Filed Pursuant to Rule 424(b)(5)
Registration No. 333-267921
PROSPECTUS SUPPLEMENT
(To Prospectus Dated October 26, 2022)
Up to $975,000
Common Stock
Netcapital Inc.
This prospectus supplement amends and supplements the information in the prospectus, dated October 26, 2022, filed as a part of our registration statement on Form S-3 (File No. 333-267921), as supplemented by our prospectus supplement dated August 23, 2024, or the Prior Prospectuses. This prospectus supplement should be read in conjunction with the Prior Prospectuses, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the Prior Prospectuses. This prospectus supplement is not complete without, and may only be delivered or utilized in connection with, the Prior Prospectuses, and any future amendments or supplements thereto.
We filed the Prior Prospectuses to register the offer and sale of our common stock, par value $0.001 per share, from time to time pursuant to the terms of that certain At The Market Offering Agreement, or the sales agreement, between H.C. Wainwright & Co., LLC, or Wainwright, acting as the agent, and us.
We are filing this prospectus supplement to amend the Prior Prospectuses to update the amount of shares we are eligible to sell under General Instruction I.B.6 on Form S-3. As a result of these limitations and the current public float of our common stock, and in accordance with the terms of the sales agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $975,000 from time to time through Wainwright, which does not include the shares of common stock having an aggregate sales price of approximately $2,099,667 that were sold pursuant to the Prior Prospectuses to date.
As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates of our public float was approximately $9,295,284 based on a total number of 2,280,825 shares of common stock outstanding, of which 2,250,674 shares of common stock were held by non-affiliates, at a price of $4.13 per share, the closing sales price of our common stock on June 20, 2025, which is the highest closing price of our common stock on Nasdaq Capital Market within the prior 60 days. We have sold approximately $2,099,667 of securities pursuant to General Instruction I.B.6 of Form S-3 during the prior 12-calendar month period that ends on and includes the date of this prospectus supplement (excluding this offering). Accordingly, based on the foregoing, we are currently eligible under General Instruction I.B.6 of Form S-3 to offer and sell shares of our Common Stock having an aggregate offering price of up to approximately $998,761. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.
Our common stock is listed on the Nasdaq Capital Market under the symbol “NCPL.” On June 20, 2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $4.13 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
H.C. Wainwright & Co.
The date of this prospectus supplement is June 23, 2025