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Item 9A. Controls and Procedures

2025-08-12 compared with 2024-07-29 · 972 added, 807 removed, 598 unchanged (75% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Company’s management, with the participation of the Principal Executive Officer (the “PEO”) and Principal Financial

Officer (the “PFO”), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined

in SEC Rule 13a-15(e)) as of April 30, 2024.

Based on that evaluation, the PEO and the PFO concluded that, as of April 30, 2024, such

controls and procedures were effective.

Management’s Assessment of Internal Control over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange

Act Rules 13a-15(f).

A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

the supervision and with the participation of management, including the PEO and the PFO, the Company’s management has evaluated

the effectiveness of its internal control over financial reporting as of April 30, 2024, based on the criteria established in a report

entitled “2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission”

and the interpretive guidance issued by the Commission in Release No.

Based on this evaluation, the Company’s management

has evaluated and concluded that the Company’s internal control over financial reporting was effective as of April 30, 2024.

annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal

control over financial reporting.

The Company’s registered public accounting firm was not required to issue an attestation on its

internal controls over financial reporting pursuant to the rules of the SEC.

The Company will continue to evaluate the effectiveness

of internal controls and procedures on an ongoing basis.

Our principal executive officer and

principal financial officer, after evaluating the effectiveness of the Company’s “disclosure controls and procedures”

(as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) as of April 30, 2025, the end of the period covered by this Annual Report on

Form 10-K, have concluded that our disclosure controls and procedures were not effective such that the information required to be disclosed

by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in

the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and

principal financial officer, as appropriate to allow timely decisions regarding disclosure.

In designing and evaluating the disclosure

controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, cannot provide

absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that

all control issues and instances of fraud, if any, within a company have been detected.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible

for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is a process designed under the supervision and with the participation of our management, including

our principal executive officer and principal financial officer, to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of consolidated financial statements for external purposes in accordance wit h

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined

to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

of April 30, 2025, under the supervision and with the participation of our management, including our principal executive officer and

principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based

on the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework - 2013.

this assessment, our management concluded that, as of April 30, 2025, our internal control over financial reporting was not

Management identified a material weakness in internal controls over financial reporting related to the over-accrual of

legal expenses for two law firms during the year.

This weakness indicates that the Company’s policies and procedures for

recording accrued expenses did not operate effectively to ensure that such accruals were not overstated at period-end.

In addition, management identified a significant

deficiency in internal controls over financial reporting related to the process for identifying and evaluating evidence of orderly transactions and indicators of impairment

for investments in equity securities without readily determinable fair values, particularly for investees with related party relationships.

While the Company has a qualitative framework for operational and organizational factors, it did not consistently obtain or review recent

financial information from investees as part of its annual impairment analysis.

Remediation Plan

Management is committed to remediate the identified material weakness

and significant deficiency, as well as the improvement of the Company’s overall internal control over financial reporting.

efforts will include:

- Implementing enhanced period-end closing procedures

for accrued expenses, including review of subsequent disbursements, vendor statements and improved communication between management and

accounting personnel regarding transaction timing.

- Updating inve stment

valuation policies to require obtaining and reviewing recent financial information from investees, documenting efforts to obtain such

information, and treating the lack of availability as a potential impairment indicator.

will not be able to conclude whether the actions we are taking will fully remediate the material weakness in our internal control over

financial reporting until the updated controls have operated for a sufficient period of time and management has concluded, through testing,

that such controls are operating effectively.

We may also conclude that additional measures may be required to remediate the material

weakness in our internal control over financial reporting, which may necessitate further action.

Report of our Registered Public Accounting Firm

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control

over financial reporting.

As a smaller reporting company, our management’s report was not subject to attestation by our registered

public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

7 unchanged sentences

Statement and is incorporated herein by reference.

have adopted a code of business conduct and ethics that applies to all our employees, officers and directors, including those officers

responsible for financial reporting.

Our code of business conduct and ethics is available on the investors section of our website.

intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code

of Conduct by posting such information on the website address and location specified above.

have adopted an insider trading policy applicable to our directors, officers, employees, and other covered persons, and have implemented

processes for the company, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations,

and the Nasdaq Capital Market listing standards.

Our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION.

11 unchanged sentences

FINANCIAL STATEMENTS AND EXHIBITS.

Underwriting Agreement incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated July 12, 2022.

Underwriting Agreement dated July 19, 2023 between the Registrant and ThinkEquity LLC, incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated July 19, 2023.

Underwriting Agreement, dated July 12, 2022, by and Between Netcapital Inc.

and ThinkEquity LLC, filed as an Exhibit to our Current Report on Form 8-K dated July 12, 2022 and filed on July 15, 2022 and incorporated herein by reference.

Underwriting Agreement dated July 19, 2023 between the Registrant and ThinkEquity LLC, incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated July 19, 2023 and filed on July 24, 2023.

At-the-Market Offering Agreement dated August 23, 2024 between the Registrant and H.C.

Wainwright and Co., LLC, incorporated by reference to Exhibit 1.1 to our Current Report on Form 8-K dated August 23, 2024 and filed on August 23, 2024.

Asset Purchase Agreement dated November 23, 2010 between ValueSetters, Inc.

1 unchanged sentence

Agreement and Plan of Merger by and Among Netcapital Funding Portal Inc., ValueSetters Inc.

and Netcapital Acquisition Vehicle Inc., incorporated by reference to our Current Report on Form 8-K dated August 23, 2020

and Netcapital Acquisition Vehicle Inc., incorporated by reference to our Current Report on Form 8-K dated August 23, 2020 and filed on August 26, 2020.

Articles of Incorporation filed on April 25, 1984, incorporated by reference to Exhibit 3.1 to our Form 10 dated September 3, 2013.

2 unchanged sentences

Amendment to Articles of Incorporation filed on April 13, 2015, incorporated by reference to Exhibit 3.1.3 to our Form S-1 dated February 14, 2022.

Amendment to Articles of Incorporation filed on September 29, 2020, incorporated by reference to Exhibit 3.1 to our Form 8-K dated November 5, 2020

Amendment to Articles of Incorporation filed on September 29, 2020, incorporated by reference to Exhibit 3.1 to our Form 8-K dated November 5, 2020 and filed on November 5, 2020.

By-Laws of ValueSetters, Inc, incorporated by reference to Exhibit 3.4 to our Form 10 dated September 3, 2013.

Amendment to Articles of Incorporation filed with the Utah Secretary of State on July 29, 2024, incorporated by reference to Exhibit 3.1 to our Form 8-K dated July 29, 2024 and filed with the SEC on August 2, 2024.

Amendment to Articles of Incorporation filed with the Utah Secretary of State on March 25, 2025, incorporated by reference to Exhibit 3.1 to our Form 8-K dated March 25, 2025 and filed with the SEC on March 28, 2025

Specimen stock certificate evidencing shares of common stock, incorporated by reference to Exhibit 4.1 to our Form S-1/A dated April 8, 2022.

Form of Unsecured Convertible Notes, incorporated by reference to Exhibit 4.3 to our Form S-1 dated February 14, 2022.

Form of Representative’s Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 15, 2022

Form of Unsecured Convertible Notes, incorporated by reference to Exhibit 4.3 to our Form S-1 dated February 14, 2022 and filed with the SEC on February 15, 2022.

Form of Representative’s Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 12, 2022 and filed with the SEC on July 15, 2022.

Warrant Agent Agreement, dated July 15, 2022 between Netcapital Inc.

and Equity Stock Transfer LLC incorporated by reference to our Current Report on Form 8-K dated July 15, 2022

Form of Public Warrant incorporated by reference to our Current Report on Form 8-K dated July 15, 2022

and Equity Stock Transfer LLC incorporated by reference to our Current Report on Form 8-K dated July 12, 2022 and filed with the SEC on July 15, 2022.

Form of Public Warrant incorporated by reference to our Current Report on Form 8-K dated July 12, 2022 and filed with the SEC on July 15, 2022.

Form of Unsecured Convertible Notes incorporated by reference to our Current Report on Form 8-K dated July 15, 2022.

Form of Representative Warrant incorporated by reference to our Current Report on Form 8-K dated December 16, 2022

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 23, 2023

Form of Representative Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 19, 2023

Form of Pre-Funded Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated December 27, 2023.

Form of Series A-1 Common Warrant incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated December 27, 2023.

Form of Series A-2 Common Warrant incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated December 27, 2023.

Form of Placement Agent’s Warrant incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated December 27, 2023.

Form of New Series A-3 Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 24, 2024.

Form of New Series A-4 Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated May 24, 2024.

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated May 24, 2024.

Form of Representative Warrant incorporated by reference to our Current Report on Form 8-K dated December 13, 2022 and filed with the SEC on December 16, 2022.

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 23, 2023 and filed with the SEC on May 25, 2023.

Form of Representative Warrant incorporated by reference to our Current Report on Form 8-K dated July 19, 2023 and filed with the SEC on July 24, 2023.

Form of Pre-Funded Warrant incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated December 21, 2023 and filed with the SEC on December 27, 2023.

Form of Series A-1 Common Warrant incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated December 21, 2023 and filed with the SEC on December 27, 2023.

Form of Series A-2 Common Warrant incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated December 21, 2023 and filed with the SEC on December 27, 2023.

Form of Placement Agent’s Warrant incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated December 21, 2023 and filed with the SEC on December 27, 2023.

Form of New Series A-3 Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 24, 2024 and filed with the SEC on May 27, 2024.

Form of New Series A-4 Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated May 24, 2024 and filed with the SEC on May 27, 2024.

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K dated May 24, 2024 and filed with the SEC on May 27, 2024.

Description of capital stock

2021 Equity Incentive Plan, filed as Exhibit 4.1 to the registrant’s registration statement on Form S-8 on January 27, 2022, and incorporated herein by reference.

Form of New Series A-5 Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated January 9, 2025 and filed with the SEC on January 15, 2025

Form of New Series A-6 Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated January 9, 2025 and filed with the SEC on January 15, 2025

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.13 to our Current Report on Form 8-K dated January 9, 2025 and filed with the SEC on January 15, 2025

Form of New Series A-7 Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated March 5, 2025 and filed with the SEC on March 10, 2025

Form of New Series A-8 Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated March 5, 2025 and filed with the SEC on March 10, 2025

Convertible Promissory Note dated April 29, 2025, in the principal amount of $61,360, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated May 5, 2025 and filed with the SEC on May 5, 2025

Convertible Promissory Note dated April 29, 2025, in the principal amount of $64,960, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated May 5, 2025 and filed with the SEC on May 5, 2025

Form of Promissory Note (non-convertible), incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K dated May 5, 2025 and filed with the SEC on May 5, 2025

Form of Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 7, 2025 and filed with the SEC on July 7, 2025

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated July 17, 2025 and filed with the SEC on July 17, 2025

Form of Warrant, incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K dated July 7, 2025 and filed with the SEC on July 7, 2025

Form of Placement Agent Warrant, incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K dated July 17, 2025 and filed with the SEC on July 17, 2025

2021 Equity Incentive Plan, filed as Exhibit 4.1 to Netcapital Inc.

registration statement on Form S-8 on January 27, 2022, and incorporated herein by reference.

Employment Agreement with Carole Murko, incorporated by reference to Exhibit 10.12 to our Form S-1 dated February 14, 2022.

Separation Agreement with Carole Murko, incorporated by reference to Exhibit 10.13 to our Form S-1 dated February 14, 2022.

Form of Note Purchase Agreement, incorporated by reference to Exhibit 10.14 to our Form S-1 dated February 14, 2022

License Agreement between Netcapital Systems LLC, a Delaware limited liability company, and Netcapital Funding Portal Inc., filed as Exhibit 10.1 to our Current Report on Form 8-K dated April 18, 2022 and filed on June 28, 2022 and incorporated by reference herein.

Employment Agreement with Cecilia Lenk, filed as Exhibit 10.2 to our Current Report on Form 8-K dated April 18, 2022 and filed on June 28, 2022 and incorporated by reference herein.

Employment Agreement with Coreen Kraysler, filed as Exhibit 10.3 to our Current Report on Form 8-K dated April 18, 2022 and filed on June 28, 2022 and incorporated by reference herein.

Employment Agreement with Jason Frishman, filed as Exhibit 10.4 to our Current Report on Form 8-K dated April 18, 2022 and filed on June 28, 2022 and incorporated by reference herein.

Netcapital Inc 2023 Omnibus Equity Incentive Plan incorporated by reference to our Current Report on Form 8-K dated January 5, 2023.

Employment Agreement with Martin Kay dated January 3, 2023 incorporated by reference to our Current Report on Form 8-K dated January 5, 2023.

Form of Stock Option Agreement incorporated by reference to our Current Report on Form 8-K dated January 5, 2023.

Form of Note Purchase Agreement, incorporated by reference to Exhibit 10.14 to our Form S-1 dated February 14, 2022 and filed with the SEC on February 15, 2034.

License Agreement between Netcapital Systems LLC, a Delaware limited liability company, and Netcapital Funding Portal Inc., filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 28, 2022 and incorporated by reference herein.

Employment Agreement with Cecilia Lenk, filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on June 28, 2022 and incorporated by reference herein.

Employment Agreement with Coreen Kraysler, filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on June 28, 2022 and incorporated by reference herein.

Employment Agreement with Jason Frishman, filed as Exhibit 10.4 to our Current Report on Form 8-K filed on June 28, 2022 and incorporated by reference herein.

