NCPL Netcapital Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 29, 2024

 

NETCAPITAL INC.

(Exact name of registrant as specified in charter)

 

Utah		001-41443		87-0409951
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1 Lincoln Street, Boston, Massachusetts		02111
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: (781) 925-1700

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		NCPL		The Nasdaq Stock Market LLC
Warrants exercisable for one share of Common Stock		NCPLW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company ☐.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 3.03 – Material Modification to Rights of Security Holders.

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On July 29, 2024, Netcapital Inc. (the “Company”) filed articles of amendment (the “Articles of Amendment”) to the Company’s Articles of Incorporation, as amended, with the Utah Department of Commerce, Division of Corporations and Commercial Code to effectuate a 1-for-70 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (“Common Stock”), which Articles of Amendment became effective on August 1, 2024. The Reverse Stock Split was previously approved by the Company’s board of directors and authorized by the Company’s shareholders at the Company’s special meeting of shareholders. The Reverse Stock Split became effective at 4:01p Eastern Time on August 1, 2024, and the Common Stock began trading on a split-adjusted basis at the open of trading on The Nasdaq Capital Market on August 2, 2024 under new CUSIP number 64113L202 and continues to trade on The Nasdaq Capital Market under the existing symbol “NCPL”.

 

Upon effectiveness of the Reverse Stock Split, every seventy (70) shares of Common Stock issued and outstanding were automatically reclassified and combined into one share of Common Stock, without any change in the par value per share. Following the Reverse Stock Split, the Company had approximately 579,445 issued and outstanding shares of Common Stock (subject to adjustment on account of any additional shares issued in respect of fractional shares resulting from the Reverse Stock Split).

 

Additionally, equitable adjustments corresponding to the Reverse Stock Split ratio were made (i) the exercise prices of and number of shares of Common Stock underlying the Company’s public and private warrants in accordance with their terms, (ii) the number of shares of Common Stock underlying the Company’s outstanding equity awards in accordance with their terms, and (iii) the number of shares of Common Stock issuable under the Company’s equity incentive plan. No fractional shares were issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share instead became entitled to receive one whole share of Common Stock in lieu of such fractional share.

 

The foregoing descriptions of the Reverse Stock Split and the Articles of Amendment do not purport to be complete and are qualified in their entirety by reference to the complete text of the Articles of Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

 

Item 8.01 Other Events.

 

On July 30, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
3.1		Articles of Amendment dated July 29, 2024
99.1		Press Release dated July 30, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Netcapital Inc. (Registrant)
	By:	/s/ Martin Kay
	Name:	Martin Kay
	Title:	Chief Executive Officer
Dated August 2, 2024

 

 

 

Exhibit 3.1

 

State of Utah DEPARTMENT OF COMMERCE Division of Corporations & Commercial Code Articles of Amendment to Articles of Incorporation (Profit)

 

Entity Number: 866715-0142

 

Non-Refundable Processing Fee: $37.00

 

Pursuant to UCA § 16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the Utah Division of Corporations for filing, and states as follows:

 

1. The name of the corporation is: Netcapital Inc.

 

2. The date the following amendment(s) was adopted: July 24, 2024

 

3. If changing the corporation name, the new name of the corporation is:

 

4. The text of each amendment adopted (include attachment if additional space needed):

 

The Articles of Incorporation are hereby amended by revising Article IV to include a new Article IV-C as set forth on Annex A attached hereto.

 

5. If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:

 

6. Indicate the manner in which the amendment(s) was adopted (mark only one):

 

		Adopted by Incorporators or Board of Directors - Shareholder action not required.
X		Adopted by Shareholders - Number of votes cast for amendment was sufficient for approval.

 

7. Delayed effective date (if not to be effective upon filing) 08/01/2024 (MM-DD-YYYY not to exceed 90 days)

 

Under penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge and belief, true, correct and complete.

 

By:	/s/ Martin Kay
Title:	Chief Executive Officer

 

Date: 07/29/2024

 

Under GRAMA {63G-2-201}, all registration information maintained by the Division is classified as public record. For confidentiality purposes, you may use the business entity physical address rather than the residential or private address of any individual affiliated with the entity.

