What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-08-12 compared with 2024-07-29 · 341 added, 341 removed, 259 unchanged (72% of the section changed)

is a fintech company with a scalable technology platform that allows private companies to raise capital online from accredited and

non-accredited investors.

We give all investors the opportunity to access investments in private companies.

Our model is disruptive to

traditional private equity investing and is based on Title III, Regulation Crowdfunding (“Reg CF”) of the Jumpstart Our Business

Startups Act (“JOBS Act”).

In addition, we have recently expanded our model to include Regulation A (“Reg A”)

We generate fees from listing private companies on our funding portal located at www.netcapital.com.

We also generate fees

from advising companies with respect to their Reg A offerings posted on www.netcapital.com.

Our consulting group, Netcapital Advisors

(“Netcapital Advisors”), which is a wholly owned subsidiary, provides marketing and strategic advice to companies in

exchange for cash fees and/or equity positions.

The Netcapital funding portal is registered with the SEC, is a member of the Financial

Industry Regulatory Authority (“FINRA”), a registered national securities association, and provides investors with opportunities

to invest in private companies.

Neither Netcapital Advisors, nor any Netcapital entity or subsidiary, is a broker- dealer, nor do any

of such entities operate as a broker-dealer with respect to any Reg A offering listed on the www.netcapital.com website.

provide private company investment access to accredited and non-accredited investors through our online portal (www.netcapital.com),

which is operated by our wholly owned subsidiary Netcapital Funding Portal, Inc.

The Netcapital funding portal charges a $5,000 listing

fee, a 4.9% portal fee for capital raised at closing, and beginning in fiscal year 2024, a 1% success fee paid for with equity of the

funding portal customer.

In addition, the portal generates fees for other ancillary services, such as rolling closes.

Netcapital Advisors

generates fees and equity stakes from consulting in select portfolio (“portfolio Companies”) and non-portfolio clients.

respect to its services for Reg A offerings, Netcapital Advisors charges a monthly flat fee for each month the offering is listed on

the netcapital.com website as well as a nominal administrative flat fee for each investor that is processed to cover out-of-pocket costs.

generated revenues of $4,951,435, with costs of service of $108,060, in the year ended April 30, 2024 for a gross profit of $4,843,375

is a fintech company with a scalable technology platform that allows private companies to raise capital online from accredited

and non-accredited investors.

We give virtually all investors the opportunity to access investments in private companies.

is disruptive to traditional private equity investing and is based on Title III, Regulation Crowdfunding (“Reg CF”) of

the Jumpstart Our Business Startups Act (“JOBS Act”).

We generate fees from listing private companies on our funding

portal located at www.netcapital.com.

Our consulting group, Netcapital Advisors Inc.

(“Netcapital Advisors”), which is a

wholly owned subsidiary, provides marketing and strategic advice to companies in exchange for cash fees and previously also received

equity positions in certain select portfolio companies.

The Netcapital funding portal is registered with the SEC, is a member of the Financial Industry Regulatory

Authority (“FINRA”), a registered national securities association, and provides investors with opportunities to invest

in private companies.

In addition, we recently expanded our model to include Regulation A (“Reg A”) offerings, which are

conducted by our wholly owned subsidiary Netcapital Securities Inc.

“(“Netcapital Securities”), which is a

licensed broker-dealer with FINRA.

Both A and Reg CF offerings are made available to investors via the Company’s website,

www.netcapital.com.

provide private company investment access to accredited and non-accredited investors through (i) our online portal (www.netcapital.com),

which is operated by our wholly owned subsidiaries Netcapital Funding Portal, Inc and (ii) our broker-dealer subsidiary, Netcapital Securities.

The Netcapital funding portal charges a $5,000 listing fee, a 4.9% portal fee for capital raised at closing, and beginning in fiscal

year 2025, a 1% success fee paid for with equity of the funding portal customer.

In addition, the portal generates fees for other ancillary

services, such as rolling closes.

Netcapital Advisors previously generated fees and equity stakes from consulting in select portfolio

(“Portfolio Companies”) and non-portfolio clients.

Given our limited staff, we did not seek consulting engagements in fiscal

2025 and we do not plan to seek them in fiscal 2026.

With respect to services for Reg A offerings, Netcapital Securities charges a listing

fee of $25,000 and a success fee of 4.9% of the capital raised by an issuer under Reg A.

generated revenues of $869,460, with costs of service of $40,344, in the year ended April 30, 2025 for a gross profit of $829,116 as

compared to revenues of $4,951,435, with costs of service of $108,060, in the year ended April 30, 2025 for a gross profit of $4,843,375

(consisting of $3,537,700 in equity securities for payment of services and $1,413,736 in cash-based revenues, offset by $108,060 for

costs of services) as compared to revenues of $8,493,985 with costs of service of $85,038 in the year ended April 30, 2023 for a gross

profit of $8,408,947 (consisting of $7,105,000 in equity securities for the payment of services and $1,388,985 in cash-based revenues,

offset by $85,038 for costs of services).

We provided additional services for two (2) and four (4) of our Portfolio Companies during

the years ended April 30, 2024 and 2023, respectively, and our cash-based gross profits as a percentage of gross profits were approximately

1% in both fiscal years.

costs of services).

In fiscal 2025, we did not provide consulting services to Portfolio Companies in exchange for equity, which accounts

for the largest portion of our decline in revenues in fiscal 2025 as compared to fiscal 2024 as we received revenues of approximately

$3.5 million fiscal 2024 and compared to $0 in fiscal 2025.

However, our funding portal did charge a 1% fee, payable in securities, to

every issuer that closed an offering.

The dollar value of that fee amounted to $72,090 and $97,700 for the years ended April 30, 2025

and 2024, respectively.

from portal fees decreased by $285,294, or 33%, in fiscal 2025 to $589,074 from $874,368 in fiscal 2024.

Revenue from portal fees consists

of a 4.9% fee of the total capital raised by an issuer plus fixed miscellaneous charges for administrative fees, such as a rolling close,

or the filing of an amended offering statement.

The decrease is attributable to a 29% decrease in the total dollars invested through

the portal, from $14.8 million in fiscal 2024 to $10.6 million in fiscal 2025.