Netcapital Inc 2023 Omnibus Equity Incentive Plan incorporated by reference to our Current Report on Form 8-K dated January 3, 2023 and filed with the SEC on January 5, 2023.

Employment Agreement with Martin Kay dated January 3, 2023 incorporated by reference to our Current Report on Form 8-K dated January 3, 2023 and filed with the SEC on January 5, 2023.

Form of Stock Option Agreement incorporated by reference to our Current Report on Form 8-K dated January 3, 2023 and filed with the SEC on January 5, 2023.

Software License and Services Agreement between Templum, Inc.

and Netcapital Systems LLC dated January 2, 2023 incorporated by reference to our Current Report on Form 8-K dated January 6, 2023.

and Netcapital Systems LLC dated January 2, 2023 incorporated by reference to our Current Report on Form 8-K dated January 2, 2023 and filed with the SEC on January 6, 2023.

Form of Securities Purchase Agreement between Netcapital Inc.

and certain institutional investors dated May 23, 2023, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 23, 2023.

Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 27, 2023.

and certain institutional investors dated May 23, 2023, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 23, 2023 and filed with the SEC on May 25, 2023.

Form of Securities Purchase Agreement incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated December 21, 2023 and filed with the SEC on December 27, 2023.

Stock Purchase Agreement dated April 24, 2024 between Netcapital Inc.

and Steven Geary, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated April 24, 2024

and Steven Geary, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated April 24, 2024 and filed with the SEC on April 25, 2024

Stock Purchase Agreement dated April 24, 2024 between Netcapital Inc.

and Paul Riss incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated April 24, 2024.

Form of Inducement Letter dated May 24, 2024, incorporated by reference to our Current Report on Form 8-K dated May 24, 2024.

Code of Ethics, incorporated by reference to Exhibit 14.1 to our Form S-1/A dated April 8, 2022

Consent of Independent Registered Public Accounting Firm

and Paul Riss incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated April 24, 2024 and filed with the SEC on April 25, 2024.

Form of Inducement Letter dated May 24, 2024, incorporated by reference to our Current Report on Form 8-K dated May 24, 2024 and filed with the SEC on May 27, 2024.

Form of Inducement Letter, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated January 9, 2025 and filed with the SEC on January 15, 2025

Form of Inducement Letter, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated March 5, 2025 and filed with the SEC on March 10, 2025

Promissory Note dated March 26, 2025, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated March 26, 2025 and filed with the SEC on March 31, 2025

Securities Purchase Agreement dated March 26, 2025, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated March 26, 2025 and filed with the SEC on March 31, 2025

Loan Authorization and Agreement dated June 17, 2020 between Valuesetters Inc.

Small Business Administration, incorporated by reference to Exhibit 10.22 to our Registration Statement on Form S-1 filed with the SEC on April 15, 2025.

Note dated June 17, 2020 in the amount of $500,000 issued by Valuesetters Inc.

Small Business Administration, incorporated by reference to Exhibit 10.23 to our Registration Statement on Form S-1 filed with the SEC on April 15, 2025.

Security Agreement dated June 17, 2020 between Valuesetters Inc.

Small Business Administration, incorporated by reference to Exhibit 10.24 to our Registration Statement on Form S-1 filed with the SEC on April 15, 2025.

Paycheck Protection Note in the amount of $1,885,000 dated January 31, 2021 issued by Valuesetters inc.

to Citizens Bank, N.A., incorporated by reference to Exhibit 10.25 to our Registration Statement on Form S-1 filed with the SEC on April 15, 2025.

Securities Purchase Agreement dated April 29, 2025 in the amount of $61,360, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated May 5, 2025 and filed with the SEC on May 5, 2025

Securities Purchase Agreement dated April 29, 2025 in the amount of $64,960, incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated May 5, 2025 and filed with the SEC on May 5, 2025

Form of Subscription Agreement, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated June 12, 2025 and filed with the SEC June 12, 2025

Form of Stock Option Agreement (2023 Omnibus Equity Incentive Plan), incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K dated June 12, 2025 and filed with the SEC June 12, 2025

Form of Stock Option Agreement Subject to Shareholder Approval, incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K dated June 12, 2025 and filed with the SEC June 12, 2025

First Amendment to 2023 Omnibus Equity Incentive Plan, incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K dated June 12, 2025 and filed with the SEC June 12, 2025

Form of Advisory Agreement, incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K dated June 12, 2025 and filed with the SEC June 12, 2025

Horizon Software Agreement, dated June 26, 2025, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated June 30, 2025 and filed with the SEC June 30, 2025

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated July 7, 2025 and filed with the SEC July 7, 2025

Form of Securities Purchase Agreement, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K dated July 17, 2025 and filed with the SEC July 17, 2025

Second Amendment to 2023 Omnibus Equity Incentive Plan

Code of Ethics, incorporated by reference to Registration on Form S-1/A filed on April 8, 2022.

Insider Trading Policy

Subsidiaries, incorporated by reference to Exhibit 21.1 of our Annual Report on Form 10-K for the year ended April 30, 2024 and filed on July 29, 2024.

Consent of Fruci and Associates II, PLLC.

Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

4 unchanged sentences

1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Clawback Policy

Clawback Policy incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed on July 29, 2024

XBRL Instance Document

5 unchanged sentences

Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

Indicates a management contract or compensatory plan or arrangement

Certain confidential portions of this exhibit have been redacted from the publicly filed document because such portions are (i) not material

and (ii) would be competitively harmful if publicly disclosed.

FORM 10-K SUMMARY

1 unchanged sentence

on its behalf by the undersigned, thereunto duly authorized.

July 29, 2024

August 12, 2025

Executive Officer and Director

3 unchanged sentences

Executive Officer and Director

August 12, 2025

Executive Officer)

1 unchanged sentence

Financial Officer,

August 12, 2025

Accounting and Financial Officer)

August 12, 2025

ENDED APRIL 30, 2025 AND 2024

4 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity

Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and Shareholders of Netcapital Inc.

and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheets of Netcapital Inc.

and Subsidiaries (“the Company”) as of April

30, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each

of the years in the two-year period ended April 30, 2024, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April

30, 2024 and 2023 and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2024,

in conformity with accounting principles generally accepted in the United States of America.

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

13 to the financial statements, the Company has an negative working capital, net operating losses, and negative cash flows from operations.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

plans in regard to these matters are also described in Note 13.

The financial statements do not include any adjustments that might result

from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Shareholders of NetCapital

Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of NetCapital Inc.

(“the Company”) as of April 30, 2025 and 2024, and the related consolidated statements of operations,

changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended April 30, 2025, and the related

notes (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of April 30, 2025 and 2024 and the results of its operations and its cash flows for

each of the years in the two-year period ended April 30, 2025, in conformity with accounting principles generally accepted in the United

States of America.

Going Concern

The accompanying financial statements have been prepared

assuming that the Company will continue as a going concern.

As discussed in Note 13 to the financial statements, the Company has a negative

working capital, operating losses, and negative cash flows from operations.

These factors, among others, raise substantial doubt about

the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

of Investments

of the Critical Audit Matter

discussed in Note 12 to the consolidated financial statements, the Company has investments in several entities which require the Company

to initially value based on offering prices that are not considered observable and to periodically evaluate potential impairment by assessing

whether the carrying value of the investments exceeds the estimated fair value, or by monitoring observable price changes from orderly

transactions to measure estimated fair value.

Auditing management’s analysis includes tests that are complex and highly judgmental

due to the estimation required to determine the fair value of each of the underlying investees.

In particular, fair value estimates are

sensitive to significant assumptions and factors such as expectations about future market and economic conditions, revenue growth rates,

strategic plans, and historical operating results, among others.

the Critical Audit Matter Was Addressed in the Audit

principal audit procedures to evaluate management’s valuation of investments consisted of the following, among others:

and test management assumptions and analysis, including review of third-party market data, public filings, and funding activities of

investee entities.

investee shares held by the Company, relative ownership percentages, active reported share prices, and the occurrence of additional capital

raises involving sales of investee shares.

a recalculation of significant inputs used in the valuation for reasonableness.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are

matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the

audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Investments

Description of the Critical Audit Matter

As discussed in Note 12 to the consolidated financial

statements, the Company has investments in several entities which require the Company to initially value based on offering prices that

are not considered observable and to periodically evaluate potential impairment by assessing whether the carrying value of the investments

exceeds the estimated fair value, or by monitoring observable price changes from orderly transactions to measure estimated fair value.

Auditing management’s analysis includes tests that are complex and highly judgmental due to the estimation required to determine

the fair value of each of the underlying investees.

In particular, fair value estimates are sensitive to significant assumptions and factors

such as expectations about future market and economic conditions, revenue growth rates, strategic plans, and historical operating results,

among others.

How the Critical Audit Matter Was Addressed in the

Our principal audit procedures to evaluate management’s

valuation of investments consisted of the following, among others:

Obtained and analyzed management’s

assessment of impairment, including review of third-party market data, public filings, financial information, and funding activities of

a selection of investee entities.

As part of this analysis, reviewed for

events or transactions that suggest orderly transactions of investee equity securities.

For a selection of investments, confirmed

percentage of ownership directly with investees to determined appropriate classification.

& Associates II, PLLC – PCAOB ID #0 5525

have served as the Company’s auditor since 2017.

August 12, 2025

BALANCE SHEETS

April 30, 2024

April 30, 2023

Cash and cash equivalents

Cash and cash

Accounts receivable net

Note receivable

Interest receivable

Prepaid expenses

Other receivables

Total current assets

Notes receivable - related parties

Notes receivable - related

Purchased technology, net

Investment in affiliate

Equity securities

Liabilities and Stockholders’ Equity

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Accounts payable

Related party

Accrued expenses

Stock subscription payable

Short-term promissory notes

Deferred revenue

Interest payable

Current taxes payable

Deferred tax liability, net

Related party debt

Secured note payable

Current portion of SBA loans

Loan payable - bank

Total current liabilities

current liabilities

Long-term liabilities:

Long-term SBA loans, less current portion

Total liabilities

Long-term SBA loans, less

current portion

Commitments and contingencies

Stockholders’ equity:

Common stock, $ .001 par value;

Common stock, $ .001 par

900,000,000 shares authorized, 2,192,226 and 326,867 shares issued and outstanding

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Capital in excess of par value

Retained earnings

Total stockholders’ equity

Total liabilities and stockholders’ equity

( 27,821,762 )

stockholders’ equity

Total liabilities and

stockholders’ equity

Accompanying Notes to the Consolidated Financial Statements

STATEMENTS OF OPERATIONS

April 30, 2024

April 30, 2023

Costs of services

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Payroll and payroll related expenses

General and administrative costs

Total costs and expenses

Operating income (loss)

General and administrative

costs and expenses

Operating loss

( 8,321,317 )

( 3,442,388 )

Other income (expense):

Interest expense

Gain on debt conversion

Amortization of intangible assets

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( 19,915,556 )

( 1,048,430 )

Unrealized gain (loss) on equity securities

( 2,696,135 )

Realized loss on sale of investment

Accretion on short-term

Total other income (expense)

( 19,980,008 )

Net income (loss) before taxes

( 3,883,217 )

Net loss before taxes

( 28,301,325 )

( 7,325,605 )

Income tax expense (benefit)

( 2,339,288 )

Net income (loss)

$ ( 28,301,325 )

Basic earnings (loss) per share

Diluted earnings (loss) per share

$ ( 4,986,317 )

Basic loss per share

Diluted loss per share

Weighted average number of common shares outstanding:

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Balance, April 30, 2023

Shares issued for debt conversion

Sale of common stock

Vesting of stock options

Net income for July 31, 2022 quarter

Balance, July 31, 2022

Sale of common stock

Purchase of equity interest

Vesting of stock options

Net income for Oct.

31, 2022 quarter

Balance October 31, 2022

Sale of common stock

Stock-based settlement

Warrant exercise

Purchase of equity interest

Purchase of intellectual property

Reduction in shares to be issued

Vesting of stock options

Net income for Jan.

31, 2023 quarter

Balance January 31, 2023

Purchase of equity interest

Vesting of stock options

Stock-based compensation

Net income Q4

Net loss for April 30, 2024

( 4,986,317 )

Balance, April 30, 2024

Vesting of stock options

Stock-based compensation

Sale of common stock

Purchase of equity interest

Stock-based settlement

Net loss July 31, 2023 quarter

Balance July 31, 2023

Vesting of stock options

Round up of fractional shares

Reduction in shares to be issued

Purchase of equity interest

Net income October 31, 2023 quarter

Balance October 31, 2023

Vesting of stock options

Sale of common stock

Stock-based compensation

Warrant exercise

Net loss January 31, 2024 quarter

Net loss April 30, 2025

( 28,301,325 )

Balance January 31, 2024

Vesting of stock options

Stock-based settlement

Warrant exercise

Net loss April 30, 2024 quarter

( 28,301,325 )

income (loss)

Balance April 30, 2025

$ ( 27,821,762 )

Accompanying Notes to the Condensed Consolidated Financial Statements

Accompanying Notes to the Consolidated Financial Statements

STATEMENTS OF CASH FLOWS

April 30, 2024

April 30, 2023

OPERATING ACTIVITIES

Net income (loss)

$ ( 28,301,325 )

Adjustment to reconcile net income (loss) to net cash used in operating activities:

Stock-based compensation

Receipt of equity in lieu of cash

$ ( 4,986,317 )

( 8,110,000 )

Unrealized (gain) loss on equity securities

Adjustment to reconcile net loss to net cash

used in operating activities:

Stock-based compensation

Receipt of equity in lieu

( 3,427,699 )

Gain on debt conversion

Unrealized (gain) loss

on equity securities

Provision for bad debts

Realized loss on investment

Accretion of short-term

Changes in deferred taxes

( 1,657,000 )

Amortization of intangible assets

Amortization of intangible

Impairment of assets

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Prepaid expenses

Interest receivable

Related party receivable

Accounts payable and accrued expenses

Accounts payable - related party

Other receivables

Accounts payable and accrued

Income taxes payable

Deferred revenue

Accrued interest payable

Net cash used in operating activities

interest payable

cash used in operating activities

( 5,339,211 )

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INVESTING ACTIVITIES

Note receivable

Proceeds from sale of investment

Net cash provided by (used in) investing activities

cash used in investing activities

FINANCING ACTIVITIES

Payment to secured lender

( 1,050,000 )

Proceeds from exercise of warrants

Payment of related party note

Proceeds from sale of common stock

Net cash provided by financing activities

Net increase in cash

Cash and cash equivalents, beginning of the period

Cash and cash equivalents, end of the period

Supplemental disclosure of cash flow information:

Cash paid for taxes

Cash paid for interest

Supplemental Non-Cash Financing Information:

Common stock issued to pay promissory notes

Common stock issued to purchase 10% interest in Caesar Media Group Inc.

