Netcapital Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. (a) Evaluation of Disclosure Controls and Procedures 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. (b) 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 GAAP. 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. As 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. Based on this assessment, our management concluded that, as of April 30, 2025, our internal control over financial reporting was not effective. 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. Remediation 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. We 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. Attestation Report of our Registered Public Accounting Firm This 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. (c) Changes in Internal Control over Financial Reporting There have been no changes in our internal controls over financial reporting (as such term is defined in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act) during the quarter ended April 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not Applicable. - 51 - PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The information required by this item regarding our directors, executive officers and corporate governance will be included in our 2025 Proxy Statement and is incorporated herein by reference. We 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. We 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. We 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. ITEM 11. EXECUTIVE COMPENSATION. The information required by this item regarding executive compensation will be included in our 2025 Proxy Statement and is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The information required by this item regarding security ownership of certain beneficial owners and management will be included in our 2025 Proxy Statement and is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS, RELATED PERSON TRANSACTIONS AND DIRECTOR INDEPENDENCE. The information required by this item regarding certain relationships and related transactions and director independence will be included in our 2025 Proxy Statement and is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. The information required by this item regarding principal accounting fees and services will be included in our 2025 Proxy Statement and is incorporated herein by reference. - 52 - PART IV ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS. Exhibit Number Description 1.1 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. 1.2 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. 1.3 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. 2.1 Asset Purchase Agreement dated November 23, 2010 between ValueSetters, Inc. and NetGames.com, incorporated by reference to Exhibit 2.1 to our Form 10/A dated July 25, 2014. 2.2 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 filed on August 26, 2020. 3.1 Articles of Incorporation filed on April 25, 1984, incorporated by reference to Exhibit 3.1 to our Form 10 dated September 3, 2013. 3.2 Amendment to Articles of Incorporation filed on September 7, 1999, incorporated by reference to Exhibit 3.2 to our Form 10 dated September 3, 2013. 3.3 Amendment to Articles of Incorporation filed on December 4, 2003, incorporated by reference to Exhibit 3.2 to our Form 10 dated September 3, 2013. 3.4 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. 3.5 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. 3.6 By-Laws of ValueSetters, Inc, incorporated by reference to Exhibit 3.4 to our Form 10 dated September 3, 2013. 3.7 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. 3.8 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 4.1 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. 4.2 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. 4.3 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. 4.4 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 12, 2022 and filed with the SEC on July 15, 2022. 4.5 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. 4.6 Form of Unsecured Convertible Notes incorporated by reference to our Current Report on Form 8-K dated July 15, 2022. 4.7 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. 4.8 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. - 53 - 4.9 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. 4.10 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. 4.11 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. 4.12 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. 4.13 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. 4.14 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. 4.15 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. 4.16 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. 4.17* Description of capital stock 4.18 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 4.19 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 4.20 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 4.21 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 4.22 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 4.23 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 4.24 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 4.25 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 4.26 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 4.27 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 4.28 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 4.29 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 10.1+ 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. 10.2+ Employment Agreement with Carole Murko, incorporated by reference to Exhibit 10.12 to our Form S-1 dated February 14, 2022. 10.3+ Separation Agreement with Carole Murko, incorporated by reference to Exhibit 10.13 to our Form S-1 dated February 14, 2022. 10.4 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. 10.5 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. 10.6+ 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. 10.7+ 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. 10.8+ 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. 10.9+ 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. 10.10+ 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. 10.11+ 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. - 54 - 10.12** 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 2, 2023 and filed with the SEC on January 6, 2023. 10.13 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 and filed with the SEC on May 25, 2023. 