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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 29, 2024
NETCAPITAL
INC.
(Exact
name of registrant as specified in charter)
Utah |
|
001-41443 |
|
87-0409951 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1
Lincoln Street, Boston, Massachusetts |
|
02111 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (781) 925-1700
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, $0.001 par value per share |
|
NCPL |
|
The
Nasdaq Stock Market LLC |
Warrants
exercisable for one share of Common Stock |
|
NCPLW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2
of this chapter)
Emerging
growth company ☐.
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.03 – Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
July 29, 2024, Netcapital Inc. (the “Company”) filed articles of amendment (the “Articles of Amendment”) to the
Company’s 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 the Company’s issued and outstanding
shares of common stock, par value $0.001 per share (“Common Stock”), which Articles of Amendment became effective on August
1, 2024. The Reverse Stock Split was previously approved by the Company’s board of directors and authorized by the Company’s
shareholders at the Company’s special meeting of shareholders. The Reverse Stock Split became effective at
4:01p Eastern Time on August 1, 2024, and the Common Stock began trading on a split-adjusted basis at the open of trading
on The Nasdaq Capital Market on August 2, 2024 under new CUSIP number 64113L202 and continues to
trade on The Nasdaq Capital Market under the existing symbol “NCPL”.
Upon
effectiveness of the Reverse Stock Split, every seventy (70) shares of Common Stock issued and outstanding were automatically reclassified
and combined into one share of Common Stock, without any change in the par value per share. Following the Reverse Stock Split, the Company
had approximately 579,445 issued and outstanding shares of Common Stock (subject to adjustment on account of any additional
shares issued in respect of fractional shares resulting from the Reverse Stock Split).
Additionally,
equitable adjustments corresponding to the Reverse Stock Split ratio were made (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.
The
foregoing descriptions of the Reverse Stock Split and the Articles of Amendment do not purport to be complete and are qualified in their
entirety by reference to the complete text of the Articles of Amendment, a copy of which is filed with this Current Report on Form 8-K
as Exhibit 3.1 and is incorporated herein by reference.
Item
8.01 Other Events.
On
July 30, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto
as Exhibit 99.1, and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
Netcapital
Inc.
(Registrant) |
|
|
|
|
By: |
/s/
Martin Kay |
|
Name: |
Martin
Kay |
|
Title: |
Chief
Executive Officer |
|
|
|
Dated
August 2, 2024 |
|
|
Exhibit
3.1
![](https://www.sec.gov/Archives/edgar/data/1414767/000149315224030079/ex3-1_001.jpg) |
|
State
of Utah
DEPARTMENT
OF COMMERCE
Division
of Corporations & Commercial Code
Articles
of Amendment to Articles of Incorporation (Profit) |
Entity
Number: 866715-0142
Non-Refundable
Processing Fee: $37.00
Pursuant
to UCA § 16-10a part 10, the individual named below causes this Amendment to the Articles of Incorporation to be delivered to the
Utah Division of Corporations for filing, and states as follows:
1.
The name of the corporation is: Netcapital Inc.
2.
The date the following amendment(s) was adopted: July 24, 2024
3.
If changing the corporation name, the new name of the corporation is:
4.
The text of each amendment adopted (include attachment if additional space needed):
The
Articles of Incorporation are hereby amended by revising Article IV to include a new Article IV-C as set forth on Annex A attached hereto.
5.
If providing for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained
in the amendment itself:
6.
Indicate the manner in which the amendment(s) was adopted (mark only one):
|
|
Adopted
by Incorporators or Board of Directors - Shareholder action not required. |
|
|
|
X |
|
Adopted
by Shareholders - Number of votes cast for amendment was sufficient for approval. |
7.
Delayed effective date (if not to be effective upon filing) 08/01/2024 (MM-DD-YYYY not to exceed 90 days)
Under
penalties of perjury, I declare that this Amendment of Articles of Incorporation has been examined by me and is, to the best of my knowledge
and belief, true, correct and complete.
By: |
/s/
Martin Kay |
|
|
|
|
Title: |
Chief
Executive Officer |
|
Date:
07/29/2024
Under
GRAMA {63G-2-201}, all registration information maintained by the Division is classified as public record. For confidentiality purposes,
you may use the business entity physical address rather than the residential or private address of any individual affiliated with the
entity.
Mailing/Faxing.