Common stock issued to pay related party payable

Common stock issued as prepaid compensation

Common stock issued to purchase intellectual property

Proceeds from short-term

from sale of common stock

cash provided by financing activities

Net increase (decrease)

and cash equivalents, beginning of the period

and cash equivalents, end of the period

Supplemental disclosure

of cash flow information:

paid for taxes

paid for interest

Supplemental Non-Cash Financing

stock issued to pay related party payable

stock issued to purchase 10% interest in Caesar Media Group Inc.

Accompanying Notes to the Consolidated Financial Statements

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Description of Business and Summary of Accounting Principles

of Business and Concentrations

(“Netcapital,” “we,” “our,” or the “Company”) is a fintech company with a scalable

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(SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.

Securities is a broker-dealer registered with FINRA.

consolidated financial statements are presented in United States dollars and have been prepared in accordance with generally accepted

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Corp, a business valuation company, which was acquired in November 2021, and Netcapital Securities Inc., which was organized in 2024

and has applied to FINRA to operate as a broker dealer.

and was approved by FINRA to operate as a broker dealer.

July 29, 2024, following shareholder approval we filed articles of amendment (the “Articles of Amendment”) to our Articles

of Incorporation, as amended, with the Utah Department of Commerce, Division of Corporations and Commercial Code to effectuate a 1-for-70

reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of common stock, which Articles of Amendment

became effective on August 1, 2024.

The Reverse Stock Split became effective at 4:01 pm Eastern Time on August 1, 2024, and our common

stock began trading on a split-adjusted basis at the open of trading on The Nasdaq Capital Market on August 2, 2024.

Upon effectiveness

of the Reverse Stock Split, every seventy (70) shares of our common stock issued and outstanding were automatically reclassified and

combined into one share of our common stock, without any change in the par value per share.

Additionally, equitable adjustments corresponding

to the Reverse Stock Split ratio were made to (i) the exercise prices of and number of shares of common stock underlying the Company’s

public and private warrants in accordance with their terms, (ii) the number of shares of common stock underlying the Company’s

outstanding equity awards in accordance with their terms, and (iii) the number of shares of common stock issuable under the Company’s

equity incentive plan.

No fractional shares were issued in connection with the Reverse Stock Split.

Any stockholder who would otherwise

be entitled to receive a fractional share instead became entitled to receive one whole share of Common Stock in lieu of such fractional

Following the Reverse Stock Split, we had 718,934 shares of our common stock outstanding, which includes 139,781 shares of our

common stock that were issued for rounding up fractional shares resulting from the Reverse Stock Split.

All share and per share data

in the accompanying financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split.

Company operates in a single operating segment, which is the provision of fintech services.

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when performance obligations are satisfied.

The Company usually bills its customers before it provides any services and begins performing

services after the first payment is received.

Contracts are typically one year or less.

For larger contracts, in addition to the initial

payment, the Company may allow for progress payments throughout the term of the contract.

and Estimates

estimation of variable consideration for each performance obligation requires the Company to make subjective judgments.

The Company enters

into contracts with customers that regularly include promises to transfer multiple services, such as digital marketing, web-based videos,

offering statements, and professional services.

The Company may

enter into contracts with customers that regularly include promises to transfer multiple services, such as digital marketing, web-based

videos, offering statements, and professional services.

For arrangements with multiple services, the Company evaluates whether the individual

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a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable.

estimates the amount to reserve for uncollectible amounts based on the aging of the contract balance, current and historical customer

trends, and communications with its customers.

These reserves are recorded as operating expenses against the contract asset (accounts

Contract Assets

estimates credit losses based on the aging of receivables, historical collection experience, and customer-specific factors, including

recent communications.

Estimated credit losses are recognized as operating expenses and recorded as a reduction to accounts receivable.

assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed.

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balance sheets and will be recognized during the succeeding twelve-month period.

Deferred Revenue

revenues represent billings or payments received in advance of revenue recognition and is recognized upon transfer of control.

consist primarily of annual plan subscription services and professional services not yet provided as of the balance sheet date.

revenues that will be recognized during the succeeding twelve-month period are recorded as current deferred revenues in the consolidated

balance sheets, with the remainder recorded as other non-current liabilities in the consolidated balance sheets.

consist primarily of annual plan subscription services not yet provided as of the balance sheet date.

Deferred revenues that will be

recognized during the succeeding twelve-month period are recorded as current deferred revenues in the consolidated balance sheets, with

the remainder recorded as other non-current liabilities in the consolidated balance sheets.

to Obtain a Customer Contract

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The Company analyzes its historical write-offs to establish a baseline for expected credit losses.

Aging of Receivables:

receivable are categorized based on the age of the outstanding balance.

Older balances generally have a higher likelihood of being

uncollectible.

Customer Creditworthiness:

of Receivables:

Accounts receivable are categorized based on the age of the outstanding balance.

Older balances generally have a

higher likelihood of being uncollectible.

Creditworthiness:

The Company performs credit evaluations on its customers to assess their financial health and payment history.

Economic Conditions:

and forecasted economic conditions are considered, as they may impact the ability of customers to pay their invoices.

Industry Trends:

and conditions specific to the industry in which the Company operates are evaluated.

on management’s comprehensive review, the Company recorded an allowance for doubtful accounts of $ 353,455 and $ 91,955 as of April

30, 2024 and 2023, respectively.

Company lends money to companies in limited instances, performs ongoing credit evaluations of its notes receivable and establishes an

allowance for potential credit losses when appropriate.

The methodology for determining the allowance for notes receivable includes:

Credit Evaluations:

The Company assesses the creditworthiness of the borrower at the inception of the loan and on an ongoing basis.

Historical Loss Experience:

Historical data on loan defaults is analyzed to estimate potential credit losses.

Loan Performance Monitoring:

Regular monitoring of loan performance, including payment history and current financial condition of the borrower.

Collateral Valuation:

the notes are secured, the Company evaluates the value and condition of the collateral.

Economic Conditions:

impact of current and anticipated economic conditions on the borrower’s ability to repay the loan.

to the allowance are made based on these evaluations.

assets with defined useful lives are generally measured at cost less straight-line amortization.

The useful life is determined using

the period of the underlying contract or the period of time over which the intangible asset can be expected to be used.

Impairments are

recognized if the recoverable amount of the asset is lower than the carrying amount.

The recoverable amount is the higher of either the

fair value less costs to sell or the value in use.

The value in use is determined on the basis of future cash inflows and outflows, and

the weighted average cost of capital.

Intangible assets with indefinite useful lives, such as trade names and trademarks, that have been

acquired as part of acquisitions are measured at cost and tested for impairment annually, or if there is an indication that their value

has declined.

Current and forecasted economic conditions are considered, as they may impact the ability of customers to pay their invoices.

Trends and conditions specific to the industry in which the Company operates are evaluated.

on management’s comprehensive review, the Company recorded an allowance for doubtful accounts of $ 353,455 as of April 30, 2025

Company occasionally provides loans to other entities and performs ongoing credit evaluations of its notes receivable portfolio.

for credit losses is established when necessary to reflect management’s estimate of expected losses over the life of the loans.

methodology for determining the allowance includes the following considerations:

Evaluation of the borrower’s creditworthiness at origination and during

the life of the loan.

Loss Experience:

Review of historical default rates and recovery trends, adjusted for current

circumstances where appropriate.

Performance Monitoring:

Ongoing assessment of payment history, covenant compliance (if applicable),

and the borrower’s current financial condition.

For secured loans, the estimated fair value and liquidity of the collateral.

Macroeconomic

Consideration of current and expected future economic conditions that may affect

borrowers’ ability to repay.

allowance is adjusted as new information becomes available or as conditions change.

During the years ended April 30, 2025 and 2024, the

Company recorded a charge of $ 174,400 and $ 0 , respectively, to write off notes receivable that were determined to be uncollectible.

amounts were removed from both the notes receivable balance and the related allowance.

assets with finite useful lives are measured at cost and amortized on a straight-line basis over their estimated useful lives.

life is based on the term of the underlying agreement or the period over which the asset is expected to contribute to future cash flows.

These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

If indicators of impairment exist, the Company compares the carrying amount of the asset group to the undiscounted future cash flows

expected to be generated.

If the carrying amount exceeds those cash flows, an impairment loss is recognized in the amount by which the

carrying value exceeds the fair value of the asset group.

assets with indefinite useful lives are not amortized but are tested for impairment at least annually, or more frequently if events or

changes in circumstances indicate that the asset might be impaired.

The Company’s indefinite-lived intangible assets consist of

funding portal technology acquired in a business combination.

The technology enables the operation of the Company’s Regulation

Crowdfunding, Regulation A and Regulation D platform and is expected to generate benefits over an indefinite period due to its ongoing

user base and regulatory approvals.

The fair value of the funding portal technology is estimated based on a market approach, considering

the number of active users and investors, engagement metrics, and comparable market transactions.

If the fair value is determined to

be less than the carrying amount, an impairment loss is recognized in the amount of the excess.

of Long-Lived Assets

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The Company recorded an impairment loss of $ 19,915,556 and $ 1,048,430 in fiscal 2025 and 2024.

Stock Subscription Payable

The Company recognizes a stock subscription payable

when the Company receives payment from an investor under a stock subscription agreement, and the investor has yet to fulfill all conditions

necessary for the issuance of stock, such as providing required information to the transfer agent.

A stock subscriptions payable is classified

as a liability until the stock is issued or the subscription is otherwise settled.

This classification reflects the company’s obligation

to issue equity to the subscriber upon fulfillment of the remaining conditions.

The liability is measured at the cash or fair value of other consideration

received, in accordance with the terms of the subscription agreement.

The subscribers do not have the right to cancel their subscription

once payment is made, which reinforces the non-refundable nature of the subscription payment and the commitment to issue stock once all

the conditions of the subscription agreement are met.

Upon receipt of all required information from the subscriber,

the stock subscriptions payable liability will be settled, and equity will be issued.

The issuance of common stock is reflected in the

equity section of the Company’s balance sheet, and the stock subscriptions payable liability is removed.

Stock subscriptions payable

amounted to $ 0 and $ 10,000 as of April 30, 2024 and 2023, respectively.

In fiscal 2024, the Company issued 250 shares of common stock

as payment of the $ 10,000 stock subscription liability.

Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock

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of the services provided or the estimated market value of the investment at the time it was acquired, whichever can be more clearly determined.

The Company has elected the measurement alternative for equity securities without readily determinable fair values.

Under this alternative, if the Company identifies an observable price change in an orderly transaction for an identical or similar investment

of the same issuer, the Company measures the equity security at fair value as of the date that the observable transaction occurred.

adjustments resulting from observable price changes are recognized in earnings.

The Company monitors these investments for changes in observable prices from orderly transactions and assesses them

for impairment.

If an equity security is deemed to be impaired, an impairment loss is recognized in earnings, measured as the difference

between the investment’s cost and its fair value at the impairment assessment date.

Company has elected the measurement alternative for equity securities without readily determinable fair values.

Under this alternative,

if the Company identifies an observable price change in an orderly transaction for an identical or similar investment of the same issuer,

the Company measures the equity security at fair value as of the date that the observable transaction occurred.

Any adjustments resulting

from observable price changes are recognized in earnings.

Company monitors these investments for changes in observable prices from orderly transactions and assesses them for impairment.

equity security is deemed to be impaired, an impairment loss is recognized in earnings, measured as the difference between the investment’s

cost and its fair value at the impairment assessment date.

preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates

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date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.

The most significant

estimate relates to investments, the allowance for doubtful accounts and the calculation of stock-based compensation for the stock options.

On a continual basis, management reviews its estimates, utilizing currently available information, changes in facts and circumstances,

historical experience and reasonable assumptions.

After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

GAAP requires us to

make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, accounts receivable,

valuation of equity securities, income taxes, and valuation of long-lived assets including intellectual property and purchased technology.

These estimates are based on management’s knowledge of current events, interpretation of regulations, and expectations about actions

we may undertake in the future.

Actual results could differ materially from those estimates.

Accounting Pronouncements

June 2016, the FASB issued ASU No.

2016-13 Financial Instruments-Credit Losses .

The new guidance provides better representation

about expected credit losses on financial instruments.

