Resurgent Realty Files 13D on Netcapital Inc.

TL;DR

**Resurgent Realty just filed a 13D on Netcapital Inc. Big ownership change incoming.**

AI Summary

On August 12, 2024, Resurgent Realty, Inc., through Jon S. Wheeler, filed a Schedule 13D regarding Netcapital Inc. This filing indicates a change in beneficial ownership of Netcapital Inc. common stock. The filing was made as of August 9, 2024.

Why It Matters

This filing signals a significant change in the ownership structure of Netcapital Inc., potentially impacting its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, which can introduce volatility.

Key Players & Entities

• Resurgent Realty, Inc. (company) — Filing entity
• Jon S. Wheeler (person) — Authorized contact for Resurgent Realty, Inc.
• Netcapital Inc. (company) — Subject company

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti

Filing Documents

• ea0211182-13dresurgent_net.htm (SC 13D) — 68KB
• 0001213900-24-067775.txt ( ) — 70KB

SECURITY AND ISSUER

ITEM 1. SECURITY AND ISSUER This statement relates to the common stock, $0.001 par value per share (“Common Stock”), of Netcapital Inc. (the “Issuer”). The address of the principal executive offices of the Issuer is 1 Lincoln Street, Boston, Massachusetts 02111.

IDENTITY AND BACKGROUND

ITEM 2. IDENTITY AND BACKGROUND This statement is filed by Jon S. Wheeler with respect to the shares of Common Stock beneficially owned by Mr. Wheeler through Resurgent Realty, Inc., a Virginia corporation (“Resurgent”). Mr. Wheeler serves as the Chief Executive Officer and sole Director of Resurgent. The business address of Resurgent is 2101 Parks Avenue, Suite 403, Virginia Beach, VA 23451 . The business address of Mr. Wheeler is 2101 Parks Avenue, Suite 403, Virginia Beach, VA 23451. Mr. Wheeler’s principal employment is commercial real estate development and operation. Resurgent’s is a corporation engaged in the business of commercial real estate development and operation. During the last five years, no reporting person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, no reporting person was a party to a civil proceeding of a judicial administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Mr. Wheeler is a citizen of the United States of America.

SOURCE AND AMOUNT OF FUNDS OR OTHER

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Resurgent purchased the shares of Common Stock referenced herein with its working capital.

PURPOSE OF TRANSACTION

ITEM 4. PURPOSE OF TRANSACTION Resurgent’s purpose in acquiring shares of Common Stock of the Issuer is to profit from the appreciation in the market price of the shares of Common Stock through asserting shareholder rights. Resurgent does not believe the value of the Issuer’s assets is adequately reflected in the current market price of the Issuer’s Common Stock. of the acquisition of securities of the issuer. Describe any plans or proposals which the reporting persons may have which relate to or would result in: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the issuer; 4 (f) Any other material change in the issuer’s business or corporate structure including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by section 13 of the Investment Company Act of 1940; (g) Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the is

INTEREST IN SECURITIES OF THE ISSUER

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Resurgent Realty, Inc. Resurgent beneficially owns an aggregate of 29,000 shares of Common Stock. The percentages used in this filing are calculated based on the number of outstanding shares of Common Stock, 579,445, reported as the number of outstanding shares of Common Stock as of August 2, 2024, as reported in the Issuers Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2024. (a) Aggregate number of shares of Common Stock beneficially owned: 29,000 Percentage: 5.0% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 29,000 3. Sole power to dispose or to direct disposition: 0 4. Shared power to dispose or to direct disposition: 29,000 (c) Within the past 60 days, Resurgent Realty purchased shares of Common Stock as set forth in Schedule A attached hereto and incorporated herein by reference. (d) Because he is the Chief Executive Officer and sole director of Resurgent, Jon S. Wheeler has the power to direct the affairs of Resurgent, including the voting and disposition of the shares of Common Stock held in the name of Resurgent. Therefore, Mr. Wheeler is deemed to share voting and disposition power with Resurgent with regard to those shares of Common Stock. Jon S. Wheeler (a) Aggregate number of shares of Common Stock beneficially owned: 29,000 Percentage: 5.0% (b) 1. Sole power to vote or to direct vote: 0 2. Shared power to vote or to direct vote: 29,000 3. Sole power to dispose or to direct disposition: 0 4. Shared power to dispose or to direct disposition: 29,000 (c) Jon S. Wheeler ha not purchased or sold any shares of Common Stock.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None.

MATERIAL TO BE FILED AS EXHIBITS

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS None. 5 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: August 12, 2024 RESURGENT REALTY, INC. By: /s/ Jon S. Wheeler Title: Chief Executive Officer JON S. WHEELER By: /s/ Jon S. Wheeler Jon S. Wheeler 6 SCHEDULE A Transactions by Resurgent Realty, Inc. The following information does not reflect the 1-for-70 reverse stock split that the Issuer implemented on August 1, 2024. On a post-split basis, Resurgent Realty, Inc. purchased an aggregate of 29,000 shares of the Issuer’s Common Stock. Nature of Transaction Date Number of Securities Price Per Share Total Purchase or Sale Price Purchase of Shares of Common Stock 06/18/2024 100,000 $ 0.0948 $ 9,480.00 Purchase of Shares of Common Stock 06/21/2024 100,000 $ 0.1155 $ 11,550.00 Purchase of Shares of Common Stock 06/26/2024 100,000 $ 0.1172 $ 11,720.00 Purchase of Shares of Common Stock 06/27/2024 100,000 $ 0.1091 $ 10,910.00 Purchase of Shares of Common Stock 06/28/2024 100,000 $ 0.1100 $ 11,000.00 Purchase of Shares of Common Stock 07/02/2024 10,000 $ 0.0982 $ 982.00 Purchase of Shares of Common Stock 07/02/2024 90,000 $ 0.0981 $ 8,829.00 Purchase of Shares of Common Stock 07/08/2024 20,000 $ 0.0997 $ 1,994.00 Purchase of Shares of Common Stock 07/08/2024 80,000 $ 0.0995 $ 7,960.00 Purchase of Shares of Common Stock 07/09/2024 3,332 $ 0.0941 $ 313.54 Purchase of Shares of Common Stock 07/09/2024 12,675 $ 0.094 $ 1,197.79 Purchase of Shares of Common Stock 07/09/2024 83,993 $ 0.0949 $ 7,970.94 Purchase of Shares of Common Stock 07/10/2024 100,000 $ 0.0900 $ 9,000.00 Purchase of Shares of Common Stock 07/11/2024 100,000 $ 0.0898 $ 8,980.00 Purchase of Shares of Common Stock 07/12/2024 88,600 $ 0.0927 $ 8,213.22 Purchase of Sh

View Full Filing

View this SC 13D filing on SEC EDGAR