Netcapital Inc.

S-11 forms-1.htm S-1

As filed with the U.S. Securities and Exchange Commission on August 19, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

NETCAPITAL INC.

(Exact name of registrant as specified in its charter)

1 Lincoln Street

Boston, MA 02111

Phone: (781) 925-1700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Coreen Kraysler

Chief Financial Officer

1 Lincoln Street

Boston, MA 02111

Phone: (781) 925-1700

(Name, address including zip code, and telephone number, including area code, of agent for service)

With copies to:

Richard Friedman, Esq.

Sheppard Mullin Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

(212) 653-8700

**Approximate date of commencement of proposed sale to the public:**From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule l2b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offeror sale is not permitted.

Netcapital Inc.

118,750 Shares of Common Stock

Up to 1,760,340 Shares of Common Stock Upon Exercise of Certain Common Stock Purchase Warrants

This prospectus relates to the offer and resale of up to an aggregate of 1,879,090 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”), of Netcapital Inc. (the “Company”, “we”, “us” or “our”), consisting of (A) 118,750 shares of Common Stock (the “June 2025 Shares”) issued by us to certain accredited investors in a private placement transaction pursuant to a subscription agreement dated June 10, 2025 (the “June 2025 Purchase Agreement”) and (B) up to 1,760,340 shares of Common Stock issuable upon the exercise of:

(i) common stock purchase warrants (the “A-5 Inducement Warrants”), to purchase up to 114,068 shares of Common Stock (the “A-5 Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 pursuant to an inducement offer letter agreement, dated as of January 9, 2025 (the “January 2025 Inducement Letter”);

(ii) common stock purchase warrants (the “A-6 Inducement Warrants”), to purchase up to 9,144 shares of Common Stock (the “A-6 Inducement Warrant Shares”), at an exercise price of $2.07 per share; issued by us to certain accredited investors on January 13, 2025 pursuant to the January 2025 Inducement Letter;

(iii) common stock purchase warrants (the “January 2025 Placement Agent Warrants”) to purchase up to 20,315 shares of Common Stock (the “January 2025 Placement Agent Warrant Shares”) issued by us on January 13, 2025 to designees of H.C. Wainwright & Co., LLC, as exclusive placement agent (“Wainwright”), at an exercise price of $2.25 per share pursuant to an engagement letter dated November 7, 2024 between the Company and Wainwright;

(iv) common stock purchase warrants (the “A-7 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock (the “A-7 Inducement Warrant Shares”), at an exercise price of $2.03 per share; issued by us to certain accredited investors on March 5, 2025 pursuant to an inducement offer letter agreement, dated as of March 5, 2025 (the “March 2025 Inducement Letter”);

(v) common stock purchase warrants (the “A-8 Inducement Warrants”), to purchase up to 79,558 shares of Common Stock (the “A-8 Inducement Warrant Shares”), at an exercise price of $2.03 per share; issued by us to certain accredited investors on March 5, 2025 pursuant to the March 2025 Inducement Letter.

(vi) common stock purchase warrants (the “July 2025 Investor Warrants #1”), to purchase up to 714,286 shares of Common Stock (the “July 2025 Investor Warrant Shares #1”), at an exercise price of $6.88 per share; issued by us to certain accredited investors on July 7, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement, dated as of July 2, 2025 (the “July 2025 Purchase Agreement #1”);

(vii) common stock purchase warrants (the “July 2025 Investor Warrants #2,” together with the July 2025 Investor Warrants #1, the “July 2025 Investor Warrants), to purchase up to 641,712 shares of Common Stock (the “July 2025 Investor Warrant Shares #2,” together with the July 2025 Investor Warrant Shares #1, the “July 2025 Investor Warrant Shares”), at an exercise price of $4.55 per share; issued by us to certain accredited investors on July 17, 2025 in a concurrent private placement and registered direct transaction pursuant to a securities purchase agreement, dated as of July 16, 2025 (the “July 2025 Purchase Agreement #2,” together with the July 2025 Purchase Agreement #1, the “July 2025 Purchase Agreements”);

(viii) common stock purchase warrants (the “July 2025 Placement Agent Warrants, #1) to purchase 53,571 shares of Common Stock (the “July 2025 Placement Agent Warrant Shares #1”) issued to designees of H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”), at an exercise price of $8.75 per share and

(ix) common stock purchase warrants (the “July 2025 Placement Agent Warrants, #2” together with the July 2025 Placement Agent Warrants #1, the “July 2025 Placement Agent Warrants”) to purchase 48,128 shares of Common Stock (the “July 2025 Placement Agent Warrant Shares #2,” together with the July 2025 Placement Agent Warrant Shares #1, the July 2025 Placement Agent Warrant Shares”) issued to designees of the Placement Agent, at an exercise price of $5.8438 per share.