This update requires the use of a methodology that reflects expected losses and

requires consideration of a broader range of reasonable and supportive information to inform credit loss estimates.

This ASU is effective

for reporting periods beginning after December 15, 2022.

The adoption of this standard did not have a material impact on the Company’s

financial statements.

March 2023, the FASB issued ASU 2023-01, which provides additional guidance on the accounting for leasehold improvements associated with

leases and clarifies certain lessor transactions.

The standard is effective for fiscal years beginning after December 15, 2023.

has evaluated the potential impact of this ASU on its financial statements and related disclosures.

As the Company does not have any

leases, we do not anticipate that the adoption of ASU 2023-01 will have a material impact on our financial position, results of operations,

or cash flows.

June 2022, the FASB issued ASU 2022-03, which clarifies the guidance on the fair value measurement of equity securities that are subject

to contractual sale restrictions.

The standard provides specific guidance on measuring the fair value of these securities and requires

additional disclosures.

This ASU is effective for fiscal years beginning after December 15, 2023, with early adoption permitted.

Company has evaluated the impact of ASU 2022-03 and determined that it does not currently hold any equity securities subject to contractual

sale restrictions.

Therefore, the adoption of this standard is not expected to have a material impact on our financial position, results

of operations, or cash flows.

March 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220):

Disaggregation of Income

Statement Expenses.

This ASU requires public companies to provide additional disclosures on the nature and amount of certain expense

line items, such as employee compensation, depreciation, and other costs, to improve transparency of operating results.

is effective for fiscal years beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the

impact of the standard on its future financial statement disclosures.

January 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718):

Scope Application of Profits Interest and

Similar Awards.

This ASU includes illustrative examples to clarify when profits interest awards or similar arrangements should be accounted

for under ASC 718.

The standard is effective for public companies for fiscal years beginning after December 15, 2024.

The Company is

evaluating the applicability of this guidance to any future equity-based compensation arrangements.

does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying

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2 – Concentrations

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.

3 – Earnings Per Common Share

income per common and diluted share were calculated as follows for the year ended April 30, 2024 and 2023:

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.

3 – Earnings (Loss) Per Common Share

loss per common and diluted share were calculated as follows for the year ended April 30, 2025 and 2024:

of Earnings Per Share

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April 30, 2024

Net income (loss) attributable to common stockholders – basic

Net loss attributable to common

stockholders – basic

$ ( 28,301,325 )

Adjustments to net income

Net income (loss) attributable to common stockholders – diluted

$ ( 4,986,317 )

Adjustments to net loss

Net loss attributable

to common stockholders – diluted

$ ( 28,301,325 )

$ ( 4,986,317 )

Weighted average common shares outstanding - basic

Effect of dilutive securities

Weighted average common shares outstanding – diluted

Earnings (loss) per common share - basic

Earnings (loss) per common share - diluted

shares of common stock that were issuable pursuant to a stock subscription agreement are included in the calculation of diluted earnings

per share for the year ended April 30, 2023.

vested warrants to purchase 38,142,932 and 1,469,982 shares of common stock are not included in the calculation of earnings per share

for the years ended April 30, 2024 and 2023, respectively, because their effect is anti-dilutive.

Weighted average common shares outstanding

Loss per common share - basic

Loss per common share - diluted

vested warrants to purchase 556,973 and 614,533 shares of common stock are not included in the calculation of earnings per share for

the years ended April 30, 2025 and 2024, respectively, because their effect is anti-dilutive.

vested options to purchase 16,943 and 9,889 shares of common stock are not included in the calculation of earnings per share for the

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

April 30, 2024

April 30, 2023

Interest Rate

Secured lender

Notes payable – related parties

Convertible promissory notes

Loan payable – bank

current portion of long-term debt

current portion

of long-term debt

Total long-term debt

of April 30, 2024 and 2023, the Company owed its principal lender $ 0 and $ 350,000 , respectively, under an amended loan and security agreement

dated July 26, 2014, amended several times thereafter and paid in full in May 2023.

of April 30, 2024 and 2023, the Company’s related-party unsecured notes payable totaled $ 0 and $ 15,000 , respectively.

Company owes $ 34,324 as of April 30, 2025 and 2024 to Chase Bank.

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The June 2020 Loan was personally guaranteed by the Company’s Chief Financial Officer.

Accrued interest payable for the June 2020 Loan as of April 30, 2025 and 2024 amounted to $ 20,611 and $ 31,207 , respectively.

February 2021 Loan bears interest at a rate of 1 % per annum and the due date of the first payment has been postponed by the SBA because

the Company has applied for forgiveness of the February 2021 Loan.

Accrued interest payable for the February 2021 Loan as of April 30,

2025 and 2024 amounted to $ 80,186 and $ 61,276 , respectively.

March 26, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC (the “Lender”), pursuant

to which the Company issued a promissory note in the principal amount of $ 181,540 (the “Note”).

The Note was issued with

an original issue discount (“OID”) of $ 25,040 , and the Company received net proceeds of $ 150,000 after deducting legal and

due diligence fees.

of April 30, 2025, the unamortized original issue discount was $ 19,753 , and the Note was recorded on the balance sheet at its net carrying

amount of $ 161,787 .

Note bears a one-time interest charge of 12 % and was scheduled to mature on January 30, 2026 .

The Note required repayment in five monthly

installments beginning on September 30, 2025, for a total contractual repayment amount of $ 203,324 .

Under the terms of the Note, the

Company had the option to prepay the outstanding balance.

On July 8, 2025, the Company exercised this option and paid the Note in full

with a remittance of $ 197,225 .

April 29, 2025, the Company entered into a private financing transaction with a single accredited investor and issued an unsecured, non-convertible

promissory note in the principal amount of $ 200,000 .

The note was issued at a 50 % OID for gross proceeds of $ 100,000 .

The note bears

interest at 8 % per annum, matures on July 31, 2025 , and is prepayable at any time without penalty.

In the event of default, the interest

rate increases to 20 % per annum.

As of April 30, 2025, the unamortized OID was $ 98,350 , and the note was recorded on the balance sheet

at a net carrying amount of $ 101,650 .

of April 30, 2025, future payments under debt obligations over each of the next five years and thereafter were as follows:

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Twelve months ended April 30:

Minimum future payments of principal

future payments of principal

5 – Income Taxes

fiscal 2023, our income tax expense was $ 854,000 , with an effective tax rate of 22 %, Our effective tax rate and the resulting provision

for income taxes were impacted by tax benefits related to a net operating loss carryforward of $ 1.6 million.

fiscal 2024, we recorded an income tax benefit of $ 2,339,288 , resulting in an effective tax benefit rate of 32 %.

Included in the income

tax benefit is an employee retention credit (“ERC”) of $ 508,292 , as provided under the Coronavirus Aid, Relief and Economic

Security Act.

The ERC is a tax incentive available to the Company for retaining employees during the economic challenges posed by the

COVID-19 pandemic.

Company did not have any material unrecognized tax benefits as of April 30, 2024 and 2023.

The Company does not expect the unrecognized

tax benefits to significantly increase or decrease within the next twelve months.

The Company recorded no interest and penalties relating

to unrecognized tax benefits as of and during the years ended April 30, 2024 and 2023.

The Company is subject to U.S.

federal income

tax, as well as taxes by various state jurisdictions.

The Company is currently open to audit under the statute of limitations by the

federal and state jurisdictions for the years ending April 30, 2021 through 2024.

the fiscal year ended April 30, 2023, the Company recorded no income tax expense, resulting in an effective tax rate of 0 %, due to taxable

losses incurred during the year.

the fiscal year ended April 30, 2024, the Company recorded an income tax benefit of $ 2,339,288 , representing an effective tax benefit

rate of 32 %.

Included in the benefit is an employee retention credit (“ERC”) of $ 508,292 , available under the Coronavirus

Aid, Relief, and Economic Security Act (the “CARES Act”).

The ERC is a refundable tax credit for eligible employers that

retained employees during the COVID-19 pandemic.

Company had no material unrecognized tax benefits as of April 30, 2025 and 2024 and does not expect its unrecognized tax benefits to

change significantly in the next twelve months.

No interest or penalties related to unrecognized tax positions were accrued or recognized

during the years ended April 30, 2025 and 2024.

Company is subject to U.S.

federal income tax and various state tax jurisdictions.

The Company’s tax years ended April 30, 2022

through 2024 remain open to examination by taxing authorities.

Earlier periods remain open to the extent of net operating loss or credit

carryforwards.

income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and

liabilities as of April 30, 2024 and 2023 were as follows:

reporting purposes and their respective tax bases.

The significant components of the Company’s deferred tax assets and liabilities

as of April 30, 2025 and 2024 are as follows:

of Income Taxes

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Net deferred tax assets (liabilities)

( 1,657,000 )

Valuation allowance

Net deferred tax assets (liabilities)

( 3,666,000 )

valuation allowance increased to $ 133,000 as of April 30, 2024 from $ 0 at April 30, 2023.

Net deferred tax assets

(liabilities)

Company increased its valuation allowance to $ 3,666,000 as of April 30, 2025, from $ 133,000 as of April 30, 2024, due to uncertainty

regarding the realization of deferred tax assets, primarily net operating loss carryforwards.

6 – Related Party Transactions

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owns 24,447 shares of common stock, or 1.1 % of the Company’s 2,192,226 outstanding shares as of April 30, 2025.

paid Systems DE $ 175,000 and $ 430,000 in the years ended April 30, 2024 and 2023, respectively, for use of the software that runs the

website www.netcapital.com .

The company paid

Systems DE $ 95,000 and $ 175,000 in the years ended April 30, 2025 and 2024, respectively, for use of the software that runs the website

www.netcapital.com .

and owes Systems DE $ 285,000 in unpaid invoices as of April 20, 2025.

The Company provided professional

services to Systems DE in the year ended April 30, 2023 and recorded revenue of $ 4,660 .

Lenk, the Chief Executive Officer of Netcapital Advisors Inc., (“Advisors”), our wholly owned subsidiary, is a member of

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at $ 577,743 and $ 513,550 , respectively.

Lenk, the Chief Executive Officer of Advisors is a member of the board of directors of Deuce Drone LLC.

As of April 30, 2024 and 2023,

the Company owns 2,350,000 membership interest units of Deuce Drone LLC., valued at $ 2,350,000 .

The Company has notes receivable aggregating

to $ 152,000 from Deuce Drone LLC as of April 30, 2024 and 2023.

Lenk, the Chief Executive Officer of Advisors, serves as a member of the board of directors of Deuce Drone LLC, an entity in which the

Company holds an equity interest.

As of April 30, 2025 and 2024, the Company owned 2,350,000 membership interest units of Deuce Drone

LLC, valued at $ 0 and $ 2,350,000 , respectively.

The Company also had notes receivable from Deuce Drone LLC totaling $ 152,000 as of April

30, 2025 and 2024.

During the year ended April 30, 2025, the Company determined that collection of the notes was not probable and recorded

a full credit loss reserve of $ 152,000 against the notes receivable.

to officers in the year ended April 30, 2025 consisted of stock-based compensation valued at $ 369,545 and cash salary of $ 927,288 .

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This consultant is also the controlling shareholder of Zelgor Inc.

and $ 33,000 and $ 66,000 of the

Company’s revenues in the years ended April 30, 2024 and 2023, respectively, were from Zelgor Inc.

As of April 30, 2024 and 2023,

the Company owned 1,400,000 shares which are valued at $ 1,400,000 .

of April 30, 2024 and 2023, the Company has invested $ 240,080 in an affiliate, 6A Aviation Alaska Consortium, Inc., in conjunction with

a land lease in an airport in Alaska.

Cecilia Lenk, the Chief Executive Officer of Advisors is also the Chief Executive Officer of 6A

Aviation Alaska Consortium, Inc.

owed Steven Geary, a director, $ 0 and $ 31,680 as of April 30, 2024 and 2023, respectively.

This obligation was paid in full by the issuance

on April 24, 2024 of 239,274 shares of our common stock at a price per share of $ 0.1324 We owed Paul Riss, a director of our Netcapital

Funding Portal Inc., $ 0 and $ 58,524 , as of April 30, 2024 and 2023.

This obligation was paid in full by the issuance on April 24, 2024

of 442,024 shares of our common stock at a price per share of $ 0.1324

the year ended April 30, 2023, we paid $ 12,019 to Paul Riss to retire a note payable of $ 3,200 and expenses payable of $ 8,819 .

January 2023 we granted stock options to purchase an aggregate of 1,600,000 shares of our common stock to four related parties as follows:

our Chief Executive Officer, Martin Kay, 1,000,000 shares;

our Chief Financial Officer, Coreen Kraysler 200,000 shares;

Jason Frishman, 200,000 shares;

and a director of Netcapital Funding Portal, Inc., Paul Riss, 200,000 shares.

The options have an exercise

price of $ 1.43 , vest monthly on a straight-line basis over a 4 -year period and expire in 10 years.

April 25, 2023, the Company also granted an aggregate of 80,000 options, or 20,000 options each to the following board members:

Lenk, Avi Liss, Steven Geary and Arnold Scott, to purchase shares of our common stock at an exercise price of $ 1.40 per share.

vest monthly on a straight-line basis over a 4 -year period and expire in 10 years.

and $ 0 and $ 33,000 of the Company’s

revenues in the years ended April 30, 2025 and 2024, respectively, were from Zelgor Inc.

As of April 30, 2025 and 2024, the Company owned

1,400,000 shares which are valued at $ 1,400,000 .

of April 30, 2025 and 2024, the Company had invested $ 240,080 in 6A Aviation Alaska Consortium, Inc., an affiliated entity formed in

connection with a proposed land lease at an airport in Alaska.

