Netcapital Inc.

For the Nine Months Ended January 31, 2026 and 2025 (Unaudited)

Note 1–Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Netcapital Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three- and nine-month periods ended January 31, 2026, are not necessarily indicative of the results that may be expected for the fiscal year ended April 30, 2026. For further information, refer to the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended April 30, 2025.

Reverse Stock Split

On July 29, 2024, following shareholder approval we filed articles of amendment (the “Articles of Amendment”) to our 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 our issued and outstanding shares of common stock, which Articles of Amendment became effective on August 1, 2024. The Reverse Stock Split became effective at 4:01 pm Eastern Time on August 1, 2024, and our common stock began trading on a split-adjusted basis at the open of trading on The Nasdaq Capital Market on August 2, 2024. Upon effectiveness of the Reverse Stock Split, every seventy (70) shares of our common stock issued and outstanding were automatically reclassified and combined into one share of our common stock, without any change in the par value per share. Additionally, equitable adjustments corresponding to the Reverse Stock Split ratio were made to (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. Following the Reverse Stock Split, we had 718,934 shares of our common stock outstanding, which includes 139,781 shares of our common stock that were issued for rounding up fractional shares resulting from the Reverse Stock Split. All share and per share data in the accompanying financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after the elimination of significant intercompany balances and transactions. The wholly owned subsidiaries are Netcapital Funding Portal Inc., an equity-based funding portal registered with the SEC, Netcapital Advisors Inc., which provides marketing and strategic advice to select companies, MSG Development Corp, a business valuation company, which was acquired in November 2021, and Netcapital Securities Inc., which was organized in 2024 and was approved by FINRA to operate as a broker dealer.

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Business segments

The Company operates in a single operating segment, which is the provision of fintech services. This determination is based on the following factors:

Use of Estimates

Preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, accounts receivable, valuation of equity securities, income taxes, and valuation of long-lived assets including intellectual property and purchased technology. These estimates are based on management’s knowledge of current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.

Significant Accounting Policies

There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

Recent Accounting Pronouncements

In January 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. The amendments clarify the scope of ASC 718 by providing additional illustrative guidance to help entities determine whether profits interest awards or similar arrangements should be accounted for under Topic 718 or other applicable guidance. The Company adopted this guidance on May 1, 2025. Adoption of the standard did not have a material impact on the Company’s financial statements or disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. The standard requires public business entities to provide additional disclosures in the notes to the financial statements that disaggregate certain income statement expense captions into specified natural expense categories, including purchases of inventory, employee compensation, depreciation, and amortization. The amendments are intended to improve transparency regarding the nature of expenses included in commonly presented income statement captions. The amendments in ASU 2024-03 are effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this guidance will have on its financial statement disclosures.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures—Clarifying the Effective Date. This update clarifies the effective date guidance in ASU 2024-03 to ensure that entities with non-calendar fiscal year ends are not required to initially adopt the disclosure requirements in an interim reporting period. The amendments do not change the underlying disclosure requirements of ASU 2024-03. The Company is currently evaluating the impact of this guidance on its financial statement disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

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Note 2 –Concentrations

For the three months ended January 31, 2026, the Company had one customer that constituted 22% of revenue, a second customer that constituted 15% of revenue and a third customer that accounted for 14% of revenue. For the nine months ended January 31, 2026, the Company had one customer that constituted 43% of revenue. For the three months ended January 31, 2025, the Company had one customer that constituted 17% of its revenue, and for the nine months ended January 31, 2025, the Company had one customer that constituted 16% of its revenue.

Note 3 –Revenue Recognition

Revenue Recognition under ASC 606

The Company recognizes service revenue from its consulting contracts, funding portal and game website using the five-step model as prescribed by ASC 606:

The Company identifies performance obligations in contracts with customers, which primarily are professional services, listing fees on our funding portal, and a portal fee of 4.9% of the money raised on the funding portal. The transaction price is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. The Company usually bills its customers before it provides any services and begins performing services after the first payment is received. Contracts are typically one year or less. For larger contracts, in addition to the initial payment, the Company may allow for progress payments throughout the term of the contract.

Judgments and Estimates

The estimation of variable consideration for each performance obligation requires the Company to make subjective judgments. The Company enters into contracts with customers that regularly include promises to transfer multiple services, such as digital marketing, web-based videos, offering statements, and professional services. For arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In its assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources, and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract.

