4,951,435, with costs of service of $108,060, in the year ended April 30, 2024 for a
• $4,843,375 — ed April 30, 2024 for a gross profit of $4,843,375 (consisting of $3,537,700 in equity sec

Filing Documents

• forms-1a.htm (S-1/A) — 616KB
• ex5-1.htm (EX-5.1) — 23KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 16KB
• ex23-1_001.jpg (GRAPHIC) — 6KB
• ex23-1_002.jpg (GRAPHIC) — 4KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• forms-1_002.jpg (GRAPHIC) — 99KB
• 0001493152-24-049107.txt ( ) — 817KB

USE OF PROCEEDS

USE OF PROCEEDS 23 DIVIDEND POLICY 23

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 24

DESCRIPTION OF SECURITIES THAT THE SELLING SHAREHOLDERS ARE OFFERING

DESCRIPTION OF SECURITIES THAT THE SELLING SHAREHOLDERS ARE OFFERING 26 PLAN OF DISTRIBUTION 26 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 27 LEGAL MATTERS 28 EXPERTS 28 WHERE YOU CAN FIND MORE INFORMATION 28 INCORPORATION OF DOCUMENTS BY REFERENCE 29 i ABOUT THIS PROSPECTUS This prospectus relates to the offer and resale by certain selling shareholders named herein (each, a “Selling Shareholder: and collectively, the “Selling Shareholders” of up to an aggregate of 865,264 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Netcapital Inc. (the “Company”, “we”, “us” or “our”), consisting of shares of Common Stock issuable upon the exercise of: (i) the May 2024 A-3 Inducement Warrants, to purchase up to 253,947 shares of Common Stock, at an exercise price of $8.74 per share; issued by us to certain accredited investors on May 29, 2024 pursuant to the May 2024 Inducement Letter; (ii) the May 2024 A-4 Inducement Warrants, to purchase up to 253,947 shares of Common Stock at an exercise price of $8.74 per share; issued by us to certain accredited investors on May 29, 2024 pursuant to the May 2024 Inducement Letter; (iii) the May 2024 Placement Agent Warrants to purchase up to 19,048 shares of Common Stock issued by us on May 29, 2024 to designees of H.C. Wainwright & Co., LLC, as exclusive placement agent (“Wainwright”), at an exercise price of $10.93 per share pursuant to an engagement letter dated May 22, 2024 between the Company and Wainwright; (iv) the December 2023 A-1 Warrants, to purchase up to 283,752 shares of Common Stock at an exercise price of $14.10 per share issued by us on December 27, 2023 to certain investors in a public offering; (v) the December 2023 A-2 Warrants, to purchase up to 28,386 shares of Common Stock at an exercise price of $8.74 per

Business

Business We provide private companies with access to investments from accredited and non-accredited investors through our online portal located at www.netcapital.com, which is operated by our wholly-owned subsidiary, Netcapital Funding Portal, Inc. The Netcapital funding portal charges a $5,000 listing fee and a 4.9% success fee for capital raised at closing. In addition, the portal generates fees for other ancillary services, such as rolling closes. Netcapital Advisors generates fees and equity stakes from consulting in select portfolio (“Portfolio Companies”) and non-portfolio clients. With respect to its services for Reg A offerings, Netcapital Advisors charges a monthly flat fee for each month the offering is listed on the netcapital.com website as well as a nominal administrative flat fee for each investor that is processed to cover out-of-pocket costs. We generated revenues of $4,951,435, with costs of service of $108,060, in the year ended April 30, 2024 for a gross profit of $4,843,375 (consisting of $3,537,700 in equity securities for payment of services and $1,413,736 in cash-based revenues, offset by $108,060 for costs of services) as compared to revenues of $8,493,985 with costs of service of $85,038 in the year ended April 30, 2023 for a gross profit of $8,408,947 (consisting of $7,105,000 in equity securities for the payment of services and $1,388,985 in cash-based revenues, offset by $85,038 for costs of services). We provided additional servi

View Full Filing

View this S-1/A filing on SEC EDGAR