What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2025-08-12 compared with 2024-07-29 · 34 added, 27 removed, 54 unchanged (53% of the section changed)

7 unchanged sentences

Issuances of Unregistered Securities

are 270 shareholders of record of our common stock as of July 29, 2024.

are 281 shareholders of record of our common stock as of August 12, 2025.

Agent and Registrar

9 unchanged sentences

The Plan administrator may grant awards to any employee, director, consultant or other person providing services to us or our

As of July 29, 2024, outstanding option grants, net of forfeitures, amounted to 187,000 options to purchase shares of common

As of August 12, 2025, outstanding option grants, net of forfeitures, amounted to 2,459 options to purchase shares of common

stock and there remain 1,827 shares for grant under the Plan.

9 unchanged sentences

Omnibus Equity Incentive Plan .

On January 3, 2023, the Board of Directors of the Company approved and adopted the Netcapital

Inc., 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), which was subsequently approved by the Company’s

stockholders.

The total number of shares of common stock authorized for issuance under the 2023 Plan is (i) 2,000,000 shares of

common stock plus (ii) an annual increase on the first day of each calendar year beginning with May 1, 2024 and ending with the last

May 1 during the initial ten-year term of the 2023 Plan, equal to the lesser of (A) five percent (5%) of the shares of common stock

outstanding (on an as-converted basis, which shall include shares issuable upon the exercise or conversion of all outstanding

securities or rights convertible into or exercisable for shares of common stock, including without limitation, preferred stock,

warrants and employee options to purchase any shares of common stock) on the final day of the immediately preceding calendar year

and (B) such lesser number of shares of common stock as determined by the Board;

provided, that, shares of common stock issued under

the 2023 Plan with respect to an exempt award shall not count against such share limit.

No more than 2,000,000 Shares, and as

increased on an annual basis, on the first day of each calendar year beginning with May 1, 2024 and ending with the last May 1

during the initial ten-year term of the Plan, by the lesser of (A) five percent (5%) of the shares of common stock outstanding (on

an as-converted basis, which shall include shares of common stock issuable upon the exercise or conversion of all outstanding

securities or rights convertible into or exercisable for shares of common stock, including without limitation, preferred stock,

warrants and employee options to purchase any shares of common stock) on the final day of the immediately preceding calendar year;

(B) 300,000 shares of common stock, and (C) such lesser number of shares of common stock as determined by the Board, shall be issued

pursuant to the exercise of ISOs.

As of April 30, 2024, we had awarded an aggregate of 1,950,000 options to purchase shares of

common stock, 58,500 options have been forfeited and there remain 108,500 shares for grant under the 2023 Plan.

On May 1, 2024, pursuant to the annual increase provision described above, the amount reserved for issuance under

the Plan increased by 3,154,105 shares based on the fully diluted shares outstanding as of April 30, 2024, or 3,262,605 shares in the

2023 Plan will be administered by the Board or a committee to which the Board delegates such responsibility (the “Administrator”).

On January 3, 2023, the Board of Directors of the Company (the “Board”) approved and

adopted the Netcapital Inc., 2023 Omnibus Equity Incentive Plan (the “2023 Plan”), which was subsequently approved by

the Company’s stockholders.

The total number of shares of common stock authorized initially authorized for issuance under the

2023 Plan was (i) 28,571 shares of common stock plus (ii) an annual increase on the first day of each calendar year beginning with

May 1, 2024 and ending with the last May 1 during the initial ten-year term of the 2023 Plan, equal to the lesser of (A) five

percent (5%) of the shares of common stock outstanding (on an as-converted basis, which shall include shares issuable upon the

exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of common stock, including

without limitation, preferred stock, warrants and employee options to purchase any shares of common stock) on the final day of the

immediately preceding calendar year and (B) such lesser number of shares of common stock as determined by the Board;

provided, that,

shares of common stock issued under the 2023 Plan with respect to an exempt award shall not count against such share limit.

than 28,571 Shares, and as increased on an annual basis, on the first day of each calendar year beginning with May 1, 2024 and

ending with the last May 1 during the initial ten-year term of the Plan, by the lesser of (A) five percent (5%) of the shares of

common stock outstanding (on an as-converted basis, which shall include shares of common stock issuable upon the exercise or

conversion of all outstanding securities or rights convertible into or exercisable for shares of common stock, including without

limitation, preferred stock, warrants and employee options to purchase any shares of common stock) on the final day of the

immediately preceding calendar year;

(B) 4,286 shares of common stock, and (C) such lesser number of shares of common stock as

determined by the Board, shall be issued pursuant to the e On January 1, 2025, pursuant to the annual increase provision described

above, the amount reserved for issuance under the Plan increased by 165,899 based on the fully diluted shares outstanding as of

December 31, 2024, or 166,661 shares in the aggregate.

As of April 30, 2025, we had 25,951 option grants outstanding under the 2023

2023 Plan is administered by the Board or a committee to which the Board delegates such responsibility (the “Administrator”).

The 2023 Plan will be administered by the Administrator in accordance with Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

20 unchanged sentences

Stock and/or returns thereon.

June 6, 2025, the Board approved an amendment to the Plan (the “Amendment”), subject to stockholder approval, to increase

the number of shares authorized for issuance under the 2023 Plan to 1,547,556 shares and to increase the evergreen limit from 5% to 10%

of the Company’s outstanding shares, to allow for greater flexibility in future equity awards.

On July 30, 2025, the Board approved a second amendment to the Plan

(the “Second Amendment”), subject to stockholder approval, to increase the number of shares authorized under the Plan to 3,500,000

The Second Amendment also clarified that such periods for the evergreen are with respect to the Company’s fiscal year (not

calendar) and that such evergreen provision as amended takes effect on May 1, 2026 and also provided that the incentive stock option limit under any evergreen

increase may not be increased by more than 400,000 per year.

of Equity Securities

1 unchanged sentence

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 5. Market for Registrant’s Common Equity