When agreements involve multiple distinct performance obligations, the Company allocates arrangement consideration to all performance obligations at the inception of an arrangement based on the relative standalone selling prices (SSP) of each performance obligation. Where the Company has standalone sales data for its performance obligations which are indicative of the price at which the Company sells a promised service separately to a customer, such data is used to establish SSP. In instances where standalone sales data is not available for a particular performance obligation, the Company estimates SSP by the use of observable market and cost-based inputs. The Company continues to review the factors used to establish list price and will adjust standalone selling price methodologies as necessary on a prospective basis.

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Service Revenue

Service revenue from subscriptions to the Company’s game website is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Professional services revenue is recognized over time as the services are rendered.

When a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable. The Company estimates the amount to reserve for uncollectible amounts based on the aging of the contract balance, current and historical customer trends, and communications with its customers. These reserves are recorded as operating expenses against the contract assets.

Contract Assets

Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services. Contract assets are included in other current assets in the consolidated balance sheets and will be recognized during the succeeding twelve-month period.

Deferred Revenue

Deferred revenue represents billings or payments received in advance of revenue recognition and are recognized upon transfer of control. Balances consist primarily of annual plan subscription services and professional services not yet provided as of the balance sheet date. Deferred revenue that will be recognized during the succeeding twelve-month period is recorded as current deferred revenue in the consolidated balance sheets, with the remainder recorded as other non-current liabilities in the consolidated balance sheets.

Costs to Obtain a Customer Contract

Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized as other current or non-current assets and amortized on a straight-line basis over the life of the contract, which approximates the benefit period. The benefit period was estimated by taking into consideration the length of customer contracts, technology lifecycle, and other factors. All sales commissions are recorded as consulting fees within the Company’s consolidated statement of operations.

Remaining Performance Obligations

The Company’s subscription terms are typically less than one year. All of the Company’s revenue in the three and nine months ended January 31, 2026, which amounted to $94,347 and $335,481, respectively, are considered contract revenue. Contract revenue as of January 31, 2026 and April 30, 2025, which has not yet been recognized, amounted to $270 and $330, respectively, and is recorded on the balance sheet as deferred revenue. The Company expects to recognize revenue on all of its remaining performance obligations over the next 12 months.

Disaggregation of Revenue

Revenue is derived from fees earned from the Company’s online platform services. These services include fees earned from facilitating capital raises for issuers through the Company’s online platform, including offerings conducted pursuant to Regulation CF, Regulation A, and Rule 506(c). The Company’s customers are primarily U.S.-based companies and there are no significant geographic concentrations of revenue.

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Revenue by source consist of the following:

Note 4 –Earnings Per Common Share

Net income per common and diluted share were calculated as follows for the three- and nine-month periods ended January 31, 2026 and 2025:

Outstanding vested warrants to purchase 2,317,723 shares of common stock are not included in the calculation of earnings per share for the three- and nine-month periods ended January 31, 2026, because their effect is anti-dilutive. Outstanding vested warrants to purchase 614,866 shares of common stock are not included in the calculation of earnings per share for the three- and nine-month periods ended January 31, 2025 because their effect is anti-dilutive.

Outstanding vested options to purchase 132,269 shares of common stock are not included in the calculation of earnings per share for the three- and nine-month periods ended January 31, 2026 because their effect is anti-dilutive.

Outstanding vested options to purchase 15,252 shares of common stock are not included in the calculation of earnings per share for the three- and nine-month periods ended January 31, 2025 because their effect is anti-dilutive.

Note 5 –Principal Financing Arrangements

The following table summarizes components of debt as of January 31, 2026 and April 30, 2025:

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The Company owes $34,324 as of January 31, 2026 and April 30, 2025 to Chase Bank. For the loan from Chase Bank, the Company pays interest only on a monthly basis, which is calculated at a rate of 9.75% per annum as of January 31, 2026.

On June 17, 2020 the Company borrowed $500,000 (the “June Loan”), and on February 2, 2021, the Company borrowed $1,885,800 (the “February Loan”) from a U.S. Small Business Administration (“SBA”) loan program.

The June Loan required installment payments of $2,437 monthly, beginning on June 17, 2021, over a term of thirty years. However, the SBA postponed the first installment payment for 18 months, and the first payment became due on December 17, 2022. The monthly payments of $2,437 are first applied to accrued interest payable. The monthly payments will not be applied to any of the outstanding principal balance until August 17, 2026. Consequently, for the June Loan, $495,840 is classified as a long-term liability and $4,160 is classified as a current liability. Interest accrues at a rate of 3.75% per annum. The Company agreed to grant a continuing security interest in its assets to secure payment and performance of all debts, liabilities, and obligations to the SBA. The June Loan was personally guaranteed by the Company’s Chief Financial Officer. Accrued interest payable on the June Loan amounted to $12,856 and $20,611 as of January 31, 2026 and April 30, 2025, respectively.