Cecilia Lenk, the Chief Executive Officer of Netcapital Advisors Inc.,

also serves as the Chief Executive Officer of 6A Aviation Alaska Consortium, Inc.

As of April 30, 2025, the Company determined that the

investment was impaired and recorded a full write-off of $ 240,080 .

On April 24, 2024, we issued director Steven Geary 3,419 shares of

our common stock at a price per share of $ 9.268 in satisfaction of $ 31,680 owed to him.

On April 24, 2024, we issued We owed Paul Riss,

a director of our Netcapital Funding Portal Inc., 6,315 shares of our common stock at a price per share of $ 9.268 in satisfaction of $ 58,524

Kraysler, our Chief Financial Officer, has personally guaranteed a $ 500,000 promissory note from the U.S.

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The note bears interest at an annual rate of 3.75 %, has a 30-year term, and monthly payments of $ 2,437 began on December 17, 2022.

John Fanning, the husband of the Company’s

Chief Financial Officer, was an employee of the Company from February 3, 2020 to September 20, 2023, and has continued to serve as an

advisor to the Company after that time.

In addition, as stated above, Mr.

Fanning’s son, John Fanning, Jr., is a consultant

to the Company and is the controlling shareholder of Zelgor Inc.

From time to time, Mr.

Fanning provides advice to companies

in which the Company either owns an equity position, are listed and/or conducted offerings on the Company’s funding portal, and/or

are vendors in the Company’s ecosystem.

Further, the Company is aware of a website that states that John Fanning is working or has

been involved in the past with some of the portfolio companies that conducted offerings on the Company’s funding

portal (Kingscrowd, Deuce Drone, ChipBrain and Zelgor).

For information regarding the value of the equity holdings that the Company may

have in each of these entities, see Note 12 to the Company’s Consolidated Financial Statements contained in their Annual Report

on Form 10-K for the year ended April 30, 2025.

The Company does not have a formal advisory contract with Mr.

7 – Stockholders’ Equity

Company is authorized to issue 900,000,000 shares of its common stock, par value $ 0.001 .

22,880,680 and 6,440,527 shares were outstanding

as of April 30, 2024 and 2023, respectively.

the quarter ended July 31, 2022, the Company issued 39,901 shares of common stock with a value of $ 113,714 to settle a related party

payable of $ 294,054 .

The Company also issued 93,432 shares of common stock valued at $ 266,272 to retire $ 300,000 of convertible promissory

notes plus accrued interest of $ 10,192 .

The convertible note holders also received warrants to purchase shares of common stock at a per

share exercise price of $ 5.19 , that are exercisable immediately, and expire five years from the date of issuance.

These equity issuances

resulted in a gain from the conversion of debt totaling $ 224,260 , which is recorded as other income in the income statement for the year

ended April 30, 2023.

July 15, 2022, the Company completed an underwritten public offering of 1,205,000 shares of the Company’s common stock and warrants

to purchase 1,205,000 shares of the Company’s common stock at a combined public offering price of $ 4.15 per share and warrant.

The gross proceeds from the offering were $ 5,000,750 prior to deducting underwriting discounts, commissions, and other offering expenses,

which resulted in net proceeds of $ 3,949,117 .

The warrants have a per share exercise price of $ 5.19 , are exercisable immediately, and

expire five years from the date of issuance.

addition, the Company granted the underwriter a 45-day option to purchase up to an additional 180,750 shares of common stock and/or up

to 180,750 additional warrants to cover over-allotments, if any.

In connection with the closing of the offering, the underwriter partially

exercised its over-allotment option and purchased an additional 111,300 warrants, and the Company issued an aggregate of 60,250 warrants

to 20 individual representatives of the underwriter.

December 16, 2022 the Company completed an underwritten public offering of 1,247,000 shares of the Company’s common stock, at a

price to the public of $ 1.40 per share.

Pursuant to the terms of an underwriting agreement, the Company also granted the underwriters

a 45-day option to purchase up to an additional 187,000 shares of common stock solely to cover over-allotments, at the same price per

share of $ 1.40 , less the underwriting discounts and commissions.

In conjunction with this offering, the Company issued the underwriter

and its designees warrants to purchase 62,350 shares of our common stock at an exercise price of $ 1.75 .

The underwriters exercised their

over-allotment option and on January 5, 2023, the Company issued an additional 187,000 shares of its common stock.

The Company received

net proceeds of $ 1,621,459 for the issuance of a total of 1,434,000 shares of common stock for both the initial and over-allotment offering.

In conjunction with the exercise of the over-allotment, the Company issued the underwriter and its designees warrants to purchase 9,350

shares of our common stock with an exercise price of $ 1.75 .

the year ended April 30, 2023, in addition to the public offerings, the Company issued 75,000 shares of common stock, valued at $ 732,751 ,

in conjunction with the purchase of a 10 % equity stake in Caesar Media Group, Inc., 300,000 shares of common stock, valued at $ 435,000

to purchase the website and intellectual property of a real-time video conferencing website, 2,600 shares of common stock in conjunction

with a stock subscription agreement with accredited investors, valued at $ 23,400 , and 6,250 shares of common stock in conjunction with

an acquisition agreement that requires shares to be issued by the Company.

January 5, 2023, the Company approved the adoption of the Netcapital Inc.

2023 Omnibus Equity Incentive Plan (the “Plan”),

which was subsequently approved by a vote of the shareholders.

In January 2023, the Company granted stock options to four individuals

to purchase an aggregate of 1,600,000 of the Company’s common stock at a price of $ 1.43 per share and on April 25, 2023 also granted

350,000 stock options under the Plan to employees, consultants, and directors at an exercise price of $ 1.40 per share.

All stock options

in the Plan vest monthly on a straight-line basis over a 4 -year period and expire in 10 years.

May 2023, the Company issued 100,000 shares of its common stock, valued at $ 144,000 , in conjunction with a consulting agreement with

May 23, 2023, the Company entered into securities purchase agreements with certain institutional investors, pursuant to which the Company

agreed to issue and sell to such investors, in a registered direct offering (the “May 2023 Offering”), 1,100,000 shares of

the Company’s common stock, par value $ 0.001 per share, at a price of $ 1.55 per Share, for aggregate gross proceeds of $ 1,705,000 ,

before deducting the placement agent’s fees and other offering expenses payable by the Company.

March 25, 2025, we filed articles of amendment (the “Articles of Amendment”) to our Articles of Incorporation, as amended,

with the Utah Department of Commerce, Division of Corporations and Commercial Code to authorize 10,000,000 shares of “blank check”

preferred stock.

Following the filing of the Articles of Amendment, we have the authority to issue 910,000,000 shares of capital stock,

such total shares consisting of (i) 900,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock.

There were 2,192,226

and 326,867 shares of the Company’s common stock outstanding as of April 30, 2025 and 2024, respectively.

No preferred shares have

May 2023, the Company issued 1,429 shares of its common stock, valued at $ 144,000 , in conjunction with a consulting agreement with a

May 23, 2023, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company

agreed to issue and sell to such investors, in a registered direct offering (the “Offering”), 15,715 shares of the Company’s

common stock, par value $ 0.001 per share, at a price of $ 108.50 per Share, for aggregate gross proceeds of $ 1,705,000 , before deducting

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

The Offering closed on May 25, 2023.

in connection with the May 2023 Offering, on May 23, 2023, the Company entered into a placement agency agreement with ThinkEquity LLC,

pursuant to which, the Company issued warrants to purchase up to 55,000 shares of common stock at an exercise price of $ 1.94 , which were

issued on May 25, 2023.

in connection with the Offering, on May 23, 2023, the Company entered into a placement agency agreement with ThinkEquity LLC, pursuant

to which, the Company issued warrants to purchase up to 983 shares of common stock at an exercise price of $ 109.40 , which were issued

on May 25, 2023.

July 2023, the Company issued 713 shares of its common stock in consideration of a release from an unrelated third party in conjunction

with the settlement of an outstanding debt between such third party and Netcapital Systems LLC.

with the settlement of an outstanding debt between such third party and Systems DE.

July 24, 2023 the Company completed an underwritten public offering of 24,642 shares of the Company’s common stock, at a price

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1,537 shares of the Company’s common stock at an exercise price of $ 49.34 .

July 31, 2023 and on October 26, 2023, the Company issued 18,750 shares of its common stock in conjunction with the purchase of a 10 %

interest in Caesar Media Group Inc.

October 26, 2023, the Company issued 6,250 shares of its common stock in conjunction with its purchase

of MSG Development Corp.

July 31, 2023 and on October 26, 2023, the Company issued 268 shares of its common stock in conjunction with the purchase of a 10 % interest

in Caesar Media Group Inc.

October 26, 2023, the Company issued 89 shares of its common stock in conjunction with its purchase of MSG

Development Corp.

(“MSG”), a wholly owned subsidiary.

As a result of the issuance to MSG, the equity account for shares

to be issued decreased by $ 61,063 from $ 183,187 to $ 122,124 .

The Company did not receive any proceeds for the issuance of these shares.

December 27, 2023, the Company completed a public offering of (i) 4,800,000 shares of common stock, par value $ 0.001 per share, of the

Company (the “Common Share”);

(ii) 11,200,000 prefunded warrants (the “Prefunded Warrants”) to purchase 11,200,000

shares of Common Stock of the Company (the “Prefunded Warrant Shares”);

(iii) 16,000,000 Series A-1 warrants (the “Series

A-1 Common Warrants”) to purchase 16,000,000 shares of Common Stock of the Company (the “Series A-1 Common Warrant Shares”)

and (iv) 16,000,000 Series A-2 warrants (the “Series A-2 Common Warrants,” together with the Series A-1 Warrants, the “Common

Warrants”) to purchase 16,000,000 shares of Common Stock of the Company (the “Series A-2 Common Warrant Shares,” together

with the Series A-1 Common Warrants Shares, the “Common Warrant Shares”).

The offering price of each Common Share and accompanying

Series A-1 Common Warrant and Series A-2 Common Warrant was $ 0.25 , and the offering price of each Prefunded Warrant and accompanying

As a result of the issuance to MSG, the equity account for shares to

be issued decreased by $ 61,063 from $ 183,187 to $ 122,124 .

On April 29, 2025, the remaining 180 shares due to the sellers of MSG were

issued, reducing the shares to be issued account from $ 122,124 to $ 0 .

The Company did not receive any proceeds for the issuance of these

December 27, 2023, the Company completed a public offering of (i) 68,572 shares of common stock, par value $ 0.001 per share, of the Company

(the “Common Share”);

(ii) 160,000 prefunded warrants (the “Prefunded Warrants”) to purchase 160,000 shares of

Common Stock of the Company (the “Prefunded Warrant Shares”);

(iii) 228,572 Series A-1 warrants (the “Series A-1 Common

Warrants”) to purchase 228,572 shares of Common Stock of the Company (the “Series A-1 Common Warrant Shares”) and (iv)

228,572 Series A-2 warrants (the “Series A-2 Common Warrants,” together with the Series A-1 Warrants, the “Common Warrants”)

to purchase 228,572 shares of Common Stock of the Company (the “Series A-2 Common Warrant Shares,” together with the Series

A-1 Common Warrants Shares, the “Common Warrant Shares”).

The offering price of each Common Share and accompanying Series

A-1 Common Warrant and Series A-2 Common Warrant was initially $ 17.50 , and the offering price of each Prefunded Warrant and accompanying

Series A-1 Common Warrant and Series A-2 Common Warrant was $ 17.43 .

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referred to as the “Securities.”

Common Warrant has an exercise price of $ 0.25 per share.

The Common Warrants became exercisable on February 23, 2024.

The Series A-1

Common Warrants expire on February 23, 2029 .

The Series A-2 Common Warrants expire on August 23, 2025 .

A holder may not exercise any

portion of the Common Warrants to the extent the Purchaser would own more than 4.99% of the outstanding Common Stock immediately after

A holder may increase or decrease this percentage with respect to either the Series A-1 Common Warrants or the Series A-2 Common

Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.

Series A-1 Warrants have a current exercise price of $ 14.10 per share and are exercisable until February 23, 2029 and the Series A-2

Common Warrants have a current exercise price of $ 8.74 per share and are exercisable until August 23, 2025.

Following adjustments in

connection with the August 2024 reverse stock split, there are currently Series A-1 Warrants to purchase 283,752 shares of common stock

outstanding and Series A-2 Warrant to purchase 28,386 shares of common stock outstanding.

A holder may not exercise any portion of the

Common Warrants to the extent the Purchaser would own more than 4.99% of the outstanding common stock immediately after exercise.

may increase or decrease this percentage with respect to either the Series A-1 Common Warrants or the Series A-2 Common Warrants to a

percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.

Prefunded Warrants were immediately exercisable and may be exercised at a nominal exercise price of $ 0.001 per share of common stock

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Wainwright & Co., LLC as the exclusive placement agent in connection with the offering of the Securities (the

“Placement Agent”), the Company paid the Placement Agent a cash fee of 7.5 % of the aggregate gross proceeds raised in the

offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the offering and reimbursement of certain expenses and

The Company also issued warrants to designees of the Placement Agent (the “Placement Agent Warrants”) to purchase

up to 1,200,000 shares of Common Stock.

The Placement Agent Warrants have substantially the same terms as the Common Warrants, except

that the Placement Agent Warrants have an exercise price equal to $ 0.3125 per share and expire on December 27, 2028 .

