Netcapital Inc.

Previous wording

Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online from accredited and non-accredited investors. We give investors the opportunity to access investments in private companies. We believe our model is disruptive to traditional private equity investing and is based on Title III, Reg CF of the JOBS Act. In addition, we have recently expanded our model to include Regulation A (“Reg A”) offerings. We generate fees from listing private companies on our funding portal located at www.netcapital.com. We generate fees from listing private companies on netcapital.com. We also generate fees from advising companies with respect to their Reg A offerings posted on www.netcapital.com. Our consulting group, Netcapital Advisors, Inc. (Netcapital Advisors), which is a wholly-owned subsidiary, provides marketing and strategic advice in exchange for equity positions and cash fees. The Netcapital funding portal is registered with the SEC, is a member of the Financial Industry Regulatory Authority, or FINRA, a registered national securities association, and provides investors with opportunities to invest in private companies. Neither Netcapital Advisors, nor any Netcapital entity or subsidiary, is a broker- dealer, nor do any of such entities operate as a broker-dealer with respect to any Reg A offering listed on the www.netcapital.com website.

Current wording

Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online from accredited and non-accredited investors. We give investors the opportunity to access investments in private companies. We believe our model is disruptive to traditional private equity investing and is based on Title III, Reg CF of the JOBS Act. In addition, we have recently expanded our model to include Regulation A (“Reg A”) offerings. We generate fees from listing private companies on our funding portal located at www.netcapital.com. We also generate fees from advising companies with respect to their Reg A offerings posted on www.netcapital.com. Our consulting group, Netcapital Advisors, Inc. (Netcapital Advisors), which is a wholly-owned subsidiary, provides marketing and strategic advice in exchange for equity positions and cash fees. The Netcapital funding portal is registered with the SEC, is a member of the Financial Industry Regulatory Authority, or FINRA, a registered national securities association, and provides investors with opportunities to invest in private companies. Neither Netcapital Advisors, nor any Netcapital entity or subsidiary, is a broker- dealer, nor do any of such entities operate as a broker-dealer with respect to any Reg A offering listed on the www.netcapital.com website.

Previous wording

We generated revenues of $312,755, with costs of service of $30,001, in the six months ended October 31, 2024 for a gross profit of $282,754 in the six months ended October 31, 2024 as compared to revenues of $3,561,467, with costs of service of $38,187, in the six months ended October 31, 2023, for a gross profit of $3,523,280 (consisting of $2,626,667 in equity securities from Portfolio Companies for payment of services).

Current wording

We generated revenues of $465,437, with costs of service of $37,156, in the nine months ended January 31, 2025 for a gross profit of $428,281 in the nine months ended January 31, 2025 as compared to revenues of $4,604,260, with costs of service of $97,062, in the nine months ended January 31, 2024 for a gross profit of $4,507,198 (consisting of $3,489,013 in equity securities for payment of services and $1,115,247 in cash-based revenues, offset by $97,062 for costs of services) in the nine months ended January 31, 2024.

Previous wording

The total number of offerings on the Netcapital funding portal in fiscal 2024 and 2023 that closed was 63 and 81, respectively, of which 13 and 17 offerings hosted on the Netcapital funding platform in fiscal 2024 and 2023, respectively terminated their listings without raising the required minimum amount of capital. For the three- and six-months periods ended October 31, 2024, 13 and 26 issuers have launched an offering on the portal, respectively, as compared to 16 and 37 issuers that launched an offering in the three- and six-month periods ended October 31, 2023, respectively. As of the date of this report, we have minority equity positions in 19 Portfolio Companies that have utilized the funding portal to facilitate their offerings, which equity was received as payment for services.

Current wording

The total number of offerings on the Netcapital funding portal in fiscal 2024 and 2023 that closed was 63 and 81, respectively, of which 13 and 17 offerings hosted on the Netcapital funding platform in fiscal 2024 and 2023, respectively terminated their listings without raising the required minimum amount of capital. For the three- and nine-month periods ended January 31, 2025, 6 and 32 issuers have launched an offering on the portal, respectively, as compared to 27 and 64 issuers that launched an offering in the three- and nine-month periods ended January 31, 2024, respectively. As of the date of this report, we have minority equity positions in 20 Portfolio Companies that have utilized the funding portal to facilitate their offerings, which equity was received as payment for services.