The February Loan bears interest at a rate of 1% per annum and the due date of the first payment has been postponed by the SBA because the Company has applied for forgiveness of the February Loan. Accrued interest payable on the February Loan amounted to $94,446 and $80,186 as of January 31, 2026 and April 30, 2025, respectively.

On March 26, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC (the “Lender”), pursuant to which the Company issued a promissory note in the principal amount of $181,540 (the “Note”). The Note was issued with an original issue discount (“OID”) of $25,040, and the Company received net proceeds of $150,000 after deducting legal and due diligence fees.

As of April 30, 2025, the unamortized original issue discount was $19,753, and the Note was recorded on the balance sheet at its net carrying amount of $161,787.

The Note included a one-time interest charge of 12% and was scheduled to mature on January 30, 2026. The Note required repayment in five monthly installments beginning on September 30, 2025, for a total contractual repayment amount of $203,324. Under the terms of the Note, the Company had the option to prepay the outstanding balance. On July 8, 2025, the Company exercised this option and paid the Note in full with a remittance of $197,225.

On April 29, 2025, the Company entered into a private financing transaction with a single accredited investor and issued an unsecured, non-convertible promissory note in the principal amount of $200,000. The note was issued at a 50% OID for gross proceeds of $100,000. The note contained interest at 8% per annum, matured on July 31, 2025, and was prepayable at any time without penalty. In the event of default, the interest rate increased to 20% per annum. As of January 31, 2026, the note and accrued interest was paid in full. As of April 30, 2025, the unamortized OID was $98,350, and the note was recorded on the balance sheet at a net carrying amount of $101,650.

In May 2025, the Company completed the sale of debt pursuant to two separate securities purchase agreements with 1800 Diagonal Lending LLC, a Virginia limited liability company, under which it issued the following convertible promissory notes:

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On May 1, 2025, the Company completed a private financing transaction with a single accredited investor and issued an unsecured, non-convertible promissory note in the principal amount of $400,000. The note was issued at a 50% OID for gross proceeds of $200,000. The note contained interest at 8% per annum, matured three months from the issuance date, or August 1, 2025, and was prepayable at any time without penalty. In the event of default, the interest rate increased to 20% per annum. As of January 31, 2026, the note and accrued interest were paid in full.

Note 6 –Income Taxes

For the three and nine months ended January 31, 2026 and 2025, the Company recordedno income tax expense due to the net loss recorded in each period.

Note 7 –Related Party Transactions

Netcapital Systems LLC, a Delaware limited liability company (“Systems DE”), of which Jason Frishman, Founder, owns a 29% interest, owns 24,447 shares of common stock, or 0.4% of the Company’s 6,847,899 outstanding shares as of January 31, 2026. The Company paid Systems DE $0 and $285,000 in the three- and nine-month periods ended January 31, 2026, respectively, and $95,000 in the three- and nine-month periods ended January 31, 2025, for use of the software that runs the websitewww.netcapital.com. As of January 31, 2026 and April 30, 2025, the Company has accounts payable to Systems DE of $285,000.

Cecilia Lenk, the Chief Executive Officer of Netcapital Advisors Inc., (“Advisors”), our wholly owned subsidiary, is a member of the board of directors of KingsCrowd Inc. As of January 31, 2026 and April 30, 2025, the Company owned 3,209,685 shares of KingsCrowd Inc., valued at $577,743.

Cecilia Lenk, the Chief Executive Officer of Advisors is a member of the board of directors of Deuce Drone LLC. As of January 31, 2026 and April 30, 2025, the Company owns 2,350,000 membership interest units of Deuce Drone LLC, valued at $0.

Compensation to officers in the three- and nine-month periods ended January 31, 2026 consisted of stock-based compensation valued at $323,048 and $887,543, respectively, and cash salary of $220,031 and $1,210,130, respectively.

Compensation to officers in the three- and nine-month periods ended January 31, 2025 consisted of stock-based compensation valued at $93,896 and $281,689, respectively, and cash salary of $216,294 and $741,311, respectively.

Compensation to a related party employee, John Fanning Jr., son of our CFO, for the three- and nine-month periods ended January 31, 2026 consisted of cash wages of $16,668 and $42,367, respectively and in the three- and nine-month periods ended January 31, 2025 consisted of cash wages of $13,461 and $35,478, respectively. This employee is also the controlling shareholder of Zelgor Inc. (“Zelgor”). As of January 31, 2026 and April 30, 2025, the Company has a note receivable of $50,000 from Zelgor and the Company owned 1,400,000 shares of Zelgor, which are valued at $1,400,000. Accrued interest receivable, at a rate of 5% per annum on the Zelgor note, amounted to $11,041 as of January 31, 2026.

