Netcapital (NCPL) Registration Filing summary

Company overview and business model

• Operates a fintech platform enabling private companies to raise capital online from both accredited and non-accredited investors, leveraging Regulation Crowdfunding (Reg CF) and Regulation A offerings via its subsidiaries.

• Generates revenue through listing fees, portal fees (4.9% of capital raised), and a 1% equity success fee; consulting services for equity have been discontinued since fiscal 2025.

• Platform expansion plans include supporting tokenized securities and fractionalized real-world assets, with a partnership established for blockchain-based offerings.

• Broker-dealer subsidiary approved in November 2024, enabling Reg A and Reg D offerings and expanded distribution through partnerships.

Financial performance and metrics

• Fiscal year ended April 30, 2025: revenues of $869,460, gross profit of $829,116, and net loss of $28.3 million; prior year revenues were $4.95 million with a net loss of $4.99 million.

• Six months ended October 31, 2025: revenues of $241,134, gross profit of $231,848, and net loss of $5.77 million.

• Significant revenue decline attributed to cessation of consulting for equity and fewer new issuers; average offering size decreased from $280,978 to $215,745 year-over-year.

• As of January 15, 2026, cash and equivalents totaled $792,771; substantial doubt exists regarding ability to continue as a going concern.

• Recognized $19.9 million in impairment expenses for portfolio investments in fiscal 2025.

Use of proceeds and capital allocation

• Will not receive proceeds from resale of shares by selling shareholders; may receive up to $9.21 million if all warrants are exercised for cash.

• Any proceeds from warrant exercises will be used for working capital and general corporate purposes, including sales and marketing investments domestically and internationally.