Previous wording

On August 23, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with Wainwright to sell shares of our common stock, par value $0.001 per share, (the “Shares”) having an aggregate sales price of up to $2,100,000, from time to time, through an “at the market offering” program under which Wainwright acted as sales agent. The sales of the Shares made under the ATM Agreement were made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We paid Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares. From August 23, 2024 through October 29, 2024, the Company sold 1,122,693 shares of its common stock pursuant to the ATM Agreement for gross proceeds of 2,099,667. No additional Shares will be sold under this ATM Agreement. Net proceeds amounted to approximately $2,029,000.

Current wording

On August 23, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with Wainwright to sell shares of our common stock, par value $0.001 per share, (the “Shares”) having an aggregate sales price of up to $2,100,000, from time to time, through an “at the market offering” program under which Wainwright acted as sales agent. The sales of the Shares made under the ATM Agreement were made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We paid Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares. From August 23, 2024 through October 29, 2024, the Company sold 1,122,693 shares of its common stock pursuant to the ATM Agreement for gross proceeds of 2,099,667. No additional Shares will be sold under this ATM Agreement. Net proceeds amounted to approximately $1,979,000.

Previous wording

Our revenues for the three months ended October 31, 2024, decreased by $1,871,130, or approximately 92%, to $170,528, as compared to $2,041,658 during the three months ended October 31, 2023. The decrease in revenues was attributed to the lack of consulting service revenue in the quarter ended October 31, 2024, as compared to revenue of $1,516,667 for consulting services for equity securities and $62,000 for consulting revenue in the three months ended October 31, 2023. In fiscal 2025, management has focused on establishing a broker-dealer subsidiary so that the Company may have additional sources of revenue, and we have not been pursuing the equity-based revenue contracts. Effective November 22, 2024, the Company received approval from FINRA to have a broker-dealer subsidiary.

Current wording

Our revenues for the three months ended January 31, 2025, decreased by $890,111, or approximately 85%, to $152,682, as compared to $1,042,793 during the three months ended January 31, 2024. The decrease in revenues was attributed to the lack of consulting service revenue for equity securities in the quarter ended January 31, 2025, as compared to revenue of $862,346 for consulting services for equity securities in the three months ended January 31, 2024. In fiscal 2025, management has focused on establishing a broker-dealer subsidiary so that the Company may have additional sources of revenue, and we have not been pursuing the equity-based revenue contracts. Effective November 22, 2024, the Company received approval from FINRA to have a broker-dealer subsidiary. No revenues have been generated by the newly formed broker-dealer subsidiary.

Previous wording

In the three months ended October 31, 2024, we recorded $170,372 in funding portal revenues, consisting of portal fees of $108,124, listing fees of $47,500, and equity fees of $14,748, as compared to funding portal revenues of $462,706 in the three months ended October 31, 2023, consisting of portal fees of $317,206, listing fees of $145,500 and equity fees of $0. The decrease in revenues was primarily attributed to a decrease in dollars invested in issuers listed on the funding portal, which decreased to $2,052,547 from the quarter ended October 31, 2024 from $6,288,508 for the quarter ended October 31, 2023. In the three months ended October 31, 2024, dollars invested were approximately one-third of the dollars invested in the three months ended October 31, 2023. New offerings launched amounted to 13 issuers in the three months ended October 31, 2024, as compared to 16 issuers in the three months ended October 31, 2023. The components of revenue were as follows:

Current wording

In the three months ended January 31, 2025, we recorded $152,393 in funding portal revenues, consisting of portal fees of $100,074, listing fees of $37,500, and equity fees of $14,819, as compared to funding portal revenues of $179,588 in the three months ended January 31, 2024, consisting of portal fees of $84,548, listing fees of $95,040 and equity fees of $0. The decrease in revenues was primarily attributed to a decrease in the number of new issuers launching an offering on the funding portal, which decreased to 6 in the quarter ended January 31, 2025, from 27 for the quarter ended January 31, 2024. The components of revenue were as follows:

Previous wording

Costs of revenues decreased by $353 to $19,781, or approximately 2% for the three months ended October 31, 2024 from $20,134 during the three months ended October 31, 2023. The decrease was attributed to lower revenues.

Current wording

Costs of revenues decreased by $51,720 to $7,155, or approximately 88% for the three months ended January 31, 2025 from $58,875 during the three months ended January 31, 2024. The decrease was attributed to lower revenues.