The total number of issuers on the Netcapital funding

portal in fiscal 2025 and 2024 that successfully closed an offering was 49 and 53, respectively.

from listing fees decreased by $234,540, or 53%, to $207,500 in fiscal 2025 as compared to $442,040 in fiscal 2024.

The decrease in listing

revenue is directly attributable to the 54% decrease in offerings launched in fiscal 2025, as compared to fiscal 2024.

New listings dropped

from 82 in Fiscal 2024 to 38 in fiscal 2025.

Listing fees are typically $5,000 per issuer, and they are the first form of revenue earned

by our Funding Portal when an issuer signs a contract with us to sell securities on the funding portal.

After the listing contract is

signed, an issuer typically takes two months before it is ready to launch an offering.

Most issuers remain on the funding portal, marketing

their offering, for a period of six to nine months.

fiscal 2025 and 2024, the average amount raised in an offering on the Netcapital funding portal was $215,745 and $280,978, respectively.

The total number of offerings on the Netcapital funding portal in fiscal 2024 and 2023 that closed was 70 and 63, respectively, of which

The total number of offerings on the Netcapital funding portal in fiscal 2025 and 2024 that closed was 70 in each fiscal year, of which

21 and 17 offerings hosted on the Netcapital funding platform in fiscal 2025 and 2024, respectively, terminated their listings without

raising the required minimum dollar amount of capital.

As of the date of this report, we own minority equity positions in 20 Portfolio

Companies that have utilized the funding portal to facilitate their offerings, for which equity was received as payment for services.

Netcapital.com

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addition to access to the Funding Portal, the Funding Portal provides the following services:

a fully automated onboarding process;

automated filing of required regulatory documents;

compliance review;

custom-built offering page on our portal website;

third party transfer agent and custodial services;

email marketing to our proprietary list of investors;

rolling closes, which provide potential access to liquidity

before final close date of offering;

assistance with annual filings;

direct access to our team for ongoing support.

fully automated onboarding process;

filing of required regulatory documents;

offering page on our portal website;

party transfer agent and custodial services;

marketing to our proprietary list of investors;

closes, which provide potential access to liquidity before final close date of offering;

with annual filings;

access to our team for ongoing support.

consulting group, Netcapital Advisors helps companies at all stages to raise capital.

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technology consulting and online marketing services to assist with fundraising campaigns on the Netcapital platform.

We also act as an

incubator and accelerator, taking equity stakes in select disruptive start-ups.

In the past we also

acted as an incubator and accelerator, taking equity stakes in select disruptive start-ups, and we own positions in ten of these Portfolio

Companies that we value at approximately $6 million.

We have written off our investment in twelve Portfolio Companies and recorded a

non-cash loss of more than $19.9 million from our non-cash investment in failed entities.

Advisors’ services include:

incubation of technology start-ups;

investor introductions;

online marketing;

website design, software and software development;

message crafting, including pitch decks, offering pages, and

strategic advice;

technology consulting.

Broker-Dealer Business

recently formed wholly owned subsidiary, Netcapital Securities Inc.

has applied for broker-dealer registration with the Financial Industry

Regulatory Authority (“FINRA”).

We that by having a registered broker-dealer, it will create opportunities to expand revenue

base by hosting and generating additional fees from Reg A+ and Reg D offerings on the Netcapital platform;, earning additional fees in

connection with offerings that may result from the introduction of clients to other FINRA broker-dealers and expanding our distribution

capabilities by leveraging strategic partnerships with other broker-dealers to distribute offerings of issuers that utilize the Netcapital

platform to a wider range of investors in order to maximize market penetration and optimize capital raising efforts.

Netcapital Securities

Inc.’s application to become a registered broker-dealer remains subject to regulatory approval and/or licensing from the Financial

Regulatory Authority (FINRA) and the Securities and Exchange Commission (SEC).

No assurance can be given as to when or if such approvals

may be granted or when, if at all, Netcapital will be able to expand the services it offers.

As of the date of this Annual Report, Netcapital

Securities Inc.

has not conducted any business activities.

introductions;

design, software and software development;

crafting, including pitch decks, offering pages, and ad creation;

Broker-Dealer

November 2024, wholly owned subsidiary, Netcapital Securities Inc.

received approval from FINRA to become a FINRA-member broker dealer.

We believe that by having a registered broker-dealer, it may create opportunities to expand the Company’s revenue base by hosting

and generating additional fees from Reg A and Reg D offerings on the Netcapital platform, earning additional fees in connection with

offerings that may result from the introduction of clients to other FINRA broker-dealers and expanding our distribution capabilities

by leveraging strategic partnerships with other broker-dealers to distribute offerings of issuers that utilize the Netcapital platform

to a wider range of investors in order to maximize market penetration and optimize capital raising efforts.

As of the date of this report,

Netcapital Securities has been engaged by one issuer seeking to raise capital via a Regulation A offering.

compete with a number of public and private companies that provide assistance with capital raising, strategy, technology consulting,

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Anti-money laundering laws outside of the United States contain some similar provisions.

In the event that our wholly-owned subsidiary

receives a broker-dealer license, we will become subject to additional regulation and supervision of the SEC and FINRA, including without

limitation Rule 15c3-1 under the Securities Exchange Act of 1934 (the Uniform Net Capital Rule).

The Uniform Net Capital Rule specifies

minimum capital requirements intended to ensure the general financial soundness and liquidity of broker-dealers.

The Uniform Net Capital

Rule prohibits broker-dealers from paying cash dividends, making unsecured advances or loans or repaying subordinated loans if such payment

would result in a net capital amount of less than 5% of aggregate debit balances or less than 120% of its minimum dollar requirement.

Our failure to comply with these requirements as applicable to us could have a material adverse effect on us.

We are also subject to additional regulation

and supervision of the SEC and FINRA, including without limitation Rule 15c3-1 under the Securities Exchange Act of 1934 (the Uniform

Net Capital Rule).

The Uniform Net Capital Rule specifies minimum capital requirements intended to ensure the general financial soundness

and liquidity of broker-dealers.

The Uniform Net Capital Rule prohibits broker-dealers from paying cash dividends, making unsecured advances

or loans or repaying subordinated loans if such payment would result in a net capital amount of less than 5% of aggregate debit balances

or less than 120% of its minimum dollar requirement.