10.14 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. 10.15 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 filed with the SEC on April 25, 2024 10.16 Stock Purchase Agreement dated April 24, 2024 between Netcapital Inc. 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. 10.17 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. 10.18 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 10.19 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 10.20 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 10.21 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 10.22 Loan Authorization and Agreement dated June 17, 2020 between Valuesetters Inc. and the U.S. 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. 10.23 Note dated June 17, 2020 in the amount of $500,000 issued by Valuesetters Inc. to the U.S. 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. 10.24 Security Agreement dated June 17, 2020 between Valuesetters Inc. and the U.S. 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. 10.25 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. 10.26 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 10.27 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 10.28 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 10.29+ 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 - 55 - 10.30+ 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 10.31+ 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 10.32 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 10.33 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 10.34 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 10.35 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 10.36*+ Second Amendment to 2023 Omnibus Equity Incentive Plan 14.1 Code of Ethics, incorporated by reference to Registration on Form S-1/A filed on April 8, 2022. 19.1* Insider Trading Policy 21.1 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. 23.1* Consent of Fruci and Associates II, PLLC. 31.1* 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)). 31.2* Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). 32.1* Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2* Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Clawback Policy incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed on July 29, 2024 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Schema 101.CAL* Inline XBRL Taxonomy Calculation Linkbase 101.DEF* Inline XBRL Taxonomy Definition Linkbase 101.LAB* Inline XBRL Taxonomy Label Linkbase 101.PRE* Inline XBRL Taxonomy Presentation Linkbase 104* Cover 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. ITEM 16. FORM 10-K SUMMARY Not applicable. - 56 - SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NETCAPITAL INC . Date: August 12, 2025 By: /s/ Martin Kay Martin Kay Chief Executive Officer and Director (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Martin Kay Chief Executive Officer and Director August 12, 2025 Martin Kay (Principal Executive Officer) /s/ Coreen Kraysler Chief Financial Officer, August 12, 2025 Coreen Kraysler (Principal Accounting and Financial Officer) /s/ Avi Liss Director August 12, 2025 Avi Liss /s/ Cecilia Lenk Director August 12, 2025 Cecilia Lenk /s/ Arnold Scott Director August 12, 2025 Arnold Scott /s/ Steven Geary Director August 12, 2025 Steven Geary - 57 - NETCAPITAL INC. YEARS ENDED APRIL 30, 2025 AND 2024 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS CONTENTS Page Consolidated Financial Statements Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Stockholders’ Equity F-5 Consolidated Statements of Cash Flows F-6 Notes to Consolidated Financial Statements F-7 – F-28 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of NetCapital Inc. 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 Note 13. 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 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. 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. 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 Audit Our principal audit procedures to evaluate management’s valuation of investments consisted of the following, among others: 1. 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. 2. As part of this analysis, reviewed for events or transactions that suggest orderly transactions of investee equity securities. 3. For a selection of investments, confirmed percentage of ownership directly with investees to determined appropriate classification. Fruci & Associates II, PLLC – PCAOB ID #0 5525 We have served as the Company’s auditor since 2017. Spokane, Washington August 12, 2025 F- 2 NETCAPITAL INC. CONSOLIDATED BALANCE SHEETS April 30, 2025 April 30, 2024 Assets: Cash and cash equivalents $ 289,428 $ 863,182 Accounts receivable net 78,649 134,849 Note receivable - 20,000 Other receivables - 1,200 Prepaid expenses 31,535 23,304 Total current assets 399,612 1,042,535 Deposits 6,300 6,300 Notes receivable - related parties 50,000 202,000 Purchased technology, net 14,697,529 14,733,005 Investment in affiliate - 240,080 Equity securities 5,748,050 25,333,386 Total assets $ 20,901,491 $ 41,557,306 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 2,941,108 $ 793,325 Accrued expenses 269,971 310,300 Short-term promissory notes 263,437 - Deferred revenue 330 466 Interest payable 100,797 92,483 Current portion of SBA loans 1,885,800 1,885,800 Loan payable - bank 34,324 34,324 Total current liabilities 5,495,767 3,116,698 Long-term liabilities: Long-term SBA loans, less current portion 500,000 500,000 Total liabilities 5,995,767 3,616,698 Commitments and contingencies - - Stockholders’ equity: Common stock, $ .001 par value; 900,000,000 shares authorized, 2,192,226 and 326,867 shares issued and outstanding 2,192 327 Shares to be issued 200,000 122,124 Capital in excess of par value 42,525,294 37,338,594 Retained earnings ( 27,821,762 ) 479,563 Total stockholders’ equity 14,905,724 37,940,608 Total liabilities and stockholders’ equity $ 20,901,491 $ 41,557,306 See Accompanying Notes to the Consolidated Financial Statements F- 3 NETCAPITAL INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended Year Ended April 30, 2025 April 30, 2024 Revenues $ 869,460 $ 4,951,435 Costs of services 40,344 108,060 Gross profit 829,116 4,843,375 Costs and expenses: Consulting expense 314,947 610,209 Marketing 37,699 333,771 Rent 79,568 76,117 Payroll and payroll related expenses 3,502,166 3,838,640 General and administrative costs 5,216,053 3,427,026 Total costs