On June 8, 2025, the Company granted stock options to purchase an aggregate of 55,000 shares of our common stock to our former Chief Executive Officer, Martin Kay, and 55,000 shares to our Chief Financial Officer, Coreen Kraysler. The options have an exercise price of $2.68, are fully vested, and expire on June 8, 2029. Mr. Kay resigned as an officer and director on December 3, 2025.

Coreen Kraysler, our Chief Financial Officer, has personally guaranteed a $500,000 promissory note from the U.S. Small Business Administration. The note bears interest at an annual rate of 3.75%, has a 30-year term, and monthly payments of $2,437 began on December 17, 2022.

Mr. John Fanning is an advisor to the Company and is the husband of the Company’s Chief Financial Officer. The Company does not have a formal advisory contract with Mr. Fanning. Further, from time to time, Mr. Fanning provides advice to companies in which the Company either owns an equity position, conducted offerings on the Company’s funding portal, and/or are vendors in the Company’s ecosystem. The Company is also aware of a website that states that John Fanning is working or has been involved in the past with some of the portfolio companies that conducted offerings on the Company’s funding portal, including KingsCrowd and Zelgor. See above for a discussion of the related party interests with respect to each of KingsCrowd and Zelgor.

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Note 8 –Stockholders’ Equity

On March 25, 2025, the Company filed articles of amendment (the “Articles of Amendment”) to our Articles of Incorporation, as amended, with the Utah Department of Commerce, Division of Corporations and Commercial Code to authorize 10,000,000 shares of “blank check” preferred stock. Following the filing of the Articles of Amendment, the Company has the authority to issue 910,000,000 shares of capital stock, such total shares consisting of (i)900,000,000 shares of common stock and (ii)10,000,000 shares of preferred stock. There were 6,847,899 and 2,192,226 shares of the Company’s common stock outstanding as of January 31, 2026 and April 30, 2025, respectively. No preferred shares have been issued.

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 Wainwright to purchase up to 19,048 shares of our common stock at an exercise price of $10.93 per share.

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 through Wainwright pursuant to the ATM Agreement for gross proceeds of $2,099,667 for which it paid Wainwright approximately $70,667 in commissions and other issuance costs of $50,000, resulting in net proceeds to the Company of approximately $1,979,000. No additional Shares will be sold under this ATM Agreement.

On January 9, 2025, the Company entered into inducement offer letter agreements with certain investors that held certain outstanding warrants to purchase up to an aggregate of 270,861 shares of the Company’s common stock, that were originally issued to the warrant holders in December 2023 and May 2024 (the “Existing Warrants”). The Existing Warrants had an exercise price of $10.85 per share. Pursuant to the inducement letter agreements, the warrant holders agreed to exercise for cash the Existing Warrants at a reduced exercise price of $1.80 per share in partial consideration for the Company’s agreement to issue in a private placement (x) new Series A-5 Common Stock purchase warrants (the “Series A-5 Warrants”) to purchase up to 361,148 shares of our common stock and (y) new Series A-6 Common Stock Purchase Warrants (the “Series A-6 Warrants” and, together with the Series A-5 Warrants, the “New Warrants”) to purchase up to 180,574 shares of common stock. The New Warrants are exercisable beginning on July 13, 2025 (the “Initial Exercise Date”), with such warrants expiring on (i) the five year anniversary of the Initial Exercise Date for the Series A-5 Warrants and (ii) the eighteen month anniversary of the Initial Exercise Date for the Series A-6 Warrants.

The closing of the transactions contemplated by the inducement letters agreements occurred on January 13, 2025. The Company received aggregate gross proceeds of approximately $487,000 from the exercise of the Existing Warrants by the warrant holders, before deducting placement agent fees and other expenses payable by the Company. The Company also issued warrants, that expire on July 15, 2030, to designees of Wainwright to purchase up to 20,315 shares of our common stock at an exercise price of $2.25 per share.

On March 5, 2025, the Company entered into inducement offer letter agreements with certain warrant holders to exercise 79,558 outstanding warrants for cash at a reduced exercise price of $1.80 per share (previously $8.74 per share). In consideration, the Company issued Series A-7 and Series A-8 Common Stock Purchase Warrants to purchase an aggregate of 159,116 shares of common stock at an exercise price of $2.03. The Series A-7 Warrants expire five years from their initial exercise date of September 5, 2025, and the Series A-8 Warrants expire eighteen months from the same date.