Our failure to comply with these requirements as applicable to us could have a material

adverse effect on us.

traditional funding model restricts access to capital, investments and liquidity.

According to Harvard Business Review, venture capital

firms, or VCs, invest in fewer than 1% of the companies they consider and only 10% of VC meetings are obtained through cold outreach.

In addition, only 2% of VC funding went to women in 2022, according to PitchBook, while only 1% went to black-owned firms, according

to TechCrunch.

firms (“VCs”) invest in fewer than 1% of the companies they consider and only 10% of VC meetings are obtained through cold

In addition, only 2% of VC funding went to women-owned firms in 2024, according to PitchBook, while Crunchbase revealed that

only 0.4% of startup funding went to black-owned firms.

under the traditional model, the average investor lacked access to early-stage investments.

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JOBS Act helped provide a solution to these issues by establishing the funding portal industry, which is currently in its infancy.

III of the JOBS Act outlines Reg CF, which traditionally allowed private companies to raise up to $1.07 million from all Americans.

March 2021, regulatory enhancements by the SEC went into effect and increased the limit to $5 million every 12 months.

These amendments

increased the offering limits for Reg CF, Regulation A and Regulation D, Rule 504 offerings as follows:

III of the JOBS Act outlines Reg CF, which traditionally allowed private companies to raise up to $1.07 million.

In March 2021, regulatory

enhancements by the SEC went into effect and increased the limit to $5 million.

These amendments increased the offering limits for Reg

CF, Reg A and Regulation D, Rule 504 offerings as follows:

Reg CF increased to $5 million;

Regulation D, Rule 504 increased to $10 million from $5 million;

and Regulation A Tier 2 increased to $75 million from $50 million.

was $494 million raised via Reg CF in 2022, according to Crowdwise.

We believe a significant opportunity exists to disrupt private capital

markets via the Netcapital funding portal.

Private capital markets reached $12 trillion by the first half of 2022, per McKinsey.

this market, private equity represents the largest share, with assets in excess of $3 trillion and a 10-year compound annual growth rate

(CAGR) of 10%.

Since 2000, global private equity (“PE”), net asset value has increased almost tenfold, nearly three times

faster than the size of the public equity market.

Both McKinsey and Boston Consulting Group predict that this strong growth will continue,

as investors allocate increasing amounts to private equity, due to historically higher returns and lower volatility than public markets.

In addition, Boston Consulting Group estimates that there are $42 trillion held in retail investment accounts, which we believe represents

a large pool of potential account holders for us.

Regulation D, Rule 504 increased to $10 million

from $5 million;

and Reg A Tier 2 increased to $75 million from $50 million.

to KingsCrowd, the 2021 increase in offering limits has served to boost the attractiveness of Reg CF to later stage issuers.

previous $1 million cap on annual funding was perceived as too restrictive for capital-intensive companies, $5 million every twelve months

can be a viable alternative for companies post seed stage.

CF funding grew from $74.8 million in 2018 to $343.6 million in 2024, an increase of 360%, according to KingsCrowd.

Although funding

was down from its 2021 peak of $496.1 million, the number of Reg CF raises reached a new high in the final month of 2024 to 569 offerings,

above the previous high in March 2022 of 561.

The average investment size also increased by 26% in 2024 to $1,500 from $1,190 in the

previous year.

We believe a significant opportunity exists to disrupt private capital markets via the Netcapital funding portal.

A+ offerings raised $244 million in 2024, an increase of 7.5% from the previous year, according to KingsCrowd.

While 61 offerings closed

during the year, 34 new offerings were launched.

$2 million was the 2024 median Reg A+ raise, while the average raise was $7.7 million.

We plan to support Reg A+ raises through our broker-dealer subsidiary, Netcapital Securities.

Netcapital platform is a scalable, real-time, transaction-processing engine that runs without human intervention, 24 hours a day, seven

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of unregistered or private securities.

We are currently working with Templum to design the software required to allow issuers and investors

on the Netcapital platform to access the Templum ATS in order to engage in secondary trading of securities in a regulatorily compliant

The operation of the Templum ATS, however, remains subject to extensive regulation and oversight.

As of the date of this report, we have paused further development and roll-out while we reevaluate

evolving market conditions and customer expectations.

operation of the Templum ATS is (or any similar ATS will be) subject to extensive regulation and oversight.

Accordingly, any regulatory

delays or objections will result in delays in our ability to launch the proposed platform.

While we are currently working with Templum

on the design of the required software to enable the access to secondary trading on the Templum ATS, no assurance can be given as to

when, or if, we will be able to successfully complete this project in order to enable access to a secondary trading feature beta (testing)

version to a closed group of users for testing before any final launch is made to the public, and Templum’s approval.

required to launch the platform include, but are not limited to, plug-in of Templum’s KYC and AML requirements to enable interested

users to directly send to the Templum ATS any KYC/AML information required by Templum for review and approval, as well as the launch

of a beta version to a closed group of users.

In July 2024, we announced the launch of our beta version for this secondary

trading platform and our goal is to offer such secondary trading platform through the Templum ATS to all issuers and investors on the

Netcapital funding portal before the end of 2024 subject to compliance with all regulatory requirements, however, we do not know when,

or if, this feature will be fully completed and launched, as there are many details that remain to be completed.

operation of the Templum ATS is subject to extensive regulation and oversight.

Accordingly, any regulatory delays or objections will

result in delays in our ability to launch the proposed platform.

In addition, because we cannot easily switch between operators of secondary

trading platforms of this nature, any disruption of or interference, whether due to regulatory issues or natural disasters, cyber-attacks,

terrorist attacks, power losses, telecommunications failures, or other similar events, would impact our operations and may adversely

affect the ability of issuers and investors to utilize this platform.

There is no obligation for Templum to renew its agreements with

us on commercially reasonable terms or at all.

delays or objections will also result in delays in our ability to fully launch the proposed platform.

In addition, because we cannot

easily switch between operators of secondary trading platforms of this nature, any disruption of or interference, whether due to regulatory

issues or natural disasters, cyber-attacks, terrorist attacks, power losses, telecommunications failures, or other similar events, would

impact our operations and may adversely affect the ability of issuers and investors to utilize this platform.