Information:www.corporations.utah.gov/contactus.html Division’s website:www.corporations.utah.gov
ANNEX
A
The
Articles of Incorporation are hereby amended by revising Article IV to include a new Section C as follows:
“ARTICLE
IV-C
Reverse
Stock Split. Effective at 4:01 p.m. Eastern Time (the “Effective Time”) on the effective date of the articles
of amendment adding this Section C to Article FOURTH of the articles of incorporation of the corporation (the “Effective
Date”), every seventy (70) shares of Common Stock issued and outstanding or held by the corporation in treasury stock,
in each case immediately prior to the Effective Time, shall automatically be combined and reclassified into one (1) validly issued, fully
paid and non-assessable share of Common Stock without any further action by the corporation or the holder thereof (the “Reverse
Split”); provided, however, that if the Reverse Split would result in any holder of Common Stock having a number of shares
of Common Stock that is, in the aggregate, less than one (1) share (a “Fractional Share”), such holder shall
be entitled to receive a whole share of Common Stock in lieu of a Fractional Share. The Reverse Split shall have no effect on the number
of authorized shares of Common Stock or the par value per share thereof.”
Exhibit
99.1
Netcapital
Announces 1-for-70 Reverse Stock Split
BOSTON,
MA – July 30, 2024 – Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital
markets ecosystem, today announced today announced that the Company’s board of directors (the “Board”) approved a reverse
stock split (the “Reverse Stock Split”) of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), at a ratio of 1-for-70 (the “Reverse Stock Split Ratio”). The Reverse Stock Split is expected to become effective
immediately after the close of trading on the Nasdaq Capital Market (the “Nasdaq”) on August 1, 2024 (the “Effective
Time”), and the Company’s Common Stock is expected to begin trading on the Nasdaq on a split-adjusted basis at the opening
of trading on August 2, 2024, under the existing ticker symbol “NCPL”, new CUSIP number 64113L202. The Company’s publicly
traded warrants will continue to be traded on the Nasdaq under the existing ticker symbol “NCPLW” and existing CUSIP number.
The
Reverse Stock Split was approved by the Company’s shareholders at the Company’s Special Meeting of Shareholders, held on
July 24, 2024, with the final ratio to be determined by the Board. The Company has filed an amendment to its Articles of Incorporation
(the “Charter”) to implement the Reverse Stock Split as of the Effective Time. The primary goal of the Reverse Stock Split
is to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 per share bid price requirement
set forth in Nasdaq’s listing rules for continued listing on the Nasdaq.
At
the Effective Time, every seventy (70) shares of Common Stock issued and outstanding or held as treasury stock will be automatically
combined and converted into one share of Common Stock. Once effective, the Reverse Stock Split will reduce the current number of issued
and outstanding shares of Common Stock from approximately 40.54 million to approximately 0.58 million. The total number of shares of
Common Stock authorized for issuance under the Charter, and the par value per share of Common Stock will not change.
Equitable
adjustments will be made to the number of shares of the Common Stock issuable upon exercise of the Company’s equity awards, and
warrants and the number of shares issuable under the Company’s equity incentive plans, as well as the applicable exercise prices
for such equity awards and warrants, in accordance with their terms.
No
fractional shares will be issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive
a fractional share will instead be entitled to receive one whole share of Common Stock in lieu of such fractional share.
Equity
Stock Transfer LLC is acting as transfer and exchange agent for the Reverse Stock Split. Registered shareholders who hold shares of Common
Stock in uncertificated form are not required to take any action to receive post-reverse split shares and holders of certificated shares
will receive instructions from the Equity Stock Transfer LLC. Shareholders owning shares through an account at a brokerage firm, bank,
dealer, custodian or other similar organization acting as nominee will have their positions automatically adjusted to reflect the Reverse
Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the
Reverse Stock Split.
Additional
information about the Reverse Stock Split can be found in the Company’s definitive proxy statement filed with the U.S. Securities
and Exchange Commission (the “SEC”) on June 7, 2024, which is available free of charge at the SEC’s website at www.sec.gov,
and on the Company’s website Investor Relations website at netcapitalinc.com/#Investors.
About
Netcapital Inc.
Netcapital
Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides
private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing
and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal,
Inc. is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory
Authority (FINRA), a registered national securities association.
Forward
Looking Statements
The
information contained herein includes forward-looking statements. These statements relate to future events or to our future financial
performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other
factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity,
performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to
these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity.
We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual
results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available
in the future.
Investor
Contact
800-460-0815
ir@netcapital.com
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Netcapital (NASDAQ:NCPL)
過去 株価チャート
から 8 2024 まで 9 2024
Netcapital (NASDAQ:NCPL)
過去 株価チャート
から 9 2023 まで 9 2024