Previous wording

Payroll and payroll related expenses decreased by $301,134, or approximately 29%, to $749,701 for the three months ended October 31, 2024, as compared to $1,050,835 during the three months ended October 31, 2023. The decrease was attributed to a decrease in the number of employees. As employees left the Company, given our decrease in revenues, we did not replace them.

Current wording

Payroll and payroll related expenses decreased by $54,493, or approximately 6%, to $815,024 for the three months ended January 31, 2025, as compared to $869,517 during the three months ended January 31, 2024. The decrease was attributed to a decrease in the number of employees. As employees left the Company, given our decrease in revenues, we did not replace them.

Previous wording

Marketing expense decreased by $34,523, or approximately 74%, to $12,208 for the three months ended October 31, 2024, as compared to $46,731 during the three months ended October 31, 2023. The decrease in expense was primarily attributed to a decrease in marketing outlets that we utilized in the three months ended October 31, 2024.

Current wording

Marketing expense decreased by $19,311, or 60%, to $12,887 for the three months ended January 31, 2025, as compared to $32,198 during the three months ended January 31, 2024. The decrease in expense was primarily attributed to a decrease in marketing outlets that we utilized in the three months ended January 31, 2025.

Previous wording

Rent expense increased by $1,063, or approximately 6%, to $19,442 for the three months ended October 31, 2024, as compared to $18,379 during the three months ended October 31, 2023. The increase was primarily attributed to general inflationary costs.

Current wording

Rent expense increased by $634, or approximately 3%, to $20,178 for the three months ended January 31, 2025, as compared to $19,544 during the three months ended January 31, 2024. The increase was primarily attributed to general inflationary costs.

Previous wording

Consulting expense decreased by $125,089, or approximately 61%, to $79,645 for the three months ended October 31, 2024 from $204,734 during the three months ended October 31, 2023. The decrease was primarily attributed to our efforts to control expenses associated with overseas programmers.

Current wording

Consulting expense decreased by $111,802, or approximately 64%, to $63,555 for the three months ended January 31, 2025 from $175,357 during the three months ended January 31, 2024. The decrease was primarily attributed to our efforts to control expenses associated with overseas programmers.

Previous wording

Interest expense decreased by $961 to $9,601, or approximately 9%, for the three months ended October 31, 2024, as compared to $10,562 during the three months ended October 31, 2023. The decrease in interest expense was primarily attributed to lower debt amounts that resulted from paying off a secured term loan.

Current wording

Interest expense decreased by $1,542 to $10,376, or approximately 13%, for the three months ended January 31, 2025, as compared to $11,918 during the three months ended January 31, 2024. The decrease in interest expense was primarily attributed to lower debt amounts that resulted from paying off a secured term loan.

Previous wording

Our revenues for the six months ended October 31, 2024, decreased by $3,248,712, or approximately 92%, to $312,755, as compared to $3,561,467 during the six months ended October 31, 2023. The decrease in revenues was attributed to the lack of consulting service revenue in the six-month period ended October 31, 2024, as compared to revenue of $2,626,667 for consulting services for equity securities and $95,700 for consulting revenue in the six months ended October 31, 2023. In fiscal 2025, management has focused on establishing a broker-dealer subsidiary so that the Company may have additional sources of revenue, and we have not been pursuing the equity-based revenue contracts. Effective November 22, 2024, the Company received approval from FINRA to have a broker-dealer subsidiary.

Current wording

Our revenues for the nine months ended January 31, 2025, decreased by $4,138,823, or approximately 90%, to $465,437, as compared to $4,604,260 during the nine months ended January 31, 2024. The decrease in revenues was attributed to the lack of consulting service revenue in the nine-month period ended January 31, 2025, as compared to revenue of $3,489,013 for consulting services for equity securities and $96,200 for consulting revenue in the nine months ended January 31, 2024. In fiscal 2025, management has focused on establishing a broker-dealer subsidiary so that the Company may have additional sources of revenue, and we have not been pursuing the equity-based revenue contracts. Effective November 22, 2024, the Company received approval from FINRA to have a broker-dealer subsidiary. No revenues have been generated by the newly formed broker-dealer subsidiary.