There is no obligation

for Templum to renew its agreements with us on commercially reasonable terms or at all.

and individual investors may face significant risk when buying securities on our proposed secondary trading platform.

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currently have a revenue model associated with the sales of securities on the proposed ATS.

However, we may seek incorporate this revenue

model in the future, provided that we determine any such revenue model is in strict compliance with all regulatory guidelines.

currently anticipate that we will also be able to sell our interests in any portfolio company using the Templum ATS provided such sales

are made in a regulatorily compliant matter.

We expect to place a restriction on any sales during any period in which an issuer is offering

its securities for sale on the Netcapital funding platform.

In addition, securities issued in a Reg CF transaction generally cannot be

resold for a period of one year, unless the securities are transferred:

However, we may seek to incorporate this

revenue model in the future, provided that we determine any such revenue model is in strict compliance with all regulatory guidelines.

currently anticipate that we will also be able to sell our interests in any portfolio company using the Templum ATS (or any similar ATS)

provided such sales are made in a regulatorily compliant matter.

We expect to place a restriction on any sales during any period in which

an issuer is offering its securities for sale on the Netcapital funding platform.

In addition, securities issued in a Reg CF transaction

generally cannot be resold for a period of one year, unless the securities are transferred:

(1) to the issuer of the securities;

(2) to an “accredited

to an “accredited investor”;

(3) as part of an offering registered with the SEC;

or (4) to a member of the family of the purchaser or the equivalent,

to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent,

or in connection with the death or divorce of the purchaser or other similar circumstance.

Accordingly, any shares owned by us would

also be subject to these restrictions.

Additional restrictions may be implemented, and there can be no assurance that we will ever sell

any of our interests in any portfolio company using the Templum ATS.

Further, our insider trading policy prohibits all of our employees,

officers, consultants and directors from buying or selling securities while in possession of material non-public information and all

such parties are also required to maintain strict confidentiality of all such information.

In addition, in order to maintain compliance

with our insider trading policies, any affiliate or employee seeking to trade securities in any issuer listed on the funding portal must

receive prior approval and clearance from our Chief Financial Officer and all such requests for clearance will be documented and maintained

with our compliance department.

or (4) to a member of the family of the

purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of

the purchaser or the equivalent, or in connection with the death or divorce of the purchaser or other similar circumstance.

any shares owned by us would also be subject to these restrictions.

Additional restrictions may be implemented, and there can be no assurance

that we will ever sell any of our interests in any portfolio company using the Templum ATS (or any other similar ATS).

Further, our insider

trading policy prohibits all of our employees, officers, consultants and directors from buying or selling securities while in possession

of material non-public information and all such parties are also required to maintain strict confidentiality of all such information.

In addition, in order to maintain compliance with our insider trading policies, any affiliate or employee seeking to trade securities

in any issuer listed on the funding portal must receive prior approval and clearance from our Chief Financial Officer and all such requests

for clearance will be documented and maintained with our compliance department.

Netcapital funding portal is currently registered with the SEC and is a member of FINRA.

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and Republic Core LLC.

Given the rapid growth in the industry and

its potential to disrupt the multi-billion dollar private capital market, we believe there is sufficient room for multiple players.

major tailwinds are driving accelerated growth in the shift to the use of online funding portals:

(i) the COVID-19 pandemic;

the increase in funding limits under Reg CF.

The pandemic drove a rapid need to bring as many processes as possible online.

restrictions in place and most people in lockdown, entrepreneurs were no longer able to fundraise in person and have increasingly turned

to online capital raising through funding portals.

are numerous industry drivers and tailwinds that complement investor demand for access to investments in private companies.

To capitalize

on these, our strategy is to:

Given the rapid growth in the industry and its

potential to disrupt the multi-billion dollar private capital market, we believe there is sufficient room for multiple players.

strategy is to:

New Investor Accounts.

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Additional Business Development Staff.

We seek to hire additional business development staff that is technology and financially passionate

about capital markets to handle our growing backlog of potential customers.

We seek to hire additional business development staff to generate new crowdfunding clients.

the Number of Companies on Our Platform via Marketing.

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and brand ambassadors as new investors to Netcapital.

We plan to increase our marketing budget to help grow our portal and advisory

We plan to increase our marketing budget to help grow our portal clients.

in Technology.

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our platform and allow us to pursue additional service offerings.

and Accelerate Our Advisory Portfolio Clients.

The advisory portfolio and our equity interests in select advisory clients represent

potential upside for our shareholders.

We seek to grow this model of advisory clients.

Our Advisory Portfolio Clients.

The advisory portfolio and our equity interests in select advisory clients represent potential upside

for our shareholders.

We seek to assist our advisory clients.

Internationally.

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We believe that lack of liquidity is a key issue for investors in private companies in our targeted

Accordingly, we are exploring ways in which we can provide our clients with the ability to access a secondary trading

In January 2023, we entered into the Templum License Agreement to provide issuers and investors on the Netcapital platform

with the potential for greater distribution and liquidity.

Accordingly, we are exploring ways in which we can provide our clients with the ability to access a secondary trading feature.

In January 2023, we entered into the Templum License Agreement to provide issuers and investors on the Netcapital platform with the

potential for greater distribution and liquidity.

Templum is an operator of an ATS with approval in 53 U.S.

territories for the trading of unregistered or private securities to provide issuers and investors on the Netcapital platform with

the potential for greater distribution and liquidity.

We are currently working with Templum on the design of the required software

to enable issuers and investors on the Netcapital platform the ability to access the Templum ATS in order to engage in secondary

trading of securities.

In July 2024, we announced the launch of our beta version for this secondary

trading platform and our goal is to offer such secondary trading platform through the Templum ATS to all issuers and investors on the

Netcapital funding portal before the end of 2024 subject to compliance with all regulatory requirements, however, we do not know when,

or if, this feature will be fully completed and launched, as there are many details that remain to be completed.

states and territories

for the trading of unregistered or private securities to provide issuers and investors on the Netcapital platform with the potential

for greater distribution and liquidity.

We are currently working with Templum on the design of the required software to enable issuers

and investors on the Netcapital platform the ability to access the Templum ATS in order to engage in secondary trading of securities.