For purposes of this prospectus the term (A) “Warrants” collectively refers to the A-5 Inducement Warrants, the A-6 Inducement Warrants, January 2025 Placement Agent Warrants, the A-7 Inducement Warrants, the A-8 Inducement Warrants, the July 2025 Investor Warrants #1, the July 2025 Investor Warrants #2, the July 2025 Placement Agent Warrants #1 and the July 2025 Placement Agent Warrants #2 and (B) “Warrant Shares” collectively refers to the A-5 Inducement Warrant Shares, the A-6 Inducement Warrant Shares, January 2025 Placement Agent Warrant Shares, the A-7 Inducement Warrant Shares, the A-8 Inducement Warrant Shares, the July 2025 Investor Warrant Shares #1, the July 2025 Investor Warrant Shares #2, the July 2025 Placement Agent Warrant Shares #1 and the July 2025 Placement Agent Warrant Shares #2.

The A-5 Inducement Warrants are exercisable on July 13, 2025 and expire on July 13, 2030. The A-6 Inducement Warrants are exercisable on July 13, 2025 and expire on January 13, 2027. The January 2025 Placement Agent Warrants are exercisable on July 15, 2025 and expire on July 15, 2030. The A-7 Inducement Warrants are exercisable on September 5, 2025 and expire on September 5, 2030. The A-8 Inducement Warrants are exercisable on September 5, 2025 and expire on March 5, 2027.The July 2025 Investor Warrants are exercisable immediately upon issuance for a twenty-four month period following the date of effectiveness of this registration statement and the July 2025 Placement Agent Warrants are exercisable immediately for a five-year period following the commencement of the sales pursuant to the July 2025 Purchase Agreement #1 and the July 2025 Purchase Agreement #2, as applicable. The holders of the June 2025 Shares, the Warrants and the underlying Warrant Shares are each referred to herein as a “Selling Shareholder” and collectively as the “Selling Shareholders.”

This prospectus describes the general manner in which the Shares may be offered and sold. If necessary, the specific manner in which the June 2025 Shares and the Warrant Shares may be offered and sold will be described in a supplement to this prospectus. The June 2025 Shares and Warrants were each issued to the applicable Selling Shareholders in connection with private placement offerings pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated thereunder. For additional information regarding the issuance of the June 2025 Shares, the Warrants and the Warrant Shares, see “June 2025 Private Placement,” “January 2025 Warrant Inducement,” “March 2025 Warrant Inducement,” “July 2025 Registered Direct Offering and Concurrent Private Placement. #1” and “July 2025 Registered Direct Offering and Concurrent Private Placement. #2” beginning on page 14.

The Shares will be resold from time to time by the Selling Shareholders listed in the section titled “Selling Shareholders” beginning on page 15.

The Selling Shareholders, or their respective transferees, pledgees, donees or other successors-in-interest, will sell the Shares through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. The Selling Shareholders may sell any, all or none of the securities offered by this prospectus, and we do not know when or in what amount the Selling Shareholders may sell their Shares hereunder following the effective date of this registration statement. We provide more information about how a Selling Shareholder may sell its Shares in the section titled “Plan of Distribution” on page 23.

We are registering the Shares on behalf of the Selling Shareholders, to be offered and sold by them from time to time. While we will not receive any proceeds from the sale of our Common Stock by the Selling Shareholders in the offering described in this prospectus, we may receive up to: (i) $2.07 per share upon the cash exercise of the A-5 and A-6 Inducement Warrants, (ii) 2.03 per share upon the cash exercise of the A-7 and A-8 Inducement Warrants; (iii) $2.25 per share upon the cash exercise of the January 2025 Placement Agent Warrants (iv) $6.88 per share upon the cash exercise of the July 2025 Investor Warrants #1; (vi) $8.75 per share upon the cash exercise of the July 2025 Placement Agent Warrants #1; (vii) $4.55 per shares upon the exercise of the July 2025 Investor Warrants #2 and (viii) $5.8438 per share upon exercise of the July Placement Agent Warrants #2. Upon the exercise of the Warrants for all 1,760,340 Shares by payment of cash, we would receive aggregate gross proceeds of approximately $9.21 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised, and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. We have agreed to bear all of the expenses incurred in connection with the registration of the Shares. The Selling Shareholders will pay or assume discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of the Shares.

The Common Stock is currently listed on the Nasdaq Capital Market under the symbol “NCPL” On August 15, 2025, the last reported sale price of our Common Stock was $1.985.

This offering will terminate on the earlier of(i)the date when all of the Securities registered hereunder have been sold pursuant to this prospectus or Rule 144 under the Securities Act, and(ii)the date on which all of such securities may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, unless we terminate it earlier.

Investing in our Common Stock involves risks. You should carefully review the risks described under the heading “Risk Factors” beginning on page 12 and in the documents which are incorporated by reference herein before you invest in our Common Stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025.

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