Previous wording

In the six months ended October 31, 2024, we recorded $312,428 in funding portal revenues, consisting of portal fees of $197,553, listing fees of $90,000, and equity fees of $24,875, as compared to funding portal revenues of $838,562 in the six months ended October 31, 2023, consisting of portal fees of $539,062, listing fees of $299,500 and equity fees of $0. The decrease in revenues was primarily attributed to a decrease in investments in funding portal issuers, which decreased to $3,023,234 from the six months ended October 31, 2024 from $10,287,341 for the six months ended October 31, 2023. In the six months ended October 31, 2024, dollars invested were approximately 29% of the dollars invested in the six months ended October 31, 2023. New offerings launched amounted to 26 issuers in the six months ended October 31, 2024, as compared to 37 issuers in the six months ended October 31, 2023. The components of revenue were as follows:

Current wording

In the nine months ended January 31, 2025, we recorded $464,821 in funding portal revenues, consisting of portal fees of $297,627, listing fees of $127,500, and equity fees of $39,694, as compared to funding portal revenues of $1,018,150 in the nine months ended January 31, 2024, consisting of portal fees of $623,610, listing fees of $394,540 and equity fees of $0. The decrease in revenues was primarily attributed to a decrease in investments in funding portal issuers and by a decrease in new offerings launched. New offerings launched amounted to 32 issuers in the nine months ended January 31, 2025, as compared to 64 issuers in the nine months ended January 31, 2024. The components of revenue were as follows:

Previous wording

Costs of revenues decreased by $8,186 to $30,001, or approximately 21%, for the six months ended October 31, 2024 from $38,187 during the six months ended October 31, 2023. The decrease was primarily attributed to lower revenues.

Current wording

Costs of revenues decreased by $59,906 to $37,156, or approximately 62%, for the nine months ended January 31, 2025 from $97,062 during the nine months ended January 31, 2024. The decrease was primarily attributed to lower revenues.

Previous wording

Payroll and payroll related expenses decreased by $201,583, or approximately 10%, to $1,886,294 for the six months ended October 31, 2024, as compared to $2,087,877 during the six months ended October 31, 2023. The decrease was attributed to a decrease in the number of employees. As employees left the Company, given our decrease in revenues, we did not replace them.

Current wording

Payroll and payroll related expenses decreased by $256,076, or approximately 9%, to $2,701,318 for the nine months ended January 31, 2025, as compared to $2,957,394 during the nine months ended January 31, 2024. The decrease was attributed to a decrease in the number of employees. As employees left the Company, given our decrease in revenues, we did not replace them.

Previous wording

Marketing expense decreased by $269,513, or approximately 93%, to $19,106 for the six months ended October 31, 2024, as compared to $288,619 during the six months ended October 31, 2023. The decrease in expense was primarily attributed to a decrease in marketing outlets that we utilized in fiscal 2025.

Current wording

Marketing expense decreased by $288,824, or 90%, to $31,993 for the nine months ended January 31, 2025, as compared to $320,817 during the nine months ended January 31, 2024. The decrease in expense was primarily attributed to a decrease in marketing outlets that we utilized in fiscal 2025.

Previous wording

Rent expense increased by $569, or approximately 2%, to $38,558 for the six months ended October 31, 2024, as compared to $37,989 during the six months ended October 31, 2023. The increase was primarily attributed to a new office-space agreement.

Current wording

Rent expense increased by $1,203, or approximately 2%, to $58,736 for the nine months ended January 31, 2025, as compared to $57,533 during the nine months ended January 31, 2024. The increase was primarily attributed to a new office-space agreement.

Previous wording

General and administrative expenses increased by $843,557, or approximately 130%, to $1,492,182 for the three months ended October 31, 2024, from $648,625 during the three months ended October 31, 2023. The increase was primarily attributed to professional and legal fees, which include fees for launching our broker-dealer subsidiary.

Current wording

General and administrative expenses increased by $1,264,635, or 50%, to $3,794,013 for the nine months ended January 31, 2025, from $2,529,378 during the nine months ended January 31, 2024. The increase was primarily attributed to professional and legal fees, which include fees for launching our broker-dealer subsidiary.

Previous wording

Consulting expense decreased by $191,650, or 52%, to $177,026 for the six months ended October 31, 2024 from $368,676 during the six months ended October 31, 2023. The decrease was primarily attributed to our efforts to control expenses associated with overseas programmers.

