Netcapital Announces Registered Direct Offering Priced at the Market for Up to $5.9 Million

Netcapital has announced a registered direct offering of up to $5.9 million at-the-market under Nasdaq rules. The offering includes $3 million upfront and up to an additional $2.9 million in potential gross proceeds upon the exercise of short-term warrants. The proceeds will be used for repayment of outstanding promissory notes and general working capital purposes. The offering is expected to close on July 17, 2025, subject to customary closing conditions.

Netcapital Inc. (NASDAQ: NCPL, NPCLW), a digital private capital markets ecosystem, has announced a registered direct offering of up to $5.9 million at-the-market under Nasdaq rules. The offering includes $3 million upfront and up to an additional $2.9 million in potential gross proceeds upon the exercise of short-term warrants. The proceeds will be used for repayment of outstanding promissory notes and general working capital purposes. The offering is expected to close on July 17, 2025, subject to customary closing conditions [1].

The company, based in Boston, has entered into definitive agreements for the purchase and sale of 641,712 shares of common stock at a purchase price of $4.675 per share. Concurrently, the company will issue unregistered short-term warrants to purchase up to 641,712 shares of common stock at an exercise price of $4.55 per share. These warrants will be immediately exercisable upon issuance and will expire twenty-four months following the effective date of the registration statement covering the resale of the shares of common stock issuable upon exercise of the unregistered short-term warrants [1].

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering. The gross proceeds to the company from the offering are expected to be approximately $3 million, before deducting placement agent fees and other offering expenses payable by the company. The potential additional gross proceeds to the company from the unregistered short-term warrants, if fully-exercised on a cash basis, will be approximately $2.9 million. No assurance can be given that any of such unregistered short-term warrants will be exercised [1].

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 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). The company's broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA [1].

The common stock described above is being offered by the company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-267921) that was declared effective by the Securities and Exchange Commission (SEC) on October 26, 2022. The offering of the shares of common stock is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com [1].

The unregistered short-term warrants described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered short-term warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the unregistered short-term warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws [1].

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction [1].

References:
[1] Netcapital Inc. (2025). Netcapital Announces Up-To-5-9-Million-Registered-Direct-Offering-Priced-At-The-Market-Under-Nasdaq-50527629. GlobeNewswire. Retrieved from https://www.marketscreener.com/quote/stock/NETCAPITAL-INC-120797967/news/Netcapital-Announces-Up-To-5-9-Million-Registered-Direct-Offering-Priced-At-The-Market-Under-Nasdaq-50527629/