The transaction closed on March 6, 2025, generating gross proceeds of approximately $143,000, before deducting fees and expenses.

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As of April 30, 2025, the Company owed $200,000 to an investor relations consulting firm for services rendered, which was payable in shares of common stock. The liability was recorded as “shares to be issued” as of April 30, 2025. The related shares were issued on July 21, 2025.

On June 8, 2025, the Company granted 55,000 stock options to each of Martin Kay, Chief Executive Officer, and Coreen Kraysler, Chief Financial Officer, under the 2023 Omnibus Equity Incentive Plan. These options have an exercise price of $2.68 per share, vest immediately and expire four years from the grant date.

On June 10, 2025, the Company issued an aggregate of 118,750 shares of its common stock at a purchase price of $4.00 per share in a private placement to ten accredited investors, resulting in gross proceeds of $475,000.

The subscription agreements for this private placement contained a price adjustment feature which provided that if the Company issues shares of common stock below $4.00 per share at any time prior February 19, 2026, the investors in the June 10, 2025 private placement would be entitled to receive additional shares to effectively reduce their purchase price to such lower price; provided that the effective price per share could not be adjusted below the Minimum Price, which was $2.68 per share, as defined under Nasdaq Rule 5635(d). On September 16, 2025, the Company issued a total of 59,147 shares of common stock to the investors in the June 10, 2025 private placement in consideration of the adjustment provision contained in their subscription agreements which provided that if the Company issues shares of common stock below $4.00 per share at any time prior February 19, 2026 the investors in the June 10, 2025 private placement would be entitled to receive additional shares to effectively reduce their purchase price to $2.68 per share.

On September 16, 2025, the Company entered into a settlement agreement with the noteholder of a $200,000 note with a 50% original issue discount issued on April 29, 2025 and a maturity date of July 31, 2025 to settle the $209,272 outstanding on the $200,000 note on such date, which amount includes accrued interest of $9,272. Under the terms of the settlement agreement the parties agreed that such $200,000 note was fully paid in complete satisfaction upon the Company paying $104,636 and issuance of $104,636 of the Company’s common stock (46,258 shares at a price equal to $2.262 per share (which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)) in full satisfaction of the outstanding note.

On September 16, 2025, the Company entered into a settlement agreement with the noteholder of a $400,000 note with a 50% original issue discount issued on May 1, 2025 and a maturity date of August 1, 2025 to settle the $418,148 outstanding on the $400,000 note on such date, which amount includes accrued interest of $18,148. Under the terms of the settlement agreement the parties agreed that the such $400,000 note was fully paid in complete satisfaction upon the Company paying $209,074 and issuance of $209,074 of the Company’s common stock (92,428 shares at a price equal to $2.262 per share (which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)) in full satisfaction of the outstanding note.

On December 3, 2025, the Company entered into an Asset Purchase Agreement with Rivetz Corp. pursuant to which the Company acquired substantially all intellectual property assets associated with the Rivetz Network, including software, technology, and related intellectual property rights. The purchase price consisted of the issuance of 950,000 shares of the Company’s common stock and a cash payment of $100,000. The equity consideration was valued using the Company’s closing stock price of $0.9896 per share on the acquisition date. The total purchase price allocated to the acquired technology and intellectual property was $1,040,120.

On December 7, 2025, the Board appointed Kevin Kilduff, as its General Counsel. In addition, on December 7, 2025, the Company granted Mr. Kilduff 1,000,000 shares of its common stock (“Restricted Stock”) as a Restricted Stock Award under the Company’s 2023 Omnibus Equity Incentive Plan in accordance with NASDAQ Listing Rule 5635(c)(4) to Mr. Kilduff to induce him to accept employment with the Company as its General Counsel. The shares are subject to forfeiture based on the Company achieving specified gross revenue thresholds during a one-year measurement period. If gross revenue during the measurement period is less than $900,000, none of the shares vest and all shares are forfeited. If gross revenue equals or exceeds $1,500,000, all shares vest. If gross revenue is between these amounts, the shares vest on a straight-line interpolated basis.

The award contains a performance condition as defined in ASC 718. In accordance with ASC 718-10-25-20, compensation cost for an award with a performance condition is recognized only when it is probable that the performance condition will be satisfied. As of January 31, 2026, management concluded that achievement of the performance condition was not yet probable. Accordingly, no stock-based compensation expense related to this award has been recognized in the accompanying financial statements.