In July 2024, we announced the launch of our beta version for this secondary trading platform and our goal was to offer such secondary

trading platform through the Templum ATS to all issuers and investors on the Netcapital funding portal before the end of 2025 subject

to compliance with all regulatory requirements, As of the date of this report, we have paused further development and roll-out while

we reevaluate evolving market conditions and customer expectations.

Verticals Represent a Compelling Opportunity.

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our model to include Regulation A and Regulation D offerings.

Broker-Dealer License.

In May 2024, we announced that our wholly-owned subsidiary, Netcapital Securities Inc.

applied for broker-dealer

registration with the Financial Industry Regulatory Authority (“FINRA”).

We that by having a registered broker-dealer,

it will create opportunities to expand revenue base by hosting and generating additional fees from Reg A+ and Reg D offerings on

the Netcapital platform;, earning additional fees in connection with offerings that may result from the introduction of clients to

other FINRA broker-dealers and expanding our distribution capabilities by leveraging strategic partnerships with other broker-dealers

to distribute offerings of issuers that utilize the Netcapital platform to a wider range of investors in order to maximize market

penetration and optimize capital raising efforts.

Netcapital Securities Inc.’s application to become a registered broker-dealer

remains subject to regulatory approval and/or licensing from the Financial Regulatory Authority (FINRA) and the Securities and Exchange

Commission (SEC).

No assurance can be given as to when or if such approvals may be granted or when, if at all, Netcapital will be

able to expand the services it offers.

key part of our story involves the potential value creation driven by our portfolio companies.

Broker-Dealer

In November 2024, our wholly-owned subsidiary, Netcapital Securities Inc.

received approval to become a FINRA-member broker

We believe that by having a registered broker-dealer, it may create opportunities to expand the Company’s revenue base

by hosting and generating additional fees from Reg A and Reg D offerings on the Netcapital platform, earning additional fees in connection

with offerings that may result from the introduction of clients to other FINRA broker-dealers and expanding our distribution capabilities

by leveraging strategic partnerships with other broker-dealers to distribute offerings of issuers that utilize the Netcapital platform

to a wider range of investors in order to maximize market penetration and optimize capital raising efforts.

additional part of our story involves the potential value creation driven by our portfolio companies.

In our portfolio, we focus on companies

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success depends in part on its ability to grow and take advantage of efficiencies of scale;

communicators close more deals.

ChipBrain LLC’s emotionally intelligent AI assistant provides real-time emotion, tone, and facial

expression feedback in live conversations across text, voice, and video.

Taking the guesswork out of identifying conversational cues,

the company’s technology enables sales professionals to see at a glance how they are coming across to customers.

related to an investment in ChipBrain include, but are not limited to the following:

future growth depends to a large extent on its ability to effectively anticipate and adapt to customer requirements and offer services

that meet customer demands;

failure to attract and retain key employees could hurt the business, and the management team does not have extensive experience in

the operation of businesses such as ChipBrain;

intentional or unintentional disruption, failure, misappropriation or corruption of its network and information systems could severely

affect its business.

by famous venture capitalist Tim Draper, napster founder, Shawn Fanning, and co-creator of Guitar Hero, Kai Huang, Zelgor Inc.(“Zelgor”)

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business of mobile applications is competitive and is expected to become increasingly competitive in the future.

LLC (“MustWatch”) brings your friends and favorite shows together all in one place.

The Watch Party app makes it easy to

find new shows, see what your friends are watching, and recommend great shows to each other.

The company’s platform delivers targeted

show recommendations based on the television viewing tastes of users’ friends and family.

It’s not a single streaming platform’s

media catalog, but a cross-platform television guide, crowdsourced from your friends and family.

related to an investment in MustWatch include, but are not limited to the following:

inability to use software licensed from third parties, or to use open source software under license terms that interfere with its

proprietary rights, could disrupt its business;

business depends on continued, unimpeded access to the Internet by MustWatch and its users, but Internet access providers and Internet

backbone providers may be able to block, degrade or charge for access to or bandwidth use of certain of our products and services,

which could lead to additional expenses and the loss of users;

to comply with laws and contractual obligations related to data privacy and protection could have a material adverse effect on the

business, financial condition and operating results of MustWatch.

Cancer Immunotherapy

Therapeutics’s (“C-Reveal”) proprietary technology, developed at Massachusetts General Hospital and Harvard University,

helps the body’s immune system to identify and destroy cancer cells by inhibiting key enzymes that conceal the disease.

pending approach is designed to improve the efficacy of treating a broad range of cancers.Risks related to an investment in C-Reveal

include, but are not limited to the following:

may not be able to secure and maintain relationships with research institutions and clinical investigators that are capable of conducting

and have access to necessary patient populations for the conduct of C-Reveal’s clinical trials;

product development programs will be based on novel technologies and are inherently risky;

clinical trials may not be successful.

product is an AI-powered database and CRM hybrid that uses data and emotionally intelligent AI to boost direct one-to-one marketing efforts.

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prospects and results of operations

Media Group Inc.

Media Group, Inc.

is an advanced marketing and technology solutions provider.

Caesar Media Group is designed to leverage its technology

and data to provide lead generation, search engine optimization (SEO) website development, project development, digital marketing, content

management, customer service, and sales management.

related to an investment in Caesar Media include, but are not limited to the following:

Media has a ability to prevent competitors from marketing similar products or services;

parties may infringe on its technology.

following table summarizes the components of investments as of April 30, 2025 and 2024:

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RealWorld LLC

30 issuers that paid a 1% equity fee to the funding portal

1% equity fee received - 61 issuers in 2025, 30 issuers in 2024

KingsCrowd Inc.

Total Investments at fair value

the year ended April 30, 2024, the Company had one customer that constituted 25% of its revenues, a second customer that constituted

22% of its revenues, and a third customer that constituted 22% of its revenues.

For the year ended April 30, 2023, the Company had one

customer that constituted 25% of its revenues, and four customers that each constituted 14% of its revenues.

Nasdaq Delisting Determination

As previously disclosed on a Current Report on Form 8-K filed by the Company on September 1, 2023, the Company received

a notification from The Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it was not in compliance with the minimum

bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.