and expenses 9,150,433 8,285,763 Operating loss ( 8,321,317 ) ( 3,442,388 ) Other income (expense): Interest expense ( 41,289 ) ( 45,990 ) Amortization of intangible assets ( 35,476 ) ( 93,862 ) Impairment expense ( 19,915,556 ) ( 1,048,430 ) Other income 1,200 1,200 Unrealized gain (loss) on equity securities 18,050 ( 2,696,135 ) Accretion on short-term notes ( 6,937 ) - Total other income (expense) ( 19,980,008 ) ( 3,883,217 ) Net loss before taxes ( 28,301,325 ) ( 7,325,605 ) Income tax expense (benefit) - ( 2,339,288 ) Net loss $ ( 28,301,325 ) $ ( 4,986,317 ) Basic loss per share $ ( 20.39 ) $ ( 28.83 ) Diluted loss per share $ ( 20.39 ) $ ( 28.83 ) Weighted average number of common shares outstanding: Basic 1,387,666 172,937 Diluted 1,387,666 172,937 See Accompanying Notes to the Consolidated Financial Statements F- 4 NETCAPITAL INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY For the Years Ended April 30, 2025 and 2024 Shares Amount Issued Par Value Earnings Equity Common Stock Shares to Be Capital in Excess of Retained Total Shares Amount Issued Par Value Earnings Equity Balance, April 30, 2023 92,008 $ 93 $ 183,187 $ 30,507,292 $ 5,465,880 $ 36,156,452 Sale of common stock 108,929 109 - 5,535,530 - 5,535,639 Vesting of stock options - - - 557,484 - 557,484 Stock-based settlement 10,448 10 - 159,023 - 159,033 Warrant exercise 113,429 113 - 7,827 - 7,940 Purchase of equity interest 535 - - 366,377 - 366,377 Reduction in shares to be issued 89 1 ( 61,063 ) 61,062 - - Stock-based compensation 1,429 1 - 143,999 - 144,000 Net loss for April 30, 2024 - - - - ( 4,986,317 ) ( 4,986,317 ) Balance, April 30, 2024 326,867 327 122,124 37,338,594 479,563 37,940,608 Balance 326,867 327 122,124 37,338,594 479,563 37,940,608 Sale of common stock 1,122,693 1,123 - 1,977,877 - 1,979,000 Vesting of stock options - - - 557,484 - 557,484 Round up of fractional shares 139,781 140 - ( 140 ) - - Reduction in shares to be issued 180 - ( 122,124 ) 122,124 - - Stock-based compensation - - 200,000 - - 200,000 Warrant exercise 602,705 602 - 2,529,355 - 2,529,957 Net loss April 30, 2025 - - - - ( 28,301,325 ) ( 28,301,325 ) Net loss ( 28,301,325 ) ( 28,301,325 ) Balance April 30, 2025 2,192,226 $ 2,192 $ 200,000 $ 42,525,294 $ ( 27,821,762 ) $ 14,905,724 Balance 2,192,226 $ 2,192 $ 200,000 $ 42,525,294 $ ( 27,821,762 ) $ 14,905,724 See Accompanying Notes to the Consolidated Financial Statements F- 5 NETCAPITAL INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended Year Ended April 30, 2025 April 30, 2024 OPERATING ACTIVITIES Net loss $ ( 28,301,325 ) $ ( 4,986,317 ) Adjustment to reconcile net loss to net cash used in operating activities: Stock-based compensation 757,484 1,324,917 Receipt of equity in lieu of cash ( 72,090 ) ( 3,427,699 ) Unrealized (gain) loss on equity securities ( 18,050 ) 2,696,135 Provision for bad debts 178,534 267,500 Accretion of short-term notes 6,937 - Changes in deferred taxes - ( 1,657,000 ) Amortization of intangible assets 35,476 93,862 Impairment of assets 19,915,556 1,048,430 Changes in non-cash working capital balances: Accounts receivable 52,066 ( 293,849 ) Prepaid expenses ( 8,231 ) ( 4,878 ) Other receivables ( 1,200 ) ( 1,200 ) Accounts payable and accrued expenses 2,107,454 240,229 Income taxes payable - ( 174,000 ) Deferred revenue ( 136 ) ( 195 ) Accrued interest payable 8,314 ( 5,773 ) Net cash used in operating activities ( 5,339,211 ) ( 4,879,838 ) INVESTING ACTIVITIES Note receivable - ( 20,000 ) Net cash used in investing activities - ( 20,000 ) FINANCING ACTIVITIES Payment to secured lender - ( 350,000 ) Proceeds from exercise of warrants 2,529,957 4,968 Proceeds from short-term notes 256,500 - Proceeds from sale of common stock 1,979,000 5,538,611 Net cash provided by financing activities 4,765,457 5,193,579 Net increase (decrease) in cash ( 573,754 ) 293,741 Cash and cash equivalents, beginning of the period 863,182 569,441 Cash and cash equivalents, end of the period $ 289,428 $ 863,182 Supplemental disclosure of cash flow information: Cash paid for taxes $ - $ - Cash paid for interest $ 32,852 $ 50,265 Supplemental Non-Cash Financing Information: Common stock issued to pay related party payable $ - $ 90,204 Common stock issued to purchase 10% interest in Caesar Media Group Inc. $ - $ 366,377 See Accompanying Notes to the Consolidated Financial Statements F- 6 NETCAPITAL INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED APRIL 30, 2025 AND 2024 1. Description of Business and Summary of Accounting Principles Description of Business Netcapital Inc. (“Netcapital,” “we,” “our,” or the “Company”) is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies with disruptive technologies. The Netcapital funding portal is registered with the U.S. Securities & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. Netcapital Securities is a broker-dealer registered with FINRA. The consolidated financial statements are presented in United States dollars and have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s fiscal year ends April 30. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after the elimination of significant intercompany balances and transactions. The wholly owned subsidiaries are Netcapital Funding Portal Inc., an equity-based funding portal registered with the SEC, Netcapital Advisors Inc., which provides marketing and strategic advice to select companies, MSG Development Corp, a business valuation company, which was acquired in November 2021, and Netcapital Securities Inc., which was organized in 2024 and was approved by FINRA to operate as a broker dealer. Reverse Stock Split On 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 share. 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. Segment Reporting The Company operates in a single operating segment, which is the provision of fintech services. This determination is based on the following factors: 1. Centralized Decision-Making : The Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), makes strategic and resource allocation decisions across all subsidiaries and entities within the Company. This centralized approach ensures that the operations are managed as a single, cohesive unit. 2. Integrated Operational Ecosystem : The Company’s subsidiaries and entities operate within a unified fintech ecosystem, sharing resources, technology, and objectives. This integration reflects a singular operational framework focused on delivering cohesive fintech solutions. 