Although the shares were legally issued and are currently votable, because the shares are subject to forfeiture based on the achievement of a performance condition and the condition was not considered probable as of January 31, 2026, the shares are not considered outstanding for accounting purposes until the performance condition becomes probable or the shares vest. If the performance condition is achieved, compensation expense will be recognized based on the grant-date fair value of the shares over the requisite service period.

On January 2, 2026, the Company entered into an Asset Purchase Agreement with Iverson Design, LLC (“Iverson Design”) pursuant to which the Company acquired substantially all of the intellectual property and digital design assets of Iverson Design, including software, digital content, websites, domain names, and related intellectual property. The purchase price consisted of the issuance of 980,000 shares of the Company’s common stock. The shares were valued using the Company’s closing stock price of $0.6587 per share on the acquisition date, resulting in a total acquisition value of $645,526.

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Note 9 –Fair Value

The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Financial assets measured at fair value on a recurring basis are summarized below as of January 31, 2026 and April 30, 2025:

Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the Company bases fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used.

Note 10 –Stock-Based Compensation Plans

In addition to cash payments, the Company enters agreements to issue common stock and records the applicable non-cash expense in accordance with the authoritative guidance of the Financial Accounting Standards Board.

For the three and nine months ended January 31, 2026, stock-based compensation expense amounted to $368,523 and $1,023,967, respectively. For the three and nine months ended January 31, 2025, stock-based compensation expense amounted to $139,371 and $418,113, respectively.

The table below presents the components of compensation expense for the issuance of shares of common stock and stock options to employees and consultants for the three- and nine-month periods ended January 31, 2026 and 2025.

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Note 11 –Deposits and Commitments

The Company utilizes office space at 1 Lincoln Street in Boston, Massachusetts, under an office membership agreement. The Company pays a monthly membership fee of approximately $7,300. The agreement is cancellable by the Company with 60 days’ notice. As of January 31, 2026 and April 30, 2025, the Company had a refundable security deposit of $6,300 related to the agreement.

Note 12 –Intangible Assets

Intangible assets with finite useful lives are recorded at cost and amortized on a straight-line basis over the period in which the assets are expected to contribute to future cash flows. The estimated useful lives are based on the period of the underlying contractual rights or the period over which the assets are expected to generate economic benefits. Intangible assets with indefinite useful lives are recorded at cost and are not amortized but are tested for impairment annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. An impairment loss is recognized when the carrying value of an asset exceeds its estimated recoverable amount.

On June 26, 2025, the Company entered into a Horizon Software Agreement with Horizon Globex GmbH (“Horizon”), pursuant to which Horizon granted the Company a royalty-free, paid-up, non-exclusive, perpetual, irrevocable, and unrestricted license to use Horizon’s proprietary software with the Company’s branding and image in the United States to provide capital-raising and secondary trading services to its clients. In consideration for the license, the Company issued 500,000 shares of its common stock to Horizon. The license was valued at $2,840,000 and is classified as an indefinite-lived intangible asset.

On December 3, 2025, the Company entered into an Asset Purchase Agreement with Rivetz Corp. pursuant to which the Company acquired substantially all intellectual property assets associated with the Rivetz Network, including software, technology, and related intellectual property rights. The purchase price consisted of the issuance of 950,000 shares of the Company’s common stock and a cash payment of $100,000. The equity consideration was valued using the Company’s closing stock price of $0.9896 per share on the acquisition date. The total purchase price allocated to the acquired technology and intellectual property was $1,040,120. The acquired technology is being amortized over its estimated useful life of five years.

On January 2, 2026, the Company entered into an Asset Purchase Agreement with Iverson Design pursuant to which the Company acquired substantially all of the intellectual property and digital design assets of Iverson Design, including software, digital content, websites, domain names, and related intellectual property. The purchase price consisted of the issuance of 980,000 shares of the Company’s common stock. The shares were valued using the Company’s closing stock price of $0.6587 per share on the acquisition date, resulting in a total acquisition value of $645,526. The acquired technology and intellectual property are being amortized over their estimated useful life of five years.

The following table sets forth the major categories of the intangible assets as of January 31, 2026 and April 30, 2025:

As of January 31, 2026, the weighted average remaining useful life of the Company’s amortizable intangible assets, including technology, software platforms, trade names, professional practice assets, literary works, and domain names, was approximately 9.3 years.