 

Mailing/Faxing. Information:www.corporations.utah.gov/contactus.html Division’s website:www.corporations.utah.gov

 

 

ANNEX A

 

The Articles of Incorporation are hereby amended by revising Article IV to include a new Section C as follows:

 

“ARTICLE IV-C

 

Reverse Stock Split. Effective at 4:01 p.m. Eastern Time (the “Effective Time”) on the effective date of the articles of amendment adding this Section C to Article FOURTH of the articles of incorporation of the corporation (the “Effective Date”), every seventy (70) shares of Common Stock issued and outstanding or held by the corporation in treasury stock, in each case immediately prior to the Effective Time, shall automatically be combined and reclassified into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by the corporation or the holder thereof (the “Reverse Split”); provided, however, that if the Reverse Split would result in any holder of Common Stock having a number of shares of Common Stock that is, in the aggregate, less than one (1) share (a “Fractional Share”), such holder shall be entitled to receive a whole share of Common Stock in lieu of a Fractional Share. The Reverse Split shall have no effect on the number of authorized shares of Common Stock or the par value per share thereof.”

 

 

 

Exhibit 99.1

 

 

 

Netcapital Announces 1-for-70 Reverse Stock Split

 

BOSTON, MA – July 30, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced today announced that the Company’s board of directors (the “Board”) approved a reverse stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-70 (the “Reverse Stock Split Ratio”). The Reverse Stock Split is expected to become effective immediately after the close of trading on the Nasdaq Capital Market (the “Nasdaq”) on August 1, 2024 (the “Effective Time”), and the Company’s Common Stock is expected to begin trading on the Nasdaq on a split-adjusted basis at the opening of trading on August 2, 2024, under the existing ticker symbol “NCPL”, new CUSIP number 64113L202. The Company’s publicly traded warrants will continue to be traded on the Nasdaq under the existing ticker symbol “NCPLW” and existing CUSIP number.

 

The Reverse Stock Split was approved by the Company’s shareholders at the Company’s Special Meeting of Shareholders, held on July 24, 2024, with the final ratio to be determined by the Board. The Company has filed an amendment to its Articles of Incorporation (the “Charter”) to implement the Reverse Stock Split as of the Effective Time. The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 per share bid price requirement set forth in Nasdaq’s listing rules for continued listing on the Nasdaq.

 

At the Effective Time, every seventy (70) shares of Common Stock issued and outstanding or held as treasury stock will be automatically combined and converted into one share of Common Stock. Once effective, the Reverse Stock Split will reduce the current number of issued and outstanding shares of Common Stock from approximately 40.54 million to approximately 0.58 million. The total number of shares of Common Stock authorized for issuance under the Charter, and the par value per share of Common Stock will not change.

 

Equitable adjustments will be made to the number of shares of the Common Stock issuable upon exercise of the Company’s equity awards, and warrants and the number of shares issuable under the Company’s equity incentive plans, as well as the applicable exercise prices for such equity awards and warrants, in accordance with their terms.

 

No fractional shares will be issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share will instead be entitled to receive one whole share of Common Stock in lieu of such fractional share.

 

Equity Stock Transfer LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered shareholders who hold shares of Common Stock in uncertificated form are not required to take any action to receive post-reverse split shares and holders of certificated shares will receive instructions from the Equity Stock Transfer LLC. Shareholders owning shares through an account at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.

 

 

Additional information about the Reverse Stock Split can be found in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 7, 2024, which is available free of charge at the SEC’s website at www.sec.gov, and on the Company’s website Investor Relations website at netcapitalinc.com/#Investors.

 

About Netcapital Inc.

 

Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.

 

Forward Looking Statements

 

The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

 

Investor Contact

 

800-460-0815

ir@netcapital.com

 

 

v3.24.2.u1

Cover	Jul. 29, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2024
Current Fiscal Year End Date	--04-30
Entity File Number	001-41443
Entity Registrant Name	NETCAPITAL INC.
Entity Central Index Key	0001414767
Entity Tax Identification Number	87-0409951
Entity Incorporation, State or Country Code	UT
Entity Address, Address Line One	1 Lincoln Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02111
City Area Code	(781)
Local Phone Number	925-1700
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock, par value $0.001 per share [Member]
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	NCPL
Security Exchange Name	NASDAQ
Warrant [Member]
Title of 12(b) Security	Warrants exercisable for one share of Common Stock
Trading Symbol	NCPLW
Security Exchange Name	NASDAQ

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