3. Uniform Review Process : The performance of all entities and subsidiaries is reviewed as a whole by the CODM. This holistic review process supports the identification of the Company as a single operating segment rather than discrete financial segments. F- 7 Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon settlement with the tax authorities. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in income tax expense. The Company has determined that it had no significant uncertain tax positions requiring recognition or disclosure. Revenue Recognition under ASC 606 The Company recognizes service revenue from its consulting contracts, funding portal and game website using the five-step model as prescribed by ASC 606: ● Identification of the contract, or contracts, with a customer; ● Identification of the performance obligations in the contract; ● Determination of the transaction price; ● Allocation of the transaction price to the performance obligations in the contract; and ● Recognition of revenue when or as the Company satisfies a performance obligation. The Company identifies performance obligations in contracts with customers, which primarily are professional services, listing fees on our funding portal, and a portal fee of 4.9 % of the money raised on the funding portal. Beginning in fiscal year 2024, the funding portal also receives a fee of 1 % of the equity sold by an issuer that utilized the funding portal’s services. The transaction price is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. Judgments and Estimates The estimation of variable consideration for each performance obligation requires the Company to make subjective judgments. 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 services qualify as distinct performance obligations. In its assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources, and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract. F- 8 When agreements involve multiple distinct performance obligations, the Company allocates arrangement consideration to all performance obligations at the inception of an arrangement based on the relative standalone selling prices (SSP) of each performance obligation. Where the Company has standalone sales data for its performance obligations which are indicative of the price at which the Company sells a promised service separately to a customer, such data is used to establish SSP. In instances where standalone sales data is not available for a particular performance obligation, the Company estimates SSP by the use of observable market and cost-based inputs. The Company continues to review the factors used to establish list price and will adjust standalone selling price methodologies as necessary on a prospective basis. Service Revenue Service revenue from subscriptions to the Company’s game website is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Professional services revenue is recognized over time as the services are rendered. When a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable. The Company 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. Contract Assets Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services. Contract assets are included in other current assets in the consolidated balance sheets and will be recognized during the succeeding twelve-month period. Deferred Revenue Deferred revenues represent billings or payments received in advance of revenue recognition and is recognized upon transfer of control. Balances 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. Costs to Obtain a Customer Contract Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized as other current or non-current assets and amortized on a straight-line basis over the life of the contract, which approximates the benefit period. The benefit period was estimated by taking into consideration the length of customer contracts, technology lifecycle, and other factors. All sales commissions are recorded as consulting fees within the Company’s consolidated statement of operations. Remaining Performance Obligations The Company’s subscription terms are typically less than one year. All of the Company’s revenues in the years ended April 30, 2025 and 2024, which amounted to $ 869,460 and $ 4,951,435 , respectively, are considered contract revenues. Contract revenue as of April 30, 2025 and 2024, which has not yet been recognized, amounted to $ 330 and $ 466 , respectively, and is recorded on the balance sheet as deferred revenue. The Company expects to recognize revenue on all of its remaining performance obligations over the next 12 months. F- 9 Disaggregation of Revenue Our revenue is from U.S.-based companies with no notable geographical concentrations in any area. A distinction exists in revenue source; our revenues are either generated online or from personal services. Revenues disaggregated by revenue source consist of the following: Schedule of Disaggregation of Revenue Year Ended April 30, 2025 Year Ended April 30, 2024 Consulting services $ - $ 3,633,900 Fees from online services 869,460 1,317,535 Total revenues $ 869,460 $ 4,951,435 Costs of Services Costs of services consist of direct costs that we pay to third parties to provide the services that generate revenue. Earnings Per Share Basic net income per share is computed by dividing net income available to common stockholders by the weighted average number of vested, unrestricted common shares outstanding during the period. Diluted net income per share is computed based on the weighted average number of shares of common stock outstanding plus the effect of dilutive potential common shares outstanding during the period using the if-converted method. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company did not have any cash equivalents during fiscal 2025 and 2024. The Company uses three financial institutions for its cash balances and has maintained cash balances that exceed federally insured limits. Accounts Receivable The Company extends credit to its customers in the normal course of business and performs ongoing credit evaluations of its customers, maintaining an allowance for potential credit losses. Accounts receivable are reported net of the allowance for doubtful accounts. The allowance for doubtful accounts is based on management’s estimate of the dollar amount of accounts receivable that will not be collected. This estimate is determined through a detailed review process, which includes several factors: 1. Historical Loss Experience: The Company analyzes its historical write-offs to establish a baseline for expected credit losses. 