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Note 13 –Investments

During the three- and nine-month periods ended January 31, 2026, the Company received equity securities from 4 and 9 issuers, respectively, that completed securities offerings on the Netcapital Funding Portal. As part of its compensation structure, the Company receives a fee of 1% of the equity securities sold on the funding portal in addition to cash fees. As of January 31, 2026, the Company’s funding portal received equity fee payments from a total of 70 issuers, which have an aggregate value of $282,185, as compared to 61 issuers with an aggregate value of $169,790 as of April 30, 2025. In the three- and nine-month periods ended January 31, 2026, the Company recorded $3,745 and $67,451 in revenue from the receipt of equity securities. In the three- and nine-month periods ended January 31, 2025, the Company recorded $7,012 and $35,946 in revenue from the receipt of equity securities. In the nine months ended January 31, 2026 the Company also recognized an unrealized gain of $44,945 from changes in observable prices of investment securities owned by the Company, as compared to no unrealized gains or losses in the nine months ended January 31, 2025. The unrealized gain of $44,945 was offset by an unrealized loss in the value of an investment in C-Reveal Therapeutics, LLC, of $49,950, resulting in a net unrealized loss on equity securities of $5,005 for the 9 months ended January 31, 2026.

In May 2022, the Company received 1,764,706 units of Reper LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.68 per unit based on a sales price of $0.68 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $1,200,000. As of January 31, 2026 and April 30, 2025, the Company owned 1,764,706 units which are valued at $1,200,000.

In April 2022, the Company received 3,000,000 units of Cust Corp. as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.40 per unit based on a sales price of $0.40 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $1,200,000. As of January 31, 2026 and April 30, 2025, the Company owned 3,000,000 units which are valued at $1,200,000.

In January 2022, the Company received 1,700,000 units of ScanHash LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.25 per unit based on a sales price of $0.25 per unit on an online funding portal. The receipt of the units satisfied $425,000 of an accounts receivable balance. As of January 31, 2026 and April 30, 2025, the Company owned 1,700,000 units which are valued at $425,000.

In January 2022, the Company received 2,850,000 units of Hiveskill LLC as payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.25 per unit based on a sales price of $0.25 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $712,500. As of January 31, 2026 and April 30, 2025, the Company owned 2,850,000 units which are valued at $712,500.

In May 2020, the Company entered a consulting contract with a related party, Zelgor Inc. (“Zelgor”), which allowed the Company to receive 1,400,000 shares of common stock of Zelgor in return for consulting services. The Zelgor shares are valued at $1.00 per share based on a sales price of $1.00 per share on an online funding portal. As of January 31, 2026 and April 30, 2025, the Company owned 1,400,000 shares which are valued at $1,400,000.

In August 2019, the Company entered into a consulting agreement with KingsCrowd LLC, pursuant to which it earned 300,000 membership interest units in exchange for services. These units were valued at $1.80 per unit, totaling $540,000. In December 2020, KingsCrowd converted to a corporation and each membership interest unit converted into 12.71915 shares of common stock, resulting in the Company holding 3,815,745 shares. In June 2022, the Company sold 606,060 shares for proceeds of $200,000 and recognized a realized loss of $406,060. As of January 31, 2026 and April 30, 2025, the Company held 3,209,685 shares.

During fiscal 2024, KingsCrowd disclosed in regulatory filings that it sold shares at $0.16 per share. Based on this observable price change, the Company recorded an unrealized loss of $2,696,135 on its investment for the year ended April 30, 2024. In fiscal 2025, KingsCrowd completed a Regulation CF offering at $0.18 per share, resulting in an unrealized gain of $64,193. No other price changes have been observed. Accordingly, the Company valued its investment in KingsCrowd at $577,743 as of January 31, 2026 and April 30, 2025.

During fiscal 2019, the Company entered a consulting contract with Systems DE, which allowed the Company to receive up to 1,000 membership interest units of Systems DE in return for consulting services. The Company earned all 1,000 Systems DE units but sold 472 units in fiscal 2020. As of January 31, 2026 and April 30, 2025, the Company owned 528 Systems DE units, at a value of $1,985.

In July 2020 the Company entered a consulting agreement with Vymedic, Inc. for a $40,000 fee over a 5-month period. Half the fee was payable in stock and half was payable in cash. As of January 31, 2026 and April 30, 2025, the Company owned 4,000 units, at a value of $11,032.

In August 2020 the Company entered a consulting agreement with C-Reveal Therapeutics LLC (“CRT”). for a $120,000 fee over a 12-month period. $50,000 of the fee was payable in CRT units. As of January 31, 2026 and April 30, 2025, the Company owned 5,000 units, at a value of $50 and $50,000, respectively. Due to an observable price change during the quarter ended January 31, 2026, the Company recorded an unrealized loss of $49,950 in the three months ended January 31, 2026.

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The following table summarizes the components of investments as of January 31, 2026 and April 30, 2025:

The above investments in equity securities are within the scope of ASC 321. The Company monitors the investments for any changes in observable prices from orderly transactions. All investments are initially measured at cost and evaluated for changes in estimated fair value.