Specifically, Nasdaq

Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A)

provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business

Therefore, in accordance with Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until February 28, 2024,

to regain compliance with the Rule.

Subsequently, on February 29, 2024, Nasdaq determined the Company was eligible for an additional 180

calendar days, or until August 26, 2024, to regain compliance with the Rule.

Since then, Nasdaq has determined that as of July 22, 2024,

the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days.1 Accordingly, the Company is

subject to the provisions contemplated under Listing Rule 5810(c)(3)(A)(iii) (the “Low Priced Stocks Rule”).

As a result, on July 23, 2024, Nasdaq delivered written notice to the Company under which it advised the Company

that Nasdaq has determined to delist the Company’s securities from The Nasdaq Capital Market (the “Nasdaq Letter”).

The Company may appeal Nasdaq’s determination to a Hearings Panel (the “Panel”), pursuant to the

procedures set forth in the Nasdaq Listing Rule 5800 Series.

A hearing request will stay any further action pending final resolution of

the Hearing Panel or any extension provided by the Panel.

The Company intends to appeal Nasdaq’s determination

and will timely submit a plan to a hearing panel to regain compliance to the Nasdaq Listing Qualifications Department.

Notwithstanding the Company’s intention to request

a hearing, there can be no assurance that the Panel will grant the Company any compliance period or that the Company will ultimately regain

compliance with all applicable requirements for continued listing on The Nasdaq Capital Market.

The Company is monitoring the closing

bid price of its common stock and will consider options to regain compliance with Nasdaq’s minimum bid price requirement, including

effectuating a reverse stock split.

On July 24, 2024, the Company’s stockholders approved the implementation of a reverse stock

split of the Company’s common stock at a ratio between 1-for-2 and 1-for-100, inclusive, with the ultimate ratio to be determined

by the Company’s board of directors in its sole discretion.

On September 25, 2024, our Board approved a reverse split ratio of 1-for-70

for the reverse split of the issued shares of our common stock.

The Company intends to promptly effectuate a reverse split to regain compliance

with Nasdaq Listing Rules related to minimum bid price for its common stock.

of Beta Version for Secondary Trading Platform

July 2024, we announced the launch of our beta version of a secondary trading platform through the Templum ATS to a closed group of users.

This secondary trading platform has been designed to provide investors who purchase stock through the Netcapital funding portal with

the potential for secondary trading through access to the Templum ATS.

2024 Warrant Inducement

May 24, 2024, we entered into inducement offer letter agreements with certain investors that hold certain outstanding Series A-2 warrants

to purchase up to an aggregate of 14,320,000 shares of our common stock, originally issued in December 2023 at a reduced exercise price

of $0.155 per share in partial consideration for the Company’s agreement to issue in a private placement (i) new Series A-3 common

stock purchase warrants to purchase up to 14,320,000 shares of our common stock and (ii) new Series A-4 common stock purchase warrants

to purchase up to 14,320,000 shares of our common stock for aggregate gross proceeds of approximately $2.2 million from the exercise

of the existing warrants, before deducting placement agent fees and other expenses payable by the Company.

The Series A-3 Warrants and

Series A-4 Warrants are exercisable beginning on the effective dates of stockholder approval of the issuance with such warrants expiring

on (i) the five year anniversary of the initial exercise date for the Series A-3 Warrants and (ii) the eighteen month anniversary of

the initial exercise date for the Series A-4 Warrants.

This transaction closed on May 29, 2024.

Wainwright was the exclusive agent

for transaction for which we paid them a cash fee equal to 7.5% from the exercise of the Series A-2 warrant at the reduced exercise price

and a management fee equal to 1.0% of such aggregate gross proceeds.

We also issued warrants to designees of H.C.

Wainwright to purchase

up to 1,074,000 shares of our common stock at an exercise price of $0.1938 per share.

for Broker-Dealer License

May 2024, we announced that our wholly-owned subsidiary, Netcapital Securities Inc.

applied for broker-dealer registration with the

Financial Industry Regulatory Authority (“FINRA”).

We believe that by having a registered broker-dealer, it will create

opportunities to expand revenue base by hosting and generating additional fees from Reg A+ and Reg D offerings on the Netcapital

platform, earning additional fees in connection with offerings that may result from the introduction of clients to other FINRA

broker-dealers and expanding our distribution capabilities by leveraging strategic partnerships with other broker-dealers to

distribute offerings of issuers that utilize the Netcapital platform to a wider range of investors in order to maximize market

penetration and optimize capital raising efforts.

Netcapital Securities Inc.’s application to become a registered

broker-dealer remains subject to regulatory approval and/or licensing from the Financial Regulatory Authority (FINRA) and the

Securities and Exchange Commission (SEC).

No assurance can be given as to when or if such approvals may be granted or when, if at

all, Netcapital will be able to expand the services it offers.

Cessation of our Valuation Business

April 2024, we determined to cease activities with respect to our valuation business conducted by our subsidiary MSG Development Corp.

The person who operated MSG Development Corp.

retired in fiscal 2024 due to health reasons and we were unsuccessful in transitioning

the valuation consulting work performed by MSG Development Corp.

to another person.

Consequently, in fiscal 2024, we recorded an impairment

loss for the intangible assets associated with our acquisition of MSG.

We intend to re-start valuation activities through MSG Development

in the future if we can find and hire the necessary personnel although there is no current timeframe for when we could re-start

such activities and we may ultimately never continue such valuation activities.

2024 Common Stock Issuance

April 24, 2024, we issued an aggregate of 681,198 shares of our common stock at a price per share of $0.1324 to Steven Geary, a member

of the Company’s board of directors, and Paul Riss, a member of the board of directors of Netcapital Funding Portal, Inc.

our wholly-owned

subsidiary, in consideration of the cancellation of $90,204 in outstanding indebtedness owed to Mr.

Geary and Mr.

were issued as restricted securities as defined in Rule 144 of the Securities Act of 1933, as amended.

We did not receive any proceeds

from these issuances.

the year ended April 30, 2025, the Company had one customer that constituted 20% of its revenues, and a second customer that accounted

for 11% of its revenues.