2. Aging of Receivables: Accounts receivable are categorized based on the age of the outstanding balance. Older balances generally have a higher likelihood of being uncollectible. 3. Customer Creditworthiness: The Company performs credit evaluations on its customers to assess their financial health and payment history. 4. Economic Conditions: Current and forecasted economic conditions are considered, as they may impact the ability of customers to pay their invoices. 5. Industry Trends: Trends and conditions specific to the industry in which the Company operates are evaluated. Based on management’s comprehensive review, the Company recorded an allowance for doubtful accounts of $ 353,455 as of April 30, 2025 and 2024. Notes Receivable The Company occasionally provides loans to other entities and performs ongoing credit evaluations of its notes receivable portfolio. An allowance for credit losses is established when necessary to reflect management’s estimate of expected losses over the life of the loans. The methodology for determining the allowance includes the following considerations: 1. Borrower Credit Risk: Evaluation of the borrower’s creditworthiness at origination and during the life of the loan. 2. Historical Loss Experience: Review of historical default rates and recovery trends, adjusted for current circumstances where appropriate. 3. Loan Performance Monitoring: Ongoing assessment of payment history, covenant compliance (if applicable), and the borrower’s current financial condition. 4. Collateral Value: For secured loans, the estimated fair value and liquidity of the collateral. 5. Macroeconomic Factors: Consideration of current and expected future economic conditions that may affect borrowers’ ability to repay. The 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. These amounts were removed from both the notes receivable balance and the related allowance. F- 10 Intangible Assets Intangible assets with finite useful lives are measured at cost and amortized on a straight-line basis over their estimated useful lives. The useful 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. Intangible 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. Impairment of Long-Lived Assets Authoritative guidance requires that certain assets be reviewed for impairment and, if impaired, remeasured at fair value whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Impairment loss estimates are primarily based upon management’s analysis and review of the carrying value of long-lived assets at each balance sheet date, utilizing an undiscounted future cash flow calculation. The Company recorded an impairment loss of $ 19,915,556 and $ 1,048,430 in fiscal 2025 and 2024. Stock-Based Compensation The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including the vesting of restricted stock grants to employees, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to common stock and capital in excess of par value during the period during which services are rendered. The Company follows ASC Topic 505-50, formerly EITF 96-18, “Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services,” for common stock issued to consultants and other non-employees. These shares of common stock are issued as compensation for services provided to the Company and are accounted for based upon the fair market value of the common stock. The fair value of the equity instrument is charged directly to compensation expense, or to prepaid expenses in instances where stock was issued under a contractual arrangement to a consultant who agreed to provide services over a period of time. Advertising Expenses Advertising and marketing expenses are recorded separately in the Consolidated Statements of Operations and are expensed as incurred. Equity Securities All investments in equity securities are initially measured at cost. Cost is based upon either the cost of the investment, the fair value 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. Any 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. Use of Estimates In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. 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. F- 11 Recent Accounting Pronouncements In 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. The standard 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. In 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. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances. Note 2 – Concentrations For 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. Note 3 – Earnings (Loss) Per Common Share Net loss per common and diluted share were calculated as follows for the year ended April 30, 2025 and 2024: Schedule of Earnings Per Share Year Ended April 30, 2025 Year Ended April 30, 2024 Net loss attributable to common stockholders – basic $ ( 28,301,325 ) $ ( 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 1,387,666 172,937 Effect of dilutive securities — — Weighted average common shares outstanding – diluted 1,387,666 172,937 Loss per common share - basic $ ( 20.39 ) $ ( 28.83 ) Loss per common share - diluted $ ( 20.39 ) $ ( 28.83 ) Outstanding 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. Outstanding 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 years ended April 30, 2025 and 2024, respectively, because their effect is anti-dilutive. F- 12 Note 4 – Principal Financing Arrangements The following table summarizes components debt as of April 30, 2025 and 2024: Schedule of Debt April 30, 2025 April 30, 2024 Interest Rate Convertible promissory notes $ 161,787 $ — 12.0 % Note payable 101,650 — 8.0 % U.S. SBA loan 500,000 500,000 3.75 % U.S. SBA loan 1,885,800 1,885,800 1.0 % Loan payable – bank 34,324 34,324 10.5 % Total Debt 2,683,561 2,420,124 Less: current portion of long-term debt 2,183,561 1,920,124 Total long-term debt $ 500,000 $ 500,000 The Company owes $ 34,324 as of April 30, 2025 and 2024 to Chase Bank. For the loan from Chase Bank, the Company pays interest only on a monthly basis, which represents a rate of 10.5 % per annum as of April 30, 2025. On June 17, 2020 the Company borrowed $ 500,000 (the “June 2020 Loan”), and on February 2, 2021, the Company borrowed $ 1,885,800 (the “February 2021 Loan”) from a U.S. Small Business Administration (“SBA”) loan program. The June 2020 Loan required installment payments of $ 2,437 monthly, beginning on June 17, 2021, over a term of thirty years . However, the SBA postponed the first installment payment for 18 months, and the first payment became due on December 17, 2022 . The monthly payments of $ 2,437 are first applied to accrued interest payable. The monthly payments will not be applied to any of the outstanding principal balance until 2026. Consequently, the entire loan balance of $ 500,000 is classified as a long term liability. Interest accrues at a rate of 3.75 % per annum. The Company agreed to grant a continuing security interest in its assets to secure payment and performance of all debts, liabilities, and obligations to the SBA. 