Note 14 –Going Concern Matters and Realization of Assets

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. However, at January 31, 2026, the Company had negative working capital of $2,922,843 and for the nine months ended January 31, 2026, the Company had an operating loss of $7,579,440 and net cash used in operating activities amounted to $7,661,306.

There can be no assurances that we will be able to achieve a level of revenue adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. The Company has turned its focus to its funding portal business, which saw a growth in revenue on a quarter-to-quarter basis in fiscal 2025, but a decline in revenue during fiscal 2026. The Company seeks to raise money from private placements, public offerings and/or bank financing. The Company’s management has determined, based on its recent history and the negative cash flow from operations, that it is unlikely that its plan will sufficiently alleviate or mitigate, to a sufficient level, the relevant conditions or events noted above. To the extent that funds generated from any private placements, public offerings and/or bank financing, if available, are insufficient, the Company will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on acceptable terms. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Accordingly, the Company’s management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements. There can be no assurance that the Company will be able to achieve its business plan objectives or be able to achieve or maintain cash-flow-positive operating results. If the Company is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its business network, respond to competitive pressures or fund its operations. As a result, the Company may be required to significantly reduce, reorganize, discontinue or shut down its operations. The financial statements do not include any adjustments that might result from this uncertainty.

Note 15 –Insurance Recovery

During the three and nine months ended January 31, 2026, the Company recognized an insurance recovery of $500,000 related to reimbursement of legal defense costs incurred in connection with ongoing investigations by the U.S. Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”. These matters relate to subpoenas and testimony requests issued to the Company and certain current and former officers and employees.

The reimbursement was received under the Company’s management liability insurance policy covering the policy period June 23, 2023 through June 23, 2024. Under the terms of the policy, the Company is responsible for a retention of $150,000, after which the insurer agreed to reimburse certain defense costs, subject to a $500,000 aggregate sublimit applicable to these matters. During the nine months ended January 31, 2026, the insurer approved payment of the $500,000 aggregate sublimit for allowable defense costs incurred.

The Company recorded the $500,000 reimbursement as insurance recovery within other income in the condensed consolidated statements of operations for the three and nine months ended January 31, 2026. The SEC and FINRA investigations remain ongoing, and the Company continues to cooperate with the respective authorities.

Note 16 –Subsequent Events

The Company evaluated subsequent events through the date these financial statements were available to be issued.

On March 4, 2026, the Company received a Wells Notice from the staff of the U.S. Securities and Exchange Commission (the “SEC Staff”). In addition, certain current and former officers, directors, and employees of the Company received Wells Notices relating to the same matter.

The Wells Notices state that the SEC Staff has made a preliminary determination to recommend that the SEC bring an enforcement action against the Company and certain individuals. In the case of the Company, the SEC Staff indicated that it is considering recommending claims alleging violations of Section 17(a) of the Securities Act of 1933, as amended, Sections 10(b), 13(a), 13(b)(2)(A), and 13(b)(3)(B) of the Securities Exchange Act of 1934, as amended, and Rules 10b-5, 12b-20, 12a-1, 13a-11, and 13a-13 thereunder. In the case of the individuals, the SEC Staff indicated that it is considering recommending claims alleging violations of Section 17(a) of the Securities Act, Sections 10(b) and 13(b)(5) of the Exchange Act, and Rules 10b-5 and 13b2-1 thereunder, as well as aiding and abetting certain alleged violations by the Company.

A Wells Notice is not a formal allegation or a finding of wrongdoing. Rather, it is a notice that the SEC Staff has made a preliminary determination to recommend that the SEC authorize the filing of an enforcement action or administrative proceeding. Under SEC procedures, recipients of Wells Notices have the opportunity to respond to the SEC Staff before any decision is made by the SEC.

The Company intends to respond to the SEC Staff regarding the matters raised in the Wells Notices. The Company cannot predict the outcome of the Wells Notice process, any action that may be taken by the SEC, or the timing, costs, or other consequences of these matters. The Company is incurring, and expects to continue to incur, significant legal and other professional fees in connection with this matter. The Company is obligated, subject to the terms of indemnification agreements and applicable law, to indemnify each of the five individuals who received a Wells Notice for costs incurred in connection with the investigation, the Wells Notices, and any related proceedings. An unfavorable outcome could have a material adverse effect on the Company’s business, financial condition, results of operations, cash flows, reputation, ability to obtain financing, and the market price or listing of its securities.

There were no other material subsequent events that required recognition or additional disclosure in these financial statements.

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Part I