“Placement Agent”, or “Wainwright”), the Company paid the Placement Agent a cash fee of 7.5 % of the aggregate

gross proceeds raised in the offering, plus a management fee equal to 1.0 % of the gross proceeds raised in the offering and reimbursement

of certain expenses and legal fees.

The Company also issued warrants to designees of the Placement Agent (the “Placement Agent

Warrants”) to purchase up to 21,283 shares of common stock.

The Placement Agent Warrants have substantially the same terms as the

Common Warrants, except that the Placement Agent Warrants have an exercise price equal to $ 17.62 per share and expire on December 27,

January 19, 2024, the Company issued 19,858 shares of common stock upon the exercise of Prefunded Warrants and receipt of the exercise

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and receipt of the exercise price of $ 1,582 .

February 20, 2024 the Company received a warrant exercise notice of Prefunded Warrants to purchase 1,390,000 Warrant Shares and issued

1,390,000 shares of its common stock upon the receipt of the exercise price of $ 1,390 .

On March 8, 2024 the Company received a warrant

exercise notice of Prefunded Warrants to purchase 1,390,000 Warrant Shares and issued 1,390,000 shares of its common stock upon the receipt

of the exercise price of $ 1,390 .

March 20, 2024 the Company received a warrant exercise notice of Prefunded Warrants to purchase 25,114 Warrant Shares and issued 25,114

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On April 1, 2024 the Company received a warrant exercise

notice of Prefunded Warrants to purchase 430,000 Warrant Shares and issued 430,000 shares of its common stock upon the receipt of the

exercise price of $ 430,000 .

notice of Prefunded Warrants to purchase 6,143 Warrant Shares and issued 6,143 shares of its common stock upon the receipt of the exercise

price of $ 430 .

April 24,2024, the Company issued 3,419 shares of its common stock at a price per share of $ 0.1324 to pay in full a $ 31,680 obligation

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April 29, 2024, the Company issued 4 shares of its common stock to fulfill a stock subscription payable of $ 10,000 .

May 24, 2024, the Company entered into inducement offer letter agreements with certain investors that held certain outstanding Series

A-2 warrants purchased an aggregate of 252,286 shares of our common stock with an exercise price of $ 17.50 per share, originally issued

in December 2023 at a reduced exercise price of $ 10.85 per share (which reduced exercise price was granted to all holders on Series A-2

warrants by the board on May 24, 2024) 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 253,947 shares of our common stock at an exercise price of $ 8.74 per

share and (ii) new Series A-4 common stock purchase warrants to purchase up to 253,947 shares of our common stock at an exercise price

of $ 8.74 per share 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 the 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.

The Company also issued warrants to designees of Wainwright to purchase up to 19,048 shares of our common stock at an

exercise price of $ 10.93 per share.

August 23, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with 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 acted as sales agent.

The sales of the Shares

made under the ATM Agreement were 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 paid Wainwright a commission rate equal to 3.0 % of the aggregate

gross proceeds from each sale of Shares.

From August 23, 2024 through October 29, 2024, the Company sold 1,122,693 shares of its common

stock pursuant to the ATM Agreement for gross proceeds of 2,099,667 .

No additional Shares will be sold under this ATM Agreement.

proceeds amounted to $ 1,979,000 .

January 9, 2025, the Company entered into inducement offer letter agreements with certain investors that held certain outstanding warrants

to purchase up to an aggregate of 270,861 shares of the Company’s common stock, that were originally issued to the warrant holders

in December 2023 and May 2024 (the “Existing Warrants”).

The Existing Warrants had an exercise price of $ 10.85 per share.

Pursuant to the inducement letter agreements, the warrant holders agreed to exercise for cash the Existing Warrants at a reduced exercise

price of $ 1.80 per share in partial consideration for the Company’s agreement to issue in a private placement (x) new Series A-5

Common Stock purchase warrants (the “Series A-5 Warrants”) to purchase up to 361,148 shares of our common stock and (y) new

Series A-6 Common Stock Purchase Warrants (the “Series A-6 Warrants” and, together with the Series A-5 Warrants, the “New

Warrants”) to purchase up to 180,574 shares of common stock.

The New Warrants are exercisable beginning on July 13, 2025 (the “Initial

Exercise Date”), with such warrants expiring on (i) the five year anniversary of the Initial Exercise Date for the Series A-5 Warrants

and (ii) the eighteen month anniversary of the Initial Exercise Date for the Series A-6 Warrants.

closing of the transactions contemplated by the inducement letters agreements occurred on January 13, 2025.

The Company received aggregate

gross proceeds of approximately $ 487,000 from the exercise of the Existing Warrants by the warrant holders, before deducting placement

agent fees and other expenses payable by the Company.

The Company also issued warrants, that expire on July 15, 2030, to designees of

Wainwright to purchase up to 20,315 shares of our common stock at an exercise price of $ 2.25 per share.

March 5, 2025, the Company entered into inducement offer letter agreements with certain warrant holders to exercise 79,558 outstanding

warrants for cash at a reduced exercise price of $ 1.80 per share (previously $ 8.74 per share).

In consideration, the Company issued Series

A-7 and Series A-8 Common Stock Purchase Warrants to purchase an aggregate of 159,116 shares of common stock at an exercise price of

The Series A-7 Warrants expire five years from their initial exercise date of September 5, 2025, and the Series A-8 Warrants expire

eighteen months from the same date.

transaction closed on March 6, 2025, generating gross proceeds of approximately $ 143,000 , before deducting fees and expenses.

of April 30, 2025, the Company owed $ 200,000 to a consulting firm for services rendered, which was payable in shares of common stock.

The liability was recorded as “shares to be issued” as of April 30, 2025.

The related shares were issued on July 21, 2025.

following tables summarize information about warrants outstanding as of April 30, 2025 and 2024:

of Warrants Outstanding

Warrants Outstanding

Warrants Exercisable

As of April 30, 2025

3 unchanged sentences

of Warrants Outstanding Activity

Exercise Price

Outstanding May 1, 2023

Issued during year ended April 30, 2024

$ 1.75 - $ 5.19

Exercised/canceled during year ended April

Outstanding April 30, 2024

$ 1.75 - $ 5.19

Issued during year ended April 30, 2025

$ 0.001 - $ 5.19

Exercised/canceled during year ended April

( 7,940,000 )

Warrants outstanding April 30, 2025

$ 0.001 - $ 5.19

Warrants exercisable, April 30, 2025

$ 0.001 - 5.19

8 – Fair Value

45 unchanged sentences

April 30, 2024

Chief Executive Officer

Chief Executive

Chief Financial Officer

Chief Executive Officer, Advisors

Chief Executive Officer,

Marketing consultant

Employee and consultant options

Business consultant

Total stock-based compensation expense

Employee and consultant

stock-based compensation expense

following tables summarize information about stock options outstanding as of April 30, 2025 and 2024:

of Stock Options Outstanding

Options Outstanding

Options Exercisable

As of April 30, 2025

3 unchanged sentences

of Stock Option Activity

Exercise Price

Outstanding April 30, 2023

$ 10.50 - $ 10.50

Issued during year ended April 30, 2024

$ 1.40 - $ 1.43

Exercised/canceled during year ended April

$ 10.50 - $ 10.50

Options outstanding April 30, 2024

$ 1.40 - $ 10.50

Issued during year ended April 30, 2025

$ 1.40 - $ 1.43

Exercised/canceled during year ended April

$ 10.50 - $ 10.50

Options outstanding April 30, 2025

$ 1.40 - $ 10.50

Options exercisable, April 30, 2025

$ 1.40 - $ 10.50

10 – Deposits and Commitments

utilize an office at 1 Lincoln Street in Boston, Massachusetts.

We currently pay a membership fee of approximately $ 6,400 a month, under

a virtual office agreement that expires in March 2025 and includes a deposit of $ 6,300 .

Company utilizes office space at 1 Lincoln Street in Boston, Massachusetts, under an office membership agreement.

The Company pays a

monthly membership fee of approximately $ 6,600 .

The agreement is cancellable by the Company with 60 days’ notice.

As of April 30,

2025, the Company had a refundable security deposit of $ 6,300 related to the agreement.

11 – Intangible Assets

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the period of the underlying contract or the period of time over which the intangible asset can be expected to be used.

The Netcapital Funding Portal acquired brand of $ 532,118 is subject to amortization over a 15 year period.

users valued at $ 14,271,836 have an indefinite life.

Impairments are

recognized if the recoverable amount of the asset is lower than the carrying amount.

The recoverable amount is the higher of either the

fair value less costs to sell or the value in use.

The value in use is determined on the basis of future cash inflows and outflows, and

the weighted average cost of capital.

Intangible assets with indefinite useful lives, such as trade names and trademarks, that have been

acquired as part of acquisitions are measured at cost and tested for impairment annually, or if there is an indication that their value

has declined.

As of April 30, 2024, the Company determined that the intangible assets associated with its acquisition of MSG Development

and a website that focused on booking live video calls with retired professional hockey players was impaired, and the Company recorded

an impairment expense of $ 1,048,430 for the year ended April 30, 2024.

The Netcapital

Funding Portal acquired brand of $ 532,118 is subject to amortization over a 15 year period.

The acquired users valued at $ 14,271,836

have an indefinite life.

Impairments are recognized if the recoverable amount of the asset is lower than the carrying amount.

The recoverable

amount is the higher of either the fair value less costs to sell or the value in use.

The value in use is determined on the basis of

future cash inflows and outflows, and the weighted average cost of capital.

Intangible assets with indefinite useful lives, such as trade

names and trademarks, that have been acquired as part of acquisitions are measured at cost and tested for impairment annually, or if

there is an indication that their value has declined.

As of April 30, 2024, the Company determined that the intangible assets associated

with its acquisition of MSG Development Corp.

and a website that focused on booking live video calls with retired professional hockey

players was impaired, and the Company recorded an impairment expense of $ 1,048,430 for the year ended April 30, 2024.

following table sets forth the major categories of the intangible assts as of April 30, 2025 and 2024.

of Intangible Assets

April 30, 2024

April 30, 2023

Schedule of Intangible Assets

Acquired users

Acquired brand

Acquired IP and Website

Professional practice

Literary works and contracts

Total intangible assets

accumulated amortization

Net intangible assets

intangible assets

of April 30, 2025, the weighted average remaining useful life for acquired brand is 12 years.

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as of April 30, 2025 resulting in net intangible assets of $ 14,697,529 .

12 – Investments

in fiscal 2024, the Company’s funding portal charges issuers a fee of 1% of the equity securities sold on the funding portal, along

with a fee of 4.9% of the cash proceeds from the sale of these securities.

The value of the 1% equity fee ranged from $117, from an issuer

that raised approximately $11,700, to $44,945 from an issuer that raised approximately $4,494,500.

As of April 30, 2024, the Company

received equity securities from 30 issuers, valued at a total of $97,700, which resulted in non-cash revenue of $97,700 for the year

ended April 30, 2024.

March 2024, the Company received 2,440,000 units of StockText LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.50 per unit based on a sales price of $ 0.50 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,220,000 .

As of April 30, 2024, the Company owned 2,440,000 units which are valued

at $ 1,220,000 .

March 2024, the Company received 2,816,154 units of Fantize LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.39 per unit based on a sales price of $ 0.39 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,110,000 .

As of April 30, 2024, the Company owned 2,816,154 units which are valued

at $ 1,110,000 .

February 2024, the Company received 2,816,154 units of AceHedge LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.39 per unit based on a sales price of $ 0.39 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,110,000 .

As of April 30, 2024, the Company owned 2,816,154 units which are valued

at $ 1,110,000 .

May 2023, the Company received 2,853,659 units of RealWorld LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.41 per unit based on a sales price of $ 0.41 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,170,000 .

As of April 30, 2024, the Company owned 2,853,659 units which are valued

at $ 1,170,000 .

April 2023, the Company received 2,853,659 units of HeadFarm LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.41 per unit based on a sales price of $ 0.41 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,170,000 .

As of April 30, 2024 and 2023, the Company owned 2,853,659 units which

are valued at $ 1,170,000 .

April 2023, the Company received 2,853,659 units of CupCrew LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.41 per unit based on a sales price of $ 0.41 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,170,000 .

As of April 30, 2024 and 2023, the Company owned 2,853,659 units which

are valued at $ 1,170,000 .

April 2023, the Company received 2,853,659 units of CountSharp LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.41 per unit based on a sales price of $ 0.41 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,170,000 .

As of April 30, 2024 and 2023, the Company owned 2,853,659 units which

are valued at $ 1,170,000 .

January 2023, the Company received 2,100,000 units of Dark LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 1.00 per unit based on a sales price of $ 1.00 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 2,100,000 .

As of April 30, 2024 and 2023, the Company owned 2,100,000 units which

are valued at $ 2,100,000 .

August 2022, the Company received 1,911,765 units of NetWire LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.68 per unit based on a sales price of $ 0.68 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,300,000 .

As of April 30, 2024 and 2023, the Company owned 1,911,765 units which

are valued at $ 1,300,000 .

May 2022, the Company received 1,764,706 units of Reper LLC as a payment for services rendered in conjunction with a crowdfunding offering.

The units are valued at $ 0.68 per unit based on a sales price of $ 0.68 per unit on an online funding portal.

The receipt of the units

satisfied an accounts receivable balance of $ 1,200,000 .

As of April 30, 2024 and 2023, the Company owned 1,764,706 units which are valued

at $ 1,200,000 .

12 – Investments and Investment Impairments

the fiscal year ended April 30, 2025, the Company evaluated its equity investments in multiple issuers for impairment in accordance with

ASC 321-10-35-3.

