Netcapital Inc. — Regulatory Filings 2024

Nov 27, 2024

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 22, 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

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(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
to Purchase 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. ☐

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Item 8.01. Other Events.

On November 26, 2024, Netcapital Inc. (Nasdaq: NCPL, NCPLW) announced that its wholly owned subsidiary, Netcapital Securities Inc. (“NSI”), has received approval from the Financial Industry Regulatory Authority (“FINRA”) to become a FINRA-member broker-dealer.

This approval allows NSI to:

| ● | Conduct
private placements of securities and referral business; |
| --- | --- |
| ● | Support
companies raising equity capital under Regulation A (“Reg A”) and Regulation
D (“Reg D”); |
| ● | Partner
with other broker-dealers to syndicate deals; and |
| ● | Charge
fees on capital raised under Reg A and Reg D, as well as enter into fee-sharing agreements
with other broker-dealers. |

The FINRA approval positions the Company to support larger fundraises and expand the range of investment opportunities available to its investor base.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

| Exhibit
No. | Description |
| --- | --- |
| 99.1 | Press Release dated November 26, 2024. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |

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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.

| By: | /s/
Coreen Kraysler |
| --- | --- |
| Name: | Coreen
Kraysler |
| Title: | Chief
Financial Officer |
| Dated
November 27, 2024 | |

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