For the year ended April 30, 2024, the Company had one customer that constituted 25% of its revenues, a second

customer that constituted 22% of its revenues, and a third customer that constituted 22% of its revenues.

2025 Warrant Exercises

July 2025, we issued an aggregate of 269,257 shares of our common stock to warrant holders that exercised warrants to purchase 418,510

shares of common stock on a net exercise basis.

2025 Registered Direct Offering and Concurrent Private Placement #2

July 16, 2025, we entered into a securities purchase agreement (the “July 2025 Purchase Agreement #2”) with certain institutional

investors, pursuant to which we agreed to sell 641,712 shares (the “July 2025 Shares #2”) of our common stock, at a purchase

price of $4.675 per share (the “July 2025 Offering #2”) for gross proceeds of approximately $3 million, prior to deducting

placement agent’s fees and other offering expenses payable by us.

We intend to use approximately $250,000 of the net proceeds from

the July 2025 Offering #2 for the repayment of certain outstanding promissory notes and the remainder for working capital and other general

corporate purposes.

The July 2025 Shares #2 were offered pursuant to our shelf registration statement on Form S-3 (File No.

which was declared effective by the Securities Exchange Commission on October 26, 2022.

with the sale of July 2025 Shares #2 pursuant to the July 2025 Purchase Agreement #2 in a private placement, for each July 2025 Share

#2 purchased by the investors, such investors received an unregistered warrant (the “July 2025 Investor Warrants #2”) to

purchase one share of our common stock, or 714,286 shares in the aggregate (the “July 2024 Investor Warrant Shares #2”).

The July 2025 Investor Warrants #2 have an exercise price of $4.55 per share and are exercisable immediately upon issuance for a twenty-four

month period following the date of effectiveness of resale registration statement providing for a resale of the shares underlying the

July 2025 Investor Warrants #2, which resale registration statement is required to be filed within 30-days of the July 2025 Purchase

Agreement #2.

connection with the July 2025 Offering #2, we paid H.C.

Wainwright & Co.

LLC, as placement agent (“Wainwright”) an aggregate

cash fee equal to 7.5% of the gross proceeds from the sale of securities in the July 2025 Offering #2 and a management fee equal to 1.0%

of the gross proceeds raised in the July 2025 Offering #2.

We also issued Wainwright (or its designees) a warrant (the “Placement

Agent Warrants #2”) to purchase up to 7.5% of the aggregate number of July 2025 Shares #2 sold in the offering, or warrants to

purchase up to 48,128 shares of Common Stock, at an exercise price equal to 125.0% of the offering price per share of our common stock,

or $5.8438 per share.

In addition, upon the cash exercise of July 2025 Warrants #2, we also agreed to issue Wainwright (or its designees)

additional Placement Agent Warrants #2 to purchase an amount of share of our common stock equal to 7.5% of the aggregate number of July

2025 Investor Warrants Shares #2 issued upon cash exercise of the July 2025 Investor Warrants #2.

The Placement Agent Warrants #2 are

(or will be) exercisable immediately upon issuance for a period of five years following the commencement of the sales pursuant to the

July 2025 Offering #2.

closing of the sales of these securities under the July 2025 Purchase Agreement #2 took place on July 17, 2025.

2025 Registered Direct Offering and Concurrent Private Placement #1

July 2, 2025, we entered into a securities purchase agreement (the “July 2025 Purchase Agreement #1”) with certain institutional

investors, pursuant to which we agreed to sell 714,286 shares (the “July 2025 Shares #1”) of our common stock, at a purchase

price of $7.00 per share (the “July 2025 Offering #1”) for gross proceeds of approximately $5 million, prior to deducting

placement agent’s fees and other offering expenses payable by us.

We used approximately $320,000 of the net proceeds from the July

2025 Offering #1 for the repayment of certain outstanding promissory notes and intend to use the remainder for working capital and other

general corporate purposes.

The July 2025 Shares #1 were offered pursuant to our shelf registration statement on Form S-3 (File No.

which was declared effective by the Securities Exchange Commission on October 26, 2022.

with the sale of July 2025 Shares #1 pursuant to the July 2025 Purchase Agreement #1 in a private placement, for each July 2025 Share

#1 purchased by the investors, such investors received an unregistered warrant (the “July 2025 Investor Warrants #1”) to

purchase one share of our common stock, or 714,286 shares in the aggregate (the “July 2024 Investor Warrant Shares #1”).

The July 2025 Investor Warrants #1 have an exercise price of $6.88 per share and are exercisable immediately upon issuance for a twenty-four

month period following the date of effectiveness of resale registration statement providing for a resale of the shares underlying the

July 2025 Investor Warrants #1, which resale registration statement is required to be filed within 30-days of the July 2025 Purchase

Agreement #1.

connection with the July 2025 Offering #1, we paid Wainwright, as placement agent an aggregate cash fee equal to 7.5% of the gross proceeds

from the sale of securities in the July 2025 Offering #1 and a management fee equal to 1.0% of the gross proceeds raised in the July

2025 Offering #1.

We also issued Wainwright (or its designees) a warrant (the “Placement Agent Warrants #1”) to purchase

up to 7.5% of the aggregate number of July 2025 Shares #1 sold in the offering, or warrants to purchase up to 53,571 shares of our common

stock, at an exercise price equal to 125.0% of the offering price per share of our common stock, or $8.75 per share.

In addition, upon

the cash exercise of July 2025 Warrants #1, we also agreed to issue Wainwright (or its designees) additional Placement Agent Warrants

to purchase an amount of share of Common Stock equal to 7.5% of the aggregate number of July 2025 Investor Warrants Shares #2 issued

upon cash exercise of the July 2025 Investor Warrants #1.

The Placement Agent Warrants #!

are (or will be) exercisable immediately upon

issuance for a period of five years following the commencement of the sales pursuant to the July 2025 Offering #1.

closing of the sales of these securities under the July 2025 Purchase Agreement #1 took place on July 7, 2025.

June 26, 2025, we entered into a Horizon Software Agreement (the “Horizon Agreement’) with Horizon Globex GmbH, a company

incorporated in Switzerland (“Horizon”) pursuant to which Horizon granted us a royalty free, paid-up, non-exclusive, perpetual,

irrevocable, unrestricted license to use the Licensed Software (as defined in the Horizon Agreement) with our branding and image, in

the United States to provide capital-raising and secondary trading services to its clients in consideration for the issuance of 500,0000

shares (the “Horizon Shares”) of our common stock to Horizon or its affiliate.