The Company determined that the fair value of several investments had declined below their carrying amounts and that

the declines were other-than-temporary.

These conclusions were based on qualitative indicators including the resignation of key personnel,

discontinuation of business operations, termination of fundraising efforts, and other adverse developments.

of April 30, 2024, the Company recorded the following investments at their respective carrying values:

StockText LLC:

CountSharp LLC:

HeadFarm LLC:

RealWorld LLC:

AceHedge LLC:

Caesar Media Group Inc.:

ChipBrain LLC:

Deuce Drone LLC:

- MustWatch LLC:

the year ended April 30, 2025, the Company determined that the fair value of each of these investments had declined below its carrying

value and recognized full impairment charges in accordance with ASC 321-10-35-3.

The Company holds 2,440,000 units of StockText LLC.

The issuer ceased operations, discontinued its fundraising efforts, and returned

all investor funds.

Based on these factors and the resignation of key personnel, the Company determined the investment was fully impaired.

An impairment expense of $ 1,220,000 was recorded during the fiscal year ended April 30, 2025.

The Company holds 2,853,659 units of CupCrew LLC.

The issuer ceased operations, discontinued its fundraising efforts, and returned

all investor funds.

The Company concluded that its investment was fully impaired.

An impairment expense of $ 1,170,000 was recorded during

the fiscal year ended April 30, 2025.

The Company holds 2,853,659 units of CountSharp LLC.

Following the resignation of key management and the issuer’s decision

to cease fundraising and return funds to investors, the Company determined the investment was fully impaired.

An impairment expense of

$ 1,170,000 was recorded during the fiscal year ended April 30, 2025.

The Company holds 2,853,659 units of HeadFarm LLC.

Based on business discontinuation, returning funds to investors and resignation

of key personnel, the Company recognized a full impairment of the investment.

An impairment expense of $ 1,170,000 was recorded during

the fiscal year ended April 30, 2025.

The Company holds 2,853,659 units of RealWorld LLC.

The issuer ceased operations and returned investor funds.

The Company recognized

a full impairment on the investment.

An impairment expense of $ 1,170,000 was recorded during the fiscal year ended April 30, 2025.

The Company holds 2,816,154 units of AceHedge LLC.

The issuer ceased operations and returned funds to investors following adverse

business developments.

The Company recognized a full impairment on the investment.

An impairment expense of $ 1,110,000 was recorded during

the fiscal year ended April 30, 2025.

The Company holds 2,100,000 units of Dark LLC.

The issuer failed to file its annual report with the State of Massachusetts, its

registered agent resigned, and all key executives departed.

Based on these adverse developments, the Company fully impaired the investment.

An impairment expense of $ 2,100,000 was recorded during the fiscal year ended April 30, 2025.

The Company holds 2,816,154 units of Fantize LLC.

The issuer ceased operations, returned investor funds, and the Company determined

the investment was fully impaired.

An impairment expense of $ 1,110,000 was recorded during the fiscal year ended April 30, 2025.

Media Group Inc.:

The Company holds 400 shares of Caesar Media Group Inc.

The issuer failed to file its annual report, did not pay franchise

taxes, and has not responded to communication attempts.

Based on the lack of activity and unresponsiveness, the Company fully impaired

the investment.

An impairment expense of $ 1,999,128 was recorded during the fiscal year ended April 30, 2025.

The Company holds 710,200 units of ChipBrain LLC.

Due to advances in generative AI, the issuer’s core technology became obsolete.

The company also failed to file required state reports and taxes.

Based on these combined factors, the Company recorded a full impairment.

An impairment expense of $ 3,366,348 was recorded during the fiscal year ended April 30, 2025.

The Company holds 2,350,000 units of Deuce Drone LLC.

The issuer was listed as inactive in Delaware, failed to file its annual

report, and experienced the resignation of key personnel and its registered agent.

These indicators supported a full impairment of the

An impairment expense of $ 2,350,000 was recorded during the fiscal year ended April 30, 2025.

MustWatch LLC:

The Company holds 110,000 units of MustWatch LLC.

The issuer was listed as inactive in Delaware, failed

to file its annual report, withdrew its app from Google Play and has not updated its website for more than two years.

These indicators

supported a full impairment of the investment.

An impairment expense of $ 440,000 was recorded during the fiscal year ended April 30, 2025.

January 31, 2025, the Company determined that its investment in NetWire LLC was fully impaired and recorded an impairment expense of

$ 1,300,000 .

NetWire LLC ceased operations, discontinued its fundraising efforts, and returned all investor funds.

In addition, key personnel

Based on these factors, the Company concluded that the fair value of the investment was more likely than not below its carrying

value and that the decline was other-than-temporary.

impairment determination was made pursuant to ASC 321-10-35-3 based on qualitative indicators that the fair value of each investment

was more likely than not below its carrying value and that the decline in fair value was other-than-temporary.

The Company does not expect

to recover any value from these investments.

May 2022, the Company received 1,764,706 units of Reper LLC as non-cash consideration for services rendered in connection with a crowdfunding

The units were valued at $ 0.68 per unit, based on an observable sales price on an online funding portal at the time of issuance.

The receipt of the units satisfied an accounts receivable balance of $ 1,200,000 .

As of April 30, 2025 and 2024, the Company continued

to hold 1,764,706 units of Reper LLC.

The Company evaluated the investment for impairment as of each reporting date and determined that

no indicators of impairment were present.

Accordingly, the investment is recorded at $ 1,200,000 as of April 30, 2025 and 2024.

April 2022, the Company received 3,000,000 units of Cust Corp.

as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.40 per unit based on a sales price of $ 0.40 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 1,200,000 .

As of April 30, 2024 and 2023, the Company owned 3,000,000 units which

are valued at $ 1,200,000 .

January 2022, the Company received 1,700,000 units of ScanHash LLC as a payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.25 per unit based on a sales price of $ 0.25 per unit on an online funding portal.

The receipt of

the units satisfied $ 425,000 of an accounts receivable balance.

As of April 30, 2024 and 2023, the Company owned 1,700,000 units which

are valued at $ 425,000 .

January 2022, the Company received 2,850,000 units of Hiveskill LLC as payment for services rendered in conjunction with a crowdfunding

The units are valued at $ 0.25 per unit based on a sales price of $ 0.25 per unit on an online funding portal.

The receipt of

the units satisfied an accounts receivable balance of $ 712,500 .

As of April 30, 2024 and 2023, the Company owned 2,850,000 units which

are valued at $ 712,500 .

fiscal 2022, the Company purchased a 10 % interest, or 400 shares of common stock, in Caesar Media Group Inc.

(“Caesar”) for

an initial purchase price of 50,000 shares of the Company’s common stock, valued at $ 500,000 .

Caesar is a marketing and technology

solutions provider.

The purchase agreement included additional contractual requirements for the Company and Caesar, including the issuance

of an additional 150,000 shares of common stock of the Company over a two-year period, which have all been issued as of October 31, 2023.

As of April 30, 2024, there have been no observable price changes in the value of the Caesar’s common stock and the Company has

valued its ownership in Caesar at cost, which amounted to $ 1,999,128 as of April 30, 2024, and $ 1,632,752 as of April 30, 2023.

May 2020, the Company entered a consulting contract with Watch Party LLC (“WP”), which allowed the Company to receive 110,000

membership interest units of WP in return for consulting services.

The Company earned 97,500 membership interest units in the quarter

ended July 31, 2020.

The WP units are valued at $ 2.14 per unit based on a sales price of $ 2.14 per unit on an online funding portal.

As of April 30, 2024 and 2023, the Company owned 110,000 WP units, which are valued at $ 440,000 .

May 2020, the Company entered a consulting contract with ChipBrain LLC (“Chip”), which allowed the Company to receive 710,200

membership interest units of Chip in return for consulting services.

The Chip units were initially valued at $ 0.93 per unit based on

a sales price of $ 0.93 per unit on an online funding portal.

Subsequently, Chip sold identical units for $ 2.40 per unit, and as of April

30, 2024 and 2023, the 710,200 units owned by the Company are valued at $ 3,366,348 .

as non-cash consideration for services rendered in conjunction with a

crowdfunding offering.

The units were valued at $ 0.40 per unit based on a sales price of $ 0.40 per unit on an online funding portal.

The receipt of the units in fiscal 2022 satisfied an accounts receivable balance of $ 1,200,000 .

As of April 30, 2025 and 2024, the Company

owned 3,000,000 units, which are valued at $ 1,200,000 .

January 2022, the Company received 1,700,000 units of ScanHash LLC as non-cash consideration for services rendered in conjunction with

a crowdfunding offering.

The units were valued at $ 0.25 per unit based on a sales price of $ 0.25 per unit on an online funding portal.

The receipt of the units in fiscal 2022 satisfied an accounts receivable balance of $ 425,000 .

As of April 30, 2025 and 2024, the Company

owned 1,700,000 units, which are valued at $ 425,000 .

January 2022, the Company received 2,850,000 units of Hiveskill LLC as non-cash consideration for services rendered in conjunction with

a crowdfunding offering.

The units were valued at $ 0.25 per unit based on a sales price of $ 0.25 per unit on an online funding portal.

The receipt of the units in fiscal 2022 satisfied an accounts receivable balance of $ 712,500 .

As of April 30, 2025 and 2024, the Company

owned 2,850,000 units, which are valued at $ 712,500 .

May 2020, the Company entered a consulting contract with a related party, Zelgor Inc.

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which are valued at $ 1,400,000 .

January 2, 2020, the Company entered a consulting contract with Deuce Drone LLC (“Drone”), which allowed the Company to receive

2,350,000 membership interest units of Drone in return for consulting services.

The Drone units were originally valued at $ 0.35 per unit

based on a sales price of $ 0.35 per unit when the units were earned, or $ 822,500 .

Drone subsequently sold identical Drone units for $ 1.00

per unit on an online funding portal and as of April 30, 2024 and 2023, the units owned by the Company are valued at $ 2,350,000 .

August 2019, the Company entered into a consulting contract with KingsCrowd LLC (“KingsCrowd”), which allowed the Company

to receive 300,000 membership interest units of KingsCrowd in return for consulting services.

The KingsCrowd units were valued at $ 1.80

per unit based on a sales price of $ 1.80 per unit when the units were earned, or $ 540,000 .

In December 2020, KingsCrowd converted from

a limited liability company to a corporation to facilitate raising capital under Regulation A.

KingsCrowd filed a Form 1-A Offering Statement

under the Securities Act of 1933 and sold shares at $ 1.00 per share.

In connection with the conversion to a corporation, each membership

interest unit converted into 12.71915 shares of common stock.

The Company sold 606,060 shares of KingsCrowd in June 2022 for proceeds

of $ 200,000 and recorded a realized loss on the sale of the investment of $ 406,060 .

KingsCrowd filed a post qualification offering circular

amendment on July 21, 2022 and continued to sell shares of common stock to the public for $ 1.00 per share.

On March 1, 2024, KingsCrowd

filed a Form 1-SA that disclosed it had sold shares of common stock at a price of $ 0.16 per share and on March 5, 2024, KingsCrowd filed

a Form C offering shares of its common stock for sale at a price of $ 0.16 per share.

The Company noted this observable price change and

consequently record an unrealized loss on equity securities of $ 2,696,135 for the year ended April 30, 2024.

As of April 30, 2024 and

2023, the Company owned 3,209,685 shares of KingsCrowd valued at $ 513,550 and $ 3,209,685 , respectively.

fiscal 2019, the Company entered a consulting contract with Systems DE, which allowed the Company to receive up to 1,000 membership interest

units of Systems DE in return for consulting services.

The Company earned all 1,000 Systems DE units but sold a portion of the units

in fiscal 2020 at a sales price of $ 91.15 per unit.

As of April 30, 2024 and 2023, the Company owned 528 Systems DE, at a value of $ 48,128 .

August 2019, the Company entered into a consulting agreement with KingsCrowd LLC, pursuant to which it earned 300,000 membership interest

units in exchange for services.

These units were valued at $ 1.80 per unit, totaling $ 540,000 .

In December 2020, KingsCrowd converted

to a corporation and each membership interest unit converted into 12.71915 shares of common stock, resulting in the Company holding 3,815,745

In June 2022, the Company sold 606,060 shares for proceeds of $ 200,000 and recognized a realized loss of $ 406,060 .

30, 2025 and 2024, the Company held 3,209,685 shares.

fiscal 2024, KingsCrowd disclosed in regulatory filings that it had sold shares at $ 0.16 per share.

Based on this observable price change,

the Company recorded an unrealized loss of $ 2,696,135 on its investment for the year ended April 30, 2024.

In fiscal 2025, KingsCrowd

completed a Regulation CF offering at $ 0.18 per share, resulting in an unrealized gain of $ 64,193 .

Accordingly, the Company valued its

investment in KingsCrowd at $ 577,743 and $ 513,550 as of April 30, 2025 and 2024, respectively.

fiscal 2019, the Company entered into a consulting agreement with Systems DE, pursuant to which it earned 1,000 membership interest units

in exchange for services.

The Company sold a portion of the units in fiscal 2020 at a price of $ 91.15 per unit and retained 528 units

as of April 30, 2024, valued at $ 48,128 .

In fiscal 2025, a member of Systems DE sold units at a price of $ 3.76 per unit, representing

an observable price change.