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. The 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. On 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. As 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 . The 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 . On 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 . As of April 30, 2025, future payments under debt obligations over each of the next five years and thereafter were as follows: Schedule of Future Payments Under Debt Obligations Twelve months ended April 30: 2025 $ 2,301,664 2026 - 2027 9,837 2028 13,972 2029 14,475 Thereafter 461,716 Minimum future payments of principal $ 2,801,664 F- 13 Note 5 – Income Taxes For 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. For 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. The 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. The 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. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial 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: Schedule of Income Taxes 2025 2024 Deferred tax assets, net: Net operating loss carry forwards $ 5,937,000 $ 2,532,000 Impairment loss on assets 293,000 298,000 Bad debt allowance 80,000 103,000 Stock-based compensation 756,000 595,000 Deferred tax assets 7,066,000 3,528,000 Deferred tax liability: Unrealized gains ( 3,400,000 ) ( 3,395,000 ) Net deferred tax assets (liabilities) 3,666,000 133,000 Valuation allowance ( 3,666,000 ) ( 133,000 ) Net deferred tax assets (liabilities) $ — $ — The 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. Note 6 – Related Party Transactions Netcapital Systems LLC, a Delaware limited liability company (“Systems DE”), of which Jason Frishman, Founder, owns a 29 % interest, owns 24,447 shares of common stock, or 1.1 % of the Company’s 2,192,226 outstanding shares as of April 30, 2025. 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. Cecilia Lenk, the Chief Executive Officer of Netcapital Advisors Inc., (“Advisors”), our wholly owned subsidiary, is a member of the board of directors of KingsCrowd Inc. As of April 30, 2025 and 2024, the Company owned 3,209,685 shares of KingsCrowd Inc., valued at $ 577,743 and $ 513,550 , respectively. Cecilia 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. Compensation to officers in the year ended April 30, 2025 consisted of stock-based compensation valued at $ 369,545 and cash salary of $ 927,288 . Compensation to officers in the year ended April 30, 2024 consisted of stock-based compensation valued at $ 369,545 and cash salary of $ 936,111 . F- 14 Compensation to a related party consultant, John Fanning Jr., son of our CFO, in the years ended April 30, 2025 and 2024 consisted of cash wages of $ 44,991 and $ 54,880 , respectively. This consultant is also the controlling shareholder of Zelgor Inc. 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 . As 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 owed to him. Coreen Kraysler, our Chief Financial Officer, has personally guaranteed a $ 500,000 promissory note from the U.S. Small Business Administration. 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. See Note 4 Mr. 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. Fanning. Note 7 – Stockholders’ Equity On 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 been issued. In May 2023, the Company issued 1,429 shares of its common stock, valued at $ 144,000 , in conjunction with a consulting agreement with a business. On 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. Also, 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. In 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 Systems DE. F- 15 On July 24, 2023 the Company completed an underwritten public offering of 24,642 shares of the Company’s common stock, at a price to the public of $ 49.00 per share for aggregate gross proceeds of $ 1,207,500 , before deducting underwriting discounts and offering expenses payable by the Company. In conjunction with this offering, the Company issued the underwriter, and its designees, warrants to purchase 1,537 shares of the Company’s common stock at an exercise price of $ 49.34 . On 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 . 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 shares. On 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 . The Common Shares, Prefunded Warrants, Prefunded Warrant Shares, Series A-1 Common Warrants, Series A-1 Common Warrant Shares, Series A-2 Common Warrants, Series A-2 Common Warrant Shares are collectively referred to as the “Securities.” The 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. 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. The Prefunded Warrants were immediately exercisable and may be exercised at a nominal exercise price of $ 0.001 per share of common stock at any time until all of the Prefunded Warrants are exercised in full. A holder may not exercise any portion of the Prefunded Warrants to the extent the Purchaser would own more than 4.99% of the outstanding common stock immediately after exercise. The holder may increase or decrease this percentage with respect to Prefunded 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. F- 16 As compensation to H.C. Wainwright & Co., LLC as the exclusive placement agent in connection with the offering of the Securities (the “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, 2028 . On January 19, 2024, the Company issued 19,858 shares of common stock upon the exercise of Prefunded Warrants and receipt of the exercise price of $ 1,390 . On January 31, 2024, the Company issued 22,600 shares of common stock upon the exercise of 22,600 Prefunded Warrants and receipt of the exercise price of $ 1,582 . On March 20, 2024 the Company received a warrant exercise notice of Prefunded Warrants to purchase 25,114 Warrant Shares and issued 25,114 shares of its common stock upon the receipt of the exercise price of $ 1,758 . On April 1, 2024 the Company received a warrant exercise 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 . On 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 that the Company owed to its director, Steven Geary. On that date, the Company also issued 6,315 shares of its common stock at a price per share of $ 0.1324 to pay in full a $ 58,524 obligation that the Company owed to Paul Riss, a director of our subsidiary, Netcapital Funding Portal Inc. On April 29, 2024, the Company issued 4 shares of its common stock to fulfill a stock subscription payable of $ 10,000 . On 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. On 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. Net proceeds amounted to $ 1,979,000 . On 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. The 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. On 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 $ 2.03 . 