Netcapital Inc. Files S-1 Registration Statement

TL;DR

Netcapital Inc. just filed an S-1, looks like they're gearing up for a public offering.

AI Summary

Netcapital Inc. filed an S-1 registration statement with the SEC on August 19, 2025, for an unspecified offering. 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 securities to the public, which could lead to significant changes in its capital structure and market presence.

Risk Assessment

Risk Level: medium — As an S-1 filing, it signifies a potential public offering, which inherently carries market and regulatory risks for investors.

Key Numbers

• 333-289711 — SEC File Number (Identifies the specific SEC registration)
• 251231781 — Film Number (Internal SEC processing number)

Key Players & Entities

• Netcapital Inc. (company) — Registrant
• August 19, 2025 (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

FAQ

Key Financial Figures

• $0.001 — ares”) of common stock, par value $0.001 per share (“Common Stock”),
• $2.07 — Shares”), at an exercise price of $2.07 per share; issued by us to certain accr
• $2.25 — wright”), at an exercise price of $2.25 per share pursuant to an engagement let
• $2.03 — Shares”), at an exercise price of $2.03 per share; issued by us to certain accr
• $6.88 — res #1”), at an exercise price of $6.88 per share; issued by us to certain accr
• $4.55 — Shares”), at an exercise price of $4.55 per share; issued by us to certain accr
• $8.75 — Agent”), at an exercise price of $8.75 per share and (ix) common stock purch
• $5.8438 — lacement Agent, at an exercise price of $5.8438 per share. For purposes of this prosp
• $9.21 million — gregate gross proceeds of approximately $9.21 million. However, we cannot predict when and in
• $1.985 — rted sale price of our Common Stock was $1.985. This offering will terminate on the

Filing Documents

• forms-1.htm (S-1) — 577KB
• ex5-1.htm (EX-5.1) — 25KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 23KB
• forms-1_001.jpg (GRAPHIC) — 11KB
• forms-1_002.jpg (GRAPHIC) — 68KB
• forms-1_003.jpg (GRAPHIC) — 5KB
• ex23-1_001.jpg (GRAPHIC) — 6KB
• ex23-1_002.jpg (GRAPHIC) — 4KB
• 0001641172-25-024829.txt ( ) — 882KB
• ex107_htm.xml (XML) — 5KB

RISK FACTORS

RISK FACTORS 12 JUNE 2025 PRIVATE PLACEMENT 13 JANUARY 2025 WARRANT INDUCEMENT 13 MARCH 2025 WARRANT INDUCEMENT 13 JULY 2025 REGISTERED DIRECT OFFERING AND CONCURRENT PRIVATE PLACEMENT #1 14 JULY 2025 REGISTERED DIRECT OFFERING AND CONCURRENT PRIVATE PLACEMENT #2 14 SELLING SHAREHOLDERS 15

USE OF PROCEEDS

USE OF PROCEEDS 19 DIVIDEND POLICY 19

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 19 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 21

DESCRIPTION OF SECURITIES THAT THE SELLING SHAREHOLDERS ARE OFFERING

DESCRIPTION OF SECURITIES THAT THE SELLING SHAREHOLDERS ARE OFFERING 23 PLAN OF DISTRIBUTION 23 DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITY 25 LEGAL MATTERS 25 EXPERTS 25 WHERE YOU CAN FIND MORE INFORMATION 25 INCORPORATION OF DOCUMENTS BY REFERENCE 26 i ABOUT THIS PROSPECTUS This prospectus relates to the offer and resale of up to an aggregate of 1,879,090 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 (A) 118,750 shares of Common Stock (the “June 2025 Shares”) issued by us to certain accredited investors in a private placement transaction pursuant to a subscription agreement dated June 10, 2025 (the “June 2025 Purchase Agreement”) and (B) up to 1,760,340 shares of Common Stock issuable upon the exercise of: (i) common stock purchase warrants (the “A-5 Inducement Warrants”), to purchase up to 114,068 shares of Common Stock (the “A-5 Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 pursuant to an inducement offer letter agreement, dated as of January 9, 2025 (the “January 2025 Inducement Letter”); (ii) common stock purchase warrants (the “A-6 Inducement Warrants”), to purchase up to 9,144 shares of Common Stock (the “A-6 Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 pursuant to the January 2025 Inducement Letter; (iii) common stock purchase warrants (the “January 2025 Placement Agent Warrants”) to purchase up to 20,315 shares of Common Stock (the “January 2025 Placement Agent Warrant Shares”) issued by us on January 13, 2025 to designees of H.C

View Full Filing

View this S-1 filing on SEC EDGAR