Based on this sale, the Company revalued its remaining 528 units and recorded an unrealized loss of $ 46,143 ,

reducing the investment’s carrying value to $ 1,985 as of April 30, 2025.

unrealized loss of $ 46,143 was netted with the $ 64,193 unrealized gain on KingsCrowd shares, resulting in a net gain of $ 18,050 , which

is included in other income for the year ended April 30, 2025.

July 2020 the Company entered a consulting agreement with Vymedic, Inc.

2 unchanged sentences

in stock and half was payable in cash.

As of April 30,

2024 and 2023, the Company owned 4,000 units, at a value of $ 11,032 .

As of April 30, 2025 and 2024, the Company owned 4,000 units, at a value of $ 11,032 .

August 2020 the Company entered a consulting agreement with C-Reveal Therapeutics LLC (“CRT”).

4 unchanged sentences

of $ 50,000 .

in fiscal 2024, the Company’s funding portal charges issuers a fee of 1% of the equity securities sold on the funding portal, along

with a fee of 4.9% of the cash proceeds from the sale of these securities.

The value of the 1% equity fee ranged from $117, from an issuer

that raised approximately $11,700, to $44,945 from an issuer that raised approximately $4,494,500.

As of April 30, 2025, the Company

received equity securities from 61 issuers, valued at a total of $ 169,790 , which resulted in non-cash revenue of $ 97,700 for the year

ended April 30, 2025.

As of April 30, 2024, 30 issuers accounted for investments totaling $97,700.

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

of Investments

April 30, 2024

April 30, 2023

MustWatch LLC

8 unchanged sentences

StockText LLC

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

Owned, at cost

Issuers that paid a

1% equity fee to the funding portal

Investment owned at cost

above investments in equity securities are within the scope of ASC 321.

7 unchanged sentences

the same issuer.

Summarizes The Annual And Cumulative Adjustments For Investment

Original Cost

of Annual And Cumulative Adjustments For Investment

April 30, 2025

April 30, 2024

Annual Adjustment 2024

Annual Adjustment 2023

Cumulative Adjustment

Adjustment 2025

Adjustment 2024

$ ( 232,095 )

1 unchanged sentence

ChipBrain LLC

( 3,366,348 )

C-Reveal Therapeutics LLC

Deuce Drone LLC

( 2,350,000 )

Hiveskill LLC

Caesar Media Group Inc.

( 1,999,128 )

Kingscrowd Inc.

( 2,696,135 )

( 2,100,000 )

( 1,300,000 )

CountSharp LLC

( 1,170,000 )

RealWorld LLC

( 1,170,000 )

( 1,110,000 )

StockText LLC

30 Issuers as a group

( 1,220,000 )

61 Issuers in 2025, 30

$ ( 19,657,426 )

$ ( 2,696,135 )

$ ( 14,355,065 )

13 – Going Concern Matters and Realization of Assets

6 unchanged sentences

additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements.

The Company has recently reduced its operating expenses and has turned its focus to its funding portal business, which generates cash

revenues and has seen a growth in revenues on a year-to-year basis.

The Company seeks to operate with lower fixed overhead amounts and

plans to raise money from private placements, public offerings and/or bank financing.

The Company’s management has determined,

based on its recent history and the negative cash flow from operations, that it is unlikely that its plan will sufficiently alleviate

or mitigate, to a sufficient level, the relevant conditions or events noted above.

To the extent that funds generated from any private

placements, public offerings and/or bank financing, if available, are insufficient, the Company will have to raise additional working

No assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern.

Accordingly, the Company’s management

has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year after

the issuance date of these financial statements.

There can be no assurance that the Company will be able to achieve its business plan

objectives or be able to achieve or maintain cash-flow-positive operating results.

If the Company is unable to generate adequate funds

from operations or raise sufficient additional funds, the Company may not be able to repay its existing debt, continue to operate its

business network, respond to competitive pressures or fund its operations.

As a result, the Company may be required to significantly

reduce, reorganize, discontinue or shut down its operations.

The financial statements do not include any adjustments that might result

from this uncertainty.

The Company has recently received approval from FINRA to generate revenues from Regulation A and D offerings to complement its funding

portal business, which was the primary source of cash revenues for the Company.

The Company plans to raise money from private placements,

public offerings and/or bank financing, and was able to complete two registered direct offerings in July 2025 for aggregate gross proceeds

of $ 8 million.

In addition, in May 2025, the Company sold a convertible promissory note, a convertible bridge note, and a non-convertible

promissory note for net proceeds of $ 52,000 , $ 56,000 and $ 200,000 , respectively.

On June 10, 2025, the Company issued an aggregate of

118,750 shares of its common stock at a purchase price of $ 4.00 per share in a private placement to ten accredited investors, resulting

in gross proceeds of $ 475,000 .

In June 2025, under its existing “at-the-market program,” it received net proceeds of $ 944,067

Company’s management has determined, based on its recent history and the negative cash flow from operations, that it is unlikely

that its plan will sufficiently alleviate or mitigate, to a sufficient level, the relevant conditions or events noted above.

To the extent

that funds generated from any private placements, public offerings and/or bank financing, if available, are insufficient, the Company

will have to raise additional working capital.

No assurance can be given that additional financing will be available, or if available,

will be on acceptable terms.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Accordingly, the Company’s management has concluded that there is substantial doubt about the Company’s ability to continue

as a going concern within one year after the issuance date of these financial statements.

There can be no assurance that the Company

will be able to achieve its business plan objectives or be able to achieve or maintain cash-flow-positive operating results.

If the Company

is unable to generate adequate funds from operations or raise sufficient additional funds, the Company may not be able to repay its existing

debt, continue to operate its business network, respond to competitive pressures or fund its operations.

As a result, the Company may

be required to significantly reduce, reorganize, discontinue or shut down its operations.

The financial statements do not include any

adjustments that might result from this uncertainty.

14 – Subsequent Events

Company evaluated subsequent events through the date these financial statements were available to be issued.

May 24, 2024, the Company’ board of directors (the “Board”) approved an amendment to its articles of incorporation,

as amended, to effect a reverse split of the issued shares of our common stock at a ratio that is not less than 1-for-2 and not greater

than 1-for-100, without reducing the authorized number of shares of its common stock, with the exact ratio to be selected by the Board

in its discretion, and to be effected, if at all, in the sole discretion of the Board, which amendment to our articles of incorporation

and reverse split are subject to approval by the Company’s shareholders The Company’s shareholders approved the reverse split proposal at

a special meeting of shareholders on July 25, 2024.

The primary purpose of this proposal was to regain compliance with Nasdaq Listing

Rules related to minimum bid price for the Company’s common stock.

On July 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.

May 24, 2024, the Company entered inducement offer letter agreements (the “Inducement Letters”) with certain investors (the

“Participating Holders”) that held certain outstanding Series A-2 warrants to purchase up to an aggregate of 14,320,000 shares

of the Company’s common stock, par value $ 0.001 per share (the “Common Stock”), originally issued to the Participating

Investors on December 27, 2023 (the “Existing Warrants”).

The Series A-2 Warrants had an exercise price of $ 0.25 per share.

to the Inducement Letters, the Participating Investors agreed to exercise for cash the Existing Warrants at a reduced exercise price

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

Stock purchase warrants (the “New Series A-3 Warrants”) to purchase up to 14,320,000 shares of Common Stock (the “New

Series A-3 Warrant Shares”) and (y) new Series A-4 Common Stock Purchase Warrants (the “New Series A-4 Warrants” and,

together with the New Series A-3Warrants, the “New Warrants”) to purchase up to 14,320,000 shares of Common Stock (the “New

Series A-4 Warrant Shares” and, together with the New Series A-3 Warrant Shares, the “New Warrant Shares”).

Warrants are exercisable beginning on the effective dates of stockholder approval of the issuance of the New Warrants and the New Warrant

Shares (the “Initial Exercise Date”) 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.

closing of the transactions contemplated pursuant to the Inducement Letters occurred on May 29, 2024.

The Company received aggregate

gross proceeds of $ 2,219,600 from the exercise of the Existing Warrants by the Holders, before deducting placement agent fees and other

expenses payable by the Company.

The Company intends to use the net proceeds for general corporate purposes.

Company engaged H.C.

Wainwright & Co., LLC (“H.C.

Wainwright”) to act as its exclusive agent in connection with the transactions

summarized above and paid H.C.

Wainwright a cash fee equal to 7.5 % of the aggregate gross proceeds from the exercise of the Existing

Warrants at the reduced exercise price.

In addition, the Company (i) reimbursed H.C.

Wainwright for $ 50,000 of the fees and expenses

Wainwright’s legal counsel and other of its out-of-pocket expenses, and (ii) reimbursed H.C.

Wainwright for its non-accountable

expenses in the amount of $ 25,000 .

The Company also issued to H.C.

Wainwright or its designees placement agent warrants (the “Placement

Agent Warrants”) to purchase up to 2,148,000 shares of Common Stock.

The Placement Agent Warrants have the same terms as the New

Warrants, except that the Placement Agent Warrants have an exercise price equal to $ 0.19375 per share and expire on May 29, 2024 .

addition to the 14,320,000 shares issued in conjunction with the Inducement Letters, in May 2024 the Company also issued 3,260,000 shares

of Common Stock and received cash proceeds of $ 3,260 , for the exercise of two prefunded warrants.

On June 11, 2024, the Company issued

80,000 shares of its Common Stock and received cash proceeds of $ 12,400 , in conjunction with the exercise of a Series A-2 warrant.

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.

May 2025, the Company 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.

The Company 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.

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

May 1, 2025, the Company 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.

June 6, 2025, the Board of Directors approved an amendment to the Netcapital 2023 Omnibus Equity Incentive Plan, as amended (the “2023

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

Increase the number of shares authorized for issuance under the 2023 Plan to 1,547,556 shares;

Increase the evergreen limit from 5% to 10% of the Company’s outstanding shares, to provide greater flexibility for future equity

conjunction with the Amendment, the Company granted additional non-qualified stock options under the Plan to Martin Kay, Chief Executive

Officer, and Coreen Kraysler, Chief Financial Officer, each receiving 100,000 options.

These options:

Are fully vested as of the grant date;

Have a four 4 -year

Have an exercise price of $ 2.68 per share;

Are not exercisable unless and until the Amendment is approved by stockholders.

aggregate grant-date fair value of these options, calculated using the Black-Scholes option pricing model, is $ 822,900 .

June 9, 2025, the Company also granted stock options under the Plan to Mr.

Kraysler, each receiving 55,000 options and an

additional 45,000 options to an employee of the Company.

These options:

Are immediately exercisable and fully vested;

Have a four 4 -year

Have an exercise price of $ 2.68 per share, which was equal to the fair market value on the grant date;

Were structured to qualify as incentive stock options to the extent permitted under Section 422 of the Internal Revenue Code.

value over the $100,000 statutory threshold will be treated as non-qualified stock options.

Company also entered into advisory agreements with members of the Crypto and Game Advisory Boards.

Each advisor will provide strategic

guidance, marketing insight, partnership referrals, and other services relevant to their sector expertise.

The initial term of each agreement

is eighteen months, extendable by mutual agreement.

In consideration, the Company granted 783,722 non-qualified stock options to the

advisors under the Plan, as amended by the Amendment.

addition, 80,000 non-qualified stock options were granted to one employee.

All 863,722 stock options:

Are fully vested as of the grant date (June 6, 2025);

Are not exercisable unless and until the Amendment is approved by stockholders;

Have a four 4 -year

term from the date of grant;

Have an exercise price of $ 2.68 per share, the fair market value on the date of grant.

aggregate grant-date fair value of the 863,722 options, calculated under the Black-Scholes option pricing model, is $ 2,293,000 .

June 10, 2025, the Company issued an aggregate of 118,750 shares of its common stock at a purchase price of $ 4.00 per share in a private

placement to ten accredited investors, resulting in gross proceeds of $ 475,000 .

subscription agreements for this offering contain a price adjustment feature.

If the Company issues additional shares below $ 4.00 per

share during the adjustment period, the investors will be entitled to receive additional shares to effectively reduce their purchase

However, the effective price per share cannot be adjusted below the Minimum Price, which was $ 2.68 per share, as defined under

Nasdaq Rule 5635(d).

its existing “at-the-market” program with H.C.

Wainwright, the Company filed a prospectus supplement on June 23, 2025, adding

$ 975,000 to its capacity under the ATM program.

From June 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 .

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 the Company 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.

July 2, 2025, the Company entered into a Securities Purchase Agreement with institutional investors to sell 714,286 shares of common

stock at a price of $ 7.00 per share under a registered direct offering.

Each share was sold together with a warrant to purchase one share

of common stock, with an exercise price of $ 6.88 per share.

The warrants are immediately exercisable upon issuance for a period of 24

months following the effective date of the resale registration statement.

The transaction closed on July 7, 2025 , generating gross proceeds

of approximately $ 5 million before placement agent fees and expenses.

July 16, 2025, the Company entered into a Securities Purchase Agreement with institutional investors to sell 641,712 shares of common

stock at a price of $ 4.675 per share under a registered direct offering.

Each share was sold together with a warrant to purchase one

share of common stock, with an exercise price of $ 4.55 per share.

The warrants are exercisable immediately upon issuance for a period

of 24 months following the effective date of the resale registration statement.

The transaction closed on July 17, 2025 , generating gross

proceeds of approximately $ 3 million before placement agent fees and other offering expenses.

July 2026, the Company issued an aggregate of 269,257 shares of common stock to warrant holders that exercised warrants to purchase 418,510

shares of common stock on a net exercise basis.

were no other material subsequent events that required recognition or additional disclosure in these financial statements.

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 9A. Controls and Procedures