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. The transaction closed on March 6, 2025, generating gross proceeds of approximately $ 143,000 , before deducting fees and expenses. As 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. F- 17 The following tables summarize information about warrants outstanding as of April 30, 2025 and 2024: Schedule of Warrants Outstanding Warrants Outstanding Warrants Exercisable Weighted- Average Weighted- Weighted- Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (Years) Price Outstanding Price As of April 30, 2025 $ 2.03 - $ 363.30 1,278,126 3.54 $ 11.94 556,973 $ 24.72 As of April 30, 2024 $ 0.056 - $ 363.30 614,533 3.06 $ 24.25 614,533 $ 24.25 Schedule of Warrants Outstanding Activity Number of Shares Exercise Price Per Share Average Exercise Price Outstanding May 1, 2023 23,228 $ 98.68 – $ 363.30 $ 283.64 Issued during year ended April 30, 2024 789,952 $ .056 - $ 109.40 $ 9.65 Exercised/canceled during year ended April 30, 2024 ( 198,647 ) $ .056 $ 0.056 Outstanding April 30, 2024 614,533 $ 8.74 - $ 363.30 $ 24.25 Issued during year ended April 30, 2025 1,248,095 $ 2.03 - $ 10.93 $ 4.92 Exercised/canceled during year ended April 30, 2025 ( 584,502 ) $ 8.74 - $ 14.10 $ 11.02 Warrants outstanding April 30, 2025 1,278,126 $ 2.03 - $ 363.30 $ 11.94 Warrants exercisable, April 30, 2025 556,973 $ 2.03 $ - 363.30 $ 24.72 Note 8 – Fair Value The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures of financial instruments on a recurring basis. Cash and cash equivalents, accounts receivable, and accounts payable In general, carrying amounts approximate fair value because of the short maturity of these instruments. F- 18 Fair Value Hierarchy The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Financial assets measured at fair value on a recurring basis are summarized below as of April 30, 2025 and 2024: Schedule of Financial Assets Measured at Fair Value on a Recurring Basis Level 1 Level 2 Level 3 Total April 30, 2025 Equity securities at fair value $ — $ 5,748,050 $ — $ 5,748,050 April 30, 2024 Equity securities at fair value $ — $ 25,333,386 $ — $ 25,333,386 Determination of Fair Value Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the Company bases its fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is the Company’s policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future value. F- 19 Note 9 – Stock-Based Compensation Plans In addition to cash payments, the Company enters agreements to issue common stock and options to purchase common stock, and records the applicable non-cash expense in accordance with the authoritative guidance of the Financial Accounting Standards Board. For the years ended April 30, 2025 and 2024, stock-based compensation expense amounted to $ 757,484 and $ 1,324,917 , respectively. The table below presents the components of compensation expense for the issuance of shares of common stock and stock options to employees and consultants for the years ended April 30, 2025 and 2024. Schedule of Stock-based Compensation Expense Stock-based compensation expense Year Ended April 30, 2025 Year Ended April 30, 2024 Chief Executive Officer $ 249,972 $ 249,972 Chief Financial Officer 57,240 57,240 Chief Executive Officer, Advisors 5,093 5,093 Founder 57,240 57,240 Marketing consultant - 144,000 Marketing consultant 200,000 58,829 Employee and consultant options 187,939 187,939 Business consultant - 564,604 Total stock-based compensation expense $ 757,484 $ 1,324,917 The following tables summarize information about stock options outstanding as of April 30, 2025 and 2024: Schedule of Stock Options Outstanding Options Outstanding Options Exercisable Weighted- Average Weighted- Weighted- Range of Remaining Average Average Exercise Number Contractual Exercise Number Exercise Prices Outstanding Life (Years) Price Outstanding Price As of April 30, 2025 $ 98.00 - $ 735.00 28,410 7.64 $ 154.82 16,943 $ 174.77 As of April 30, 2024 $ 1.40 - $ 10.50 28,590 8.65 $ 154.47 9,889 $ 188.72 F- 20 Schedule of Stock Option Activity Number of Shares Exercise Price Per Share Average Exercise Price Outstanding April 30, 2023 28,590 $ 98.00 - $ 735.00 $ 154.47 Issued during year ended April 30, 2024 - $ - $ - Exercised/canceled during year ended April 30, 2024 - $ - $ - Options outstanding April 30, 2024 28,590 $ 98.00 - $ 735.00 $ 154.47 Issued during year ended April 30, 2025 - $ - $ - Exercised/canceled during year ended April 30, 2025 ( 180 ) $ 98.00 $ 98.00 Options outstanding April 30, 2025 28,410 $ 98.00 - $ 735.00 $ 154.82 Options exercisable, April 30, 2025 16,943 $ 98.00 - $ 735.00 $ 174.77 Note 10 – Deposits and Commitments The 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. Note 11 – Intangible Assets Intangible 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. 