Current wording

Consulting expense decreased by $303,452, or approximately 56%, to $240,581 for the nine months ended January 31, 2025 from $544,033 during the nine months ended January 31, 2024. The decrease was primarily attributed to our efforts to control expenses associated with overseas programmers.

Previous wording

Interest expense decreased by $3,801 to $20,065, or approximately 16%, for the six months ended October 31, 2024, as compared to $23,866 during the six months ended October 31, 2023. The decrease in interest expense was primarily attributed to lower debt amounts that resulted from paying off a secured term loan.

Current wording

Interest expense decreased by $5,343 to $30,441, or approximately 15%, for the nine months ended January 31, 2025, as compared to $35,784 during the nine months ended January 31, 2024. The decrease in interest expense was primarily attributed to lower debt amounts that resulted from paying off a secured term loan.

Previous wording

As of October 31, 2024, we had cash and cash equivalents of $1,346,739 and negative working capital of $2,615,585 as compared to cash and cash equivalents of $863,182 and negative working capital of $2,074,163 as of April 30, 2024.

Current wording

As of January 31, 2025, we had cash and cash equivalents of $614,304 and negative working capital of $3,757,593 as compared to cash and cash equivalents of $863,182 and negative working capital of $2,074,163 as of April 30, 2024.

Previous wording

On May 24, 2024, the Company entered into inducement offer letter agreements with certain investors that held certain outstanding Series A-2 warrants to purchase up to an aggregate of 204,572 shares of our common stock with an exercise price of $17.50 per share, originally issued in December 2023 at a reduced exercise price of $10.85 per share (which reduced exercise price was granted to all holders on Series A-2 warrants by the board on May 24, 2024) in partial consideration for the Company’s agreement to issue in a private placement (i) new Series A-3 common stock purchase warrants to purchase up to 253,947 shares of our common stock at an exercise price of $8.74 per share and (ii) new Series A-4 common stock purchase warrants to purchase up to 253,947 shares of our common stock at an exercise price of $8.74 per share for aggregate gross proceeds of approximately $2.2 million from the exercise of the existing warrants, before deducting placement agent fees and other expenses payable by the Company. The Series A-3 Warrants and Series A-4 Warrants are exercisable beginning on the effective dates of stockholder approval of the issuance with such warrants expiring on (i) the five year anniversary of the initial exercise date for the Series A-3 Warrants and (ii) the eighteen month anniversary of the initial exercise date for the Series A-4 Warrants. This transaction closed on May 29, 2024. Wainwright was the exclusive agent for the transaction for which we paid them a cash fee equal to 7.5% from the exercise of the Series A-2 warrant at the reduced exercise price and a management fee equal to 1.0% of such aggregate gross proceeds. We also issued warrants to designees of H.C. Wainwright to purchase up to 19,048 shares of our common stock at an exercise price of $10.93 per share.

Current wording

On May 24, 2024, the Company entered into inducement offer letter agreements with certain investors that held certain outstanding Series A-2 warrants to purchase up to an aggregate of 204,572 shares of our common stock with an exercise price of $17.50 per share, originally issued in December 2023 at a reduced exercise price of $10.85 per share (which reduced exercise price was granted to all holders on Series A-2 warrants by the board on May 24, 2024) in partial consideration for the Company’s agreement to issue in a private placement (i) new Series A-3 common stock purchase warrants to purchase up to 253,947 shares of our common stock at an exercise price of $8.74 per share and (ii) new Series A-4 common stock purchase warrants to purchase up to 253,947 shares of our common stock at an exercise price of $8.74 per share for aggregate gross proceeds of approximately $2.2 million from the exercise of the existing warrants, before deducting placement agent fees and other expenses payable by the Company. The Series A-3 Warrants and Series A-4 Warrants are exercisable beginning on the effective dates of stockholder approval of the issuance with such warrants expiring on (i) the five year anniversary of the initial exercise date for the Series A-3 Warrants and (ii) the eighteen month anniversary of the initial exercise date for the Series A-4 Warrants. This transaction closed on May 29, 2024. Wainwright was the exclusive agent for the transaction for which we paid them a cash fee equal to 7.5% from the exercise of the Series A-2 warrant at the reduced exercise price and a management fee equal to 1.0% of such aggregate gross proceeds. The Company also issued warrants to designees of H.C. Wainwright to purchase up to 19,048 shares of our common stock at an exercise price of $10.93 per share.

