Netcapital Inc. Files S-1 for Securities Registration

TL;DR

Netcapital Inc. filed an S-1, signaling a potential new securities offering.

AI Summary

Netcapital Inc. filed an S-1 registration statement with the SEC on October 10, 2024, to register securities under the Securities Act of 1933. The company, formerly known as ValueSetters Inc. and ValueSetters Corp, is incorporated in Utah and headquartered at 1 Lincoln Street, Boston, MA. Coreen Kraysler is the Chief Financial Officer.

Why It Matters

This S-1 filing indicates Netcapital Inc. is preparing to offer new securities to the public, which could impact its capital structure and stock availability.

Risk Assessment

Risk Level: medium — S-1 filings are standard for new offerings, but the specific details of the offering and the company's financial health will determine the ultimate risk.

Key Numbers

• 333-282590 — SEC File Number (Identifies the specific SEC registration)
• 0001414767 — Central Index Key (Unique identifier for the company in SEC filings)

Key Players & Entities

• Netcapital Inc. (company) — Registrant
• 1 Lincoln Street Boston, MA 02111 (location) — Principal Executive Offices
• Coreen Kraysler (person) — Chief Financial Officer
• ValueSetters Inc. (company) — Former Company Name
• ValueSetters Corp (company) — Former Company Name
• 20140924 (date) — Date of Name Change
• 20071011 (date) — Date of Name Change
• October 10, 2024 (date) — Filing Date

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 purchase
• $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
• $1.53 — rted sale price of our Common Stock was $1.53. This offering will terminate on the

Filing Documents

• forms-1.htm (S-1) — 610KB
• ex5-1.htm (EX-5.1) — 23KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 16KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• forms-1_002.jpg (GRAPHIC) — 99KB
• ex23-1_001.jpg (GRAPHIC) — 6KB
• ex23-1_002.jpg (GRAPHIC) — 4KB
• 0001493152-24-040769.txt ( ) — 811KB

USE OF PROCEEDS

USE OF PROCEEDS 25 DIVIDEND POLICY 25

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 26

DESCRIPTION OF SECURITIES THAT THE SELLING SHAREHOLDERS ARE OFFERING

DESCRIPTION OF SECURITIES THAT THE SELLING SHAREHOLDERS ARE OFFERING 28 PLAN OF DISTRIBUTION 28 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 29 LEGAL MATTERS 30 EXPERTS 30 WHERE YOU CAN FIND MORE INFORMATION 30 INCORPORATION OF DOCUMENTS BY REFERENCE 31 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) common stock purchase warrants (the “May 2024 A-3 Inducement Warrants”), to purchase up to 253,947 shares of Common Stock (the “May 2024 A-3 Inducement Warrant Shares”), at an exercise price of $8.74 per share; issued by us to certain accredited investors on May 29, 2024 pursuant to an inducement offer letter agreement, dated as of May 24, 2024 (the “May 2024 Inducement Letter”); (ii) common stock purchase warrants (the “May 2024 A-4 Inducement Warrants,” together with the May 2024 A-3 Inducement Warrants, the “May 2024 Inducement Warrants”), to purchase up to 253,947 shares of Common Stock (the “May 2024 A-4 Inducement Warrant Shares,” together with the May 2024 A-3 Inducement Warrant Shares, the “May 2024 Inducement Warrant Shares”), 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) common stock purchase warrants (the “May 2024 Placement Agent Warrants”) to purchase up to 19,048 shares of Common Stock (the “May 2024 Placement Agent War

View Full Filing

View this S-1 filing on SEC EDGAR