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. The following table sets forth the major categories of the intangible assts as of April 30, 2025 and 2024. Schedule of Intangible Assets April 30, 2025 April 30, 2024 Acquired users $ 14,271,836 $ 14,271,836 Acquired brand 532,118 532,118 Total intangible assets 14,803,954 14,803,954 Less: accumulated amortization 106,425 70,949 Net intangible assets $ 14,697,529 $ 14,733,005 As of April 30, 2025, the weighted average remaining useful life for acquired brand is 12 years. Accumulated amortization amounted to $ 106,425 as of April 30, 2025 resulting in net intangible assets of $ 14,697,529 . F- 21 Note 12 – Investments and Investment Impairments During 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. As of April 30, 2024, the Company recorded the following investments at their respective carrying values: - StockText LLC: $ 1,220,000 - CupCrew LLC: $ 1,170,000 - CountSharp LLC: $ 1,170,000 - HeadFarm LLC: $ 1,170,000 - RealWorld LLC: $ 1,170,000 - AceHedge LLC: $ 1,110,000 - Dark LLC: $ 2,100,000 - Fantize LLC: $ 1,110,000 - Caesar Media Group Inc.: $ 1,999,128 - ChipBrain LLC: $ 3,366,348 - Deuce Drone LLC: $ 2,350,000 - MustWatch LLC: 440,000 During 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. StockText LLC: 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. CupCrew LLC: 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. CountSharp LLC: 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. HeadFarm LLC: 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. RealWorld LLC: 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. AceHedge LLC: 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. F- 22 Dark LLC: 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. Fantize LLC: 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. Caesar 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. ChipBrain LLC: 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. Deuce Drone LLC: 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 investment. 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. On 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 resigned. 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. Each 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. Other Investments In May 2022, the Company received 1,764,706 units of Reper LLC as non-cash consideration for services rendered in connection with a crowdfunding offering. 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. In April 2022, the Company received 3,000,000 units of Cust Corp. 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 . F- 23 In 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 . In 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 . In May 2020, the Company entered a consulting contract with a related party, Zelgor Inc. (“Zelgor”), which allowed the Company to receive 1,400,000 shares of common stock of Zelgor in return for consulting services. The Zelgor shares are valued at $ 1.00 per share based on a sales price of $ 1.00 per share on an online funding portal. As of April 30, 2025 and 2024, the Company owned 1,400,000 shares which are valued at $ 1,400,000 . In 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 shares. In June 2022, the Company sold 606,060 shares for proceeds of $ 200,000 and recognized a realized loss of $ 406,060 . As of April 30, 2025 and 2024, the Company held 3,209,685 shares. During 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. During 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. This 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. F- 24 In July 2020 the Company entered a consulting agreement with Vymedic, Inc. for a $ 40,000 fee over a 5-month period. Half the fee was payable in stock and half was payable in cash. As of April 30, 2025 and 2024, the Company owned 4,000 units, at a value of $ 11,032 . In August 2020 the Company entered a consulting agreement with C-Reveal Therapeutics LLC (“CRT”). for a $ 120,000 fee over a 12-month period. $ 50,000 of the fee was payable in CRT units. As of April 30, 2025 and 2024, the Company owned 5,000 units, at a value of $ 50,000 . Beginning 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. The following table summarizes the components of investments as of April 30, 2025 and 2024: Schedule of Investments April 30, 2025 April 30, 2024 Systems DE $ 1,985 $ 48,128 MustWatch LLC - 440,000 Zelgor Inc. 1,400,000 1,400,000 ChipBrain LLC - 3,366,348 Vymedic Inc. 11,032 11,032 C-Reveal Therapeutics LLC 50,000 50,000 Deuce Drone LLC - 2,350,000 Hiveskill LLC 712,500 712,500 ScanHash LLC 425,000 425,000 Caesar Media Group Inc. - 1,999,128 Cust Corp. 1,200,000 1,200,000 Kingscrowd Inc. 577,743 513,550 Reper LLC 1,200,000 1,200,000 Dark LLC - 2,100,000 Netwire LLC - 1,300,000 CountSharp LLC - 1,170,000 CupCrew LLC - 1,170,000 HeadFarm LLC - 1,170,000 RealWorld LLC - 1,170,000 Acehedge LLC - 1,110,000 Fantize LLC - 1,110,000 StockText LLC - 1,220,000 Issuers that paid a 1% equity fee to the funding portal 169,790 97,700 Total $ 5,748,050 $ 25,333,386 Investment owned at cost $ 5,748,050 $ 25,333,386 The above investments in equity securities are within the scope of ASC 321. The Company monitors the investments for any changes in observable prices from orderly transactions. All investments are initially measured at cost and evaluated for changes in estimated fair value. F- 25 In accordance with ASC 321, the Company uses the measurement alternative for equity securities without readily determinable fair values. The table below summarizes the annual and cumulative adjustments for these investments. The Company evaluates these investments for impairment and adjusts their carrying amounts based on observable price changes in orderly transactions for identical or similar investments of the same issuer. Summary of Annual And Cumulative Adjustments For Investment Original Cost Value at April 30, 2025 Value at April 30, 2024 Annual Adjustment 2025 Annual Adjustment 2024 Cumulative Adjustment Systems DE $ 234,080 $ 1,985 $ 48,128 $ ( 46,143 ) $ - $ ( 232,095 ) MustWatch LLC 235,400 - 440,000 ( 440,000 ) - ( 235,400 ) Zelgor Inc. 1,400,000 1,400,000 1,400,000 - - - ChipBrain LLC 660,486 - 3,366,348 ( 3,366,348 ) - ( 660,486 ) Vymedic Inc. 20,000 11,032 11,032 - - ( 8,968 ) C-Reveal Therapeutics LLC 50,000 50,000 50,000 - - - Deuce Drone LLC 822,500 - 2,350,000 ( 2,350,000 ) - ( 822,500 ) Hiveskill LLC 712,500 712,500 712,500 - - - ScanHash LLC 425,000 425,000 425,000 - - - Caesar Media Group Inc. 1,999,128 - 1,999,128 ( 1,999,128 ) - ( 1,999,128 ) Cust Corp. 1,200,000 1,200,000 1,200,000 - - - Kingscrowd Inc. 454,231 577,743 513,550 64,193 ( 2,696,135 ) 123,512 Reper LLC 1,200,000 1,200,000 1,200,000 - - - Dark LLC 2,100,000 - 2,100,000 ( 2,100,000 ) - ( 2,100,000 ) Netwire LLC 1,300,000 - 1,300,000 ( 1,300,000 ) - ( 1,300,000 ) CountSharp LLC 1,170,000 - 1,170,000 ( 1,170,000 ) - ( 1,170,000 ) CupCrew LLC 1,170,000 - 1,170,000 ( 1,170,000 ) - ( 1,170,000 ) HeadFarm LLC 1,170,000 - 1,170,000 ( 1,170,000 ) - ( 1,170,000 ) RealWorld LLC 1,170,000 - 1,170,000 ( 1,170,000 ) - ( 1,170,000 ) Acehedge LLC 1,110,000 - 1,110,000 ( 1,110,000 ) - ( 1,110,000 ) Fantize LLC 1,110,000 - 1,110,000 ( 1,110,000 ) - ( 1,110,000 ) StockText LLC 1,220,000 - 1,220,000 ( 1,220,000 ) - ( 1,220,000 ) 61 Issuers in 2025, 30 in 2024 169,790 169,790 97,700 - - - $ 21,103,115 $ 5,748,