Previous wording

On August 23, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with Wainwright to sell shares of our common stock, par value $0.001 per share, (the “Shares”) having an aggregate sales price of up to $2,100,000, from time to time, through an “at the market offering” program under which Wainwright acted as sales agent. The sales of the Shares made under the ATM Agreement were made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We paid Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares. From August 23, 2024 through October 29, 2024, the Company sold 1,122,693 shares of its common stock pursuant to the ATM Agreement for gross proceeds of 2,099,667. No additional Shares will be sold under this ATM Agreement. Net proceeds amounted to approximately $2,029,000.

Current wording

On August 23, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with Wainwright to sell shares of our common stock, par value $0.001 per share, (the “Shares”) having an aggregate sales price of up to $2,100,000, from time to time, through an “at the market offering” program under which Wainwright acted as sales agent. The sales of the Shares made under the ATM Agreement were made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We paid Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares. From August 23, 2024 through October 29, 2024, the Company sold 1,122,693 shares of its common stock pursuant to the ATM Agreement for gross proceeds of 2,099,667. No additional Shares will be sold under this ATM Agreement. Net proceeds amounted to approximately $1,979,000.

Previous wording

Net cash used in operating activities amounted to $3,451,087 and $1,945,814 for the six months ended October 31, 2024 and 2023, respectively. The principal sources of cash from operating activities in the six months ended October 31, 2024 was a non-cash item, stock-based compensation of $278,742 and an increase in accounts payable and accrued expenses of $911,387. These amounts were offset by a loss of $4,747,671. The principal source of cash from operating activities in the six months ended October 31, 2023 was a non-cash item, stock-based compensation of $763,873. However, the sources of cash were offset by a receipt of equity in lieu of cash of $1,170,000 and an increase in accounts receivable of $1,517,167.

Current wording

Net cash used in operating activities amounted to $4,614,630 and $3,565,953 for the nine months ended January 31, 2025 and 2024, respectively. The principal sources of cash from operating activities in the nine months ended January 31, 2025 was a non-cash item, stock-based compensation of $418,113, a non-cash item, impairment of assets of $1,300,000, and an increase in accounts payable and accrued expenses of $1,308,085. These amounts were offset by a loss of $7,754,208. The principal sources of cash from operating activities in the nine months ended January 31, 2024 were an unrealized loss on equity securities of $2,696,135 and stock-based compensation of $1,044,395. However, the sources of cash were offset by a net loss of $2,379,581, a receipt of equity in lieu of cash of $1,219,012, changes in deferred taxes of $1,657,000 and an increase in accounts receivable of $2,319,001.

Previous wording

Net cash provided by investing activities amounted to $0 and $20,000 in the six months ended October 31, 2024 and 2023, respectively. The Company purchased a note receivable for $20,000 in the six months ended October 31, 2023.

Current wording

Net cash provided by investing activities amounted to $0 and $20,000 in the nine months ended January 31, 2025 and 2024, respectively. The Company purchased a note receivable for $20,000 in the nine months ended January 31, 2024.

Previous wording

For the six months ended October 31, 2024, net cash provided by financing activities amounted to $3,934,644, which consisted of proceeds from the sale of common stock of $1,979,000 and proceeds from the exercise of warrants of $1,955,644. For the six months ended October 31, 2023, net cash provided by financing activities amounted to $1,925,200, which consisted of proceeds from the sale of common stock of $2,275,200, which was offset by repayment of $350,000 in principal to our secured lender.

Current wording

For the nine months ended January 31, 2025, net cash provided by financing activities amounted to $4,365,752, which consisted of proceeds from the sale of common stock of $1,979,000 and proceeds from the exercise of warrants of $2,386,752. For the nine months ended January 31, 2024, net cash provided by financing activities amounted to $5,188,611, which consisted of proceeds from the sale of common stock of $5,538,611, which was offset by repayment of $350,000 in principal to our secured lender.

Previous wording

In the six months ended October 31, 2024 and 2023, there were no expenditures for capital assets. We do not anticipate any capital expenditures in fiscal 2025.

Current wording

In the nine months ended January 31, 2025 and 2024, there were no expenditures for capital assets. We do not anticipate any capital expenditures in fiscal 2025.