UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 23, 2024, Netcapital Inc. (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), to sell shares of our common stock, par value $0.001 per share, (the “Shares”) having an aggregate sales price of up to $2,100,000, from time to time, through an “at the market offering” program under which Wainwright will act as sales agent. The sales, if any, of the Shares made under the ATM Agreement will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
We will pay Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and have agreed to provide Wainwright with customary indemnification and contribution rights. We will also reimburse Wainwright for certain specified expenses in connection with entering into the ATM Agreement. The ATM Agreement contains customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
We are not obligated to sell any of the Shares under the ATM Agreement and may at any time suspend solicitation and offers thereunder. The offering of Shares pursuant to the ATM Agreement will terminate on the earlier of (1) the sale, pursuant to the ATM Agreement, of Shares having an aggregate offering price of $2,100,000 and (2) the termination of the ATM Agreement by either us or Wainwright, as permitted therein.
The Shares will be issued pursuant to our shelf registration statement on Form S-3 (File No. 333-333-267921) filed by the Company with the SEC on October 18, 2022 and declared effective by the SEC on October 26, 2022. Concurrently herewith, we are filing a prospectus supplement (the “Prospectus Supplement”), dated August 23, 2024, with the U.S. Securities and Exchange Commission in connection with the offer and sale of the Shares.
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any security nor any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
The foregoing description is qualified in its entirety by reference to the full text of the ATM Agreement, the form of which is filed as Exhibit 1.1 to this Current Report.
Attached hereto as Exhibit 5.1, and incorporated by reference to the Prospectus Supplement, is the opinion of CodeLaw LLC relating to the legality of the Shares.
The description of the ATM Agreement is only a summary and is qualified in its entirety by reference to the full text of such document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
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| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | At The Market Offering Agreement between Netcapital Inc. and H.C. Wainwright & Co., LLC | |
| 5.1 | Opinion of CodeLaw LLC | |
| 23.1 | Consent of CodeLaw LLC (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | |
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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) | ||
| August 23, 2024 | By: | /s/ Martin Kay |
| Name: | Martin Kay | |
| Title: | Chief Executive Officer | |
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