The Horizon Agreement may be terminated by

either party upon a default in the performance of any material obligation under the Agreement is not cured within 30-days after receipt

of such notice.

In addition, the Horizon Agreement may be terminated immediately by either party in the event the other party files or

has filed against it any petition for relief under any bankruptcy statute or similar statute of any jurisdiction, or an order for relief

in any bankruptcy or reorganization proceeding is entered against the other party and such order remains undischarged for a period of

sixty (60) days;

or a receiver is appointed for the other Party;

or the other party is dissolved or liquidated, or ceases to carry on

its business, or makes an assignment for the benefit of its creditors.

June 23, 2025, we filed a prospectus supplement under our At-The-Market-Offering Agreement with Wainwright for an aggregate of $975,000

of additional shares of our common stock.

23, 2025 to June 25, 2025, we sold 229,404 shares of our common stock through Wainwright at an average price of approximately $4.25 per

share, resulting in aggregate gross proceeds of approximately $974,747, for which it paid Wainwright approximately $29,242 in commissions

and other issuance costs of $1,438, resulting in net proceeds to the Company of approximately $944,067.

2025 Private Placement

June 10, 2025, we entered into subscription agreements (the “Subscription Agreements”) with ten accredited investors to issue

an aggregate of 118,750 shares (the “June 2025 Shares”) of our common stock at a purchase price of $4.00 per share (the “Purchase

Price”) in a private placement, for gross proceeds of $475,000.

We agreed to file a registration statement on providing for the

resale of the Shares (the “Resale Registration Statement”) within 60 calendar days of the initial closing of the private

placement (the “Filing Date”) and to use reasonable best efforts to cause the Resale Registration Statement to be declared

effective by the SEC within 90 calendar days following the final closing of the private placement date of the Filing Date.

June 2025 shares are sold in accordance with applicable law, the Subscriber agrees to vote the shares in favor of all resolutions recommended

by our Board of Directors, and to deliver any proxy or voting instruction required by us to effectuate this obligation.

The Subscription

Agreements include a price adjustment provision whereby if the Company issues additional shares at a price lower than the Purchase Price

during the period beginning on the date of the Subscription Agreements and prior to the date that is 6-months following the Filing Date,

investors will receive additional shares to reflect the lower price, subject to the minimum price as defined under Nasdaq Rule 5635(d)

on the date the Subscription Agreements were signed, which was $2.56.

The Company intends to use the net proceeds from the offering for

general corporate purposes.

to Netcapital 2023 Omnibus Equity Incentive Plan

June 6, 2025, our board of directors approved an amendment (the “Plan Amendment”) to the Netcapital 2023 Omnibus Equity Incentive

Plan (the “Plan”) subject to stockholder approval, to:

(i) increase the number of shares

authorized for issuance under the Plan to 1,547,556 shares, and (ii) crease the evergreen limit from 5% to 10% of our outstanding shares,

to allow for greater flexibility in future equity awards.

of Advisory Boards

June 6, 2025, our Board of Directors approved the formation of two strategic advisory boards:

the Crypto Advisory Board and the Game

Advisory Board.

entered into advisory agreements with each member of the Crypto and Game Advisory Boards.

Under these advisory agreements, each advisor

will provide us with sector-specific strategic guidance, marketing insight, partnership referrals, and other advisory services relevant

to their industry expertise.

The initial term of each advisory agreement is eighteen months and may be extended by mutual agreement of

In consideration of the services rendered under these advisory agreements, we issued a total of 783,722 non-qualified stock

options to the advisors of the Crypto and Game Advisory Boards under the Plan as amended by the Plan Amendment.

Such options are not

exercisable unless and until our stockholders approve the Plan Amendment.

2025 Note Financings

May 2025, we completed the sale of debt pursuant to two separate securities purchase agreements with 1800 Diagonal Lending LLC, a Virginia

limited liability company, under which it issued the following convertible promissory notes:

convertible promissory note in the principal amount of $61,360, for a purchase price of $52,000,

reflecting an original issue discount of $9,360.

The note carried a one-time interest charge

of 12% and is repayable in ten (10) monthly payments of $6,872.30 beginning May 30, 2025.

It matures on February 28, 2026 and is convertible into shares of common stock following

an event of default, subject to a 25% discount to the then-current market price, subject

to Nasdaq shareholder approval limits.

We prepaid the note in full on July 8, 2025, with

a remittance of $52,779 after having made two of the 10 scheduled monthly payments.

second convertible bridge note in the principal amount of $64,960, for a purchase price of

$56,000, with an original issue discount of $8,960.

The note also carried a 12% one-time

interest charge and is repayable in five (5) monthly payments beginning October 30, 2025.

It shares the same maturity date and default-based conversion rights as the first note.

prepaid the note in full on July 8, 2025, with a remittance of $69,845.

May 1, 2025, we completed a private financing transaction with a single accredited investor and issued an unsecured, non-convertible

promissory note in the principal amount of $400,000.

The note was issued at a 50% OID for gross proceeds of $200,000.

The note bears

interest at 8% per annum, matures three months from the issuance date, and is prepayable at any time without penalty.

In the event of

default, the interest rate increases to 20% per annum.

The note is due on August 1, 2025.

of April 30, 2025, the Company had three members of its senior corporate personnel.

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principal executive offices are located at One Lincoln Street, Boston, Massachusetts and our telephone number is 781-925-1700.

a corporate website with the address http://www.netcapitalinc.com, our funding portal maintains a website with the address http://www.netcapital.com,

Netcapital Advisors maintains a website at http://www.netcapitaladvisors.com and our valuation business maintains a website at https://valucorp.com/.

a corporate website with the address https://www.netcapitalinc.com, our funding portal maintains a website with the address http://www.netcapital.com,

Netcapital Advisors maintains a website at http://www.netcapitaladvisors.com and our broker dealer also uses https://www.netcapital.com.

We have not incorporated by reference into this Report on Form 10-K the information on any of our websites and you should not consider

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business