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    Netcapital Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Financial Statements and Exhibits

    3/17/25 4:30:14 PM ET
    $NCPL
    Finance: Consumer Services
    Finance
    Get the next $NCPL alert in real time by email
    false 0001414767 0001414767 2025-03-17 2025-03-17 0001414767 NCPL:CommonStock0.001ParValuePerShareMember 2025-03-17 2025-03-17 0001414767 NCPL:WarrantsToPurchaseCommonStockMember 2025-03-17 2025-03-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): March 17, 2025

     

    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 to Purchase 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 2.02. Results of Operations and Financial Condition.

     

    On March 17, 2025, Netcapital Inc. (the “Company”) issued a press release announcing financial results for the period ended January 31, 2025. The text of the press release is furnished as Exhibit 99.1 to this current report.

     

    The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

     

    Item 9.01 Financial Statements and Exhibits

     

    (d) Exhibits.

     

    Exhibit No.   Description
         
    99.1   Press Release dated March 17, 2025.
    104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

     

    -2-

     

     

    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/ Coreen Kraysler
      Name: Coreen Kraysler
      Title: Chief Financial Officer
         
    Dated March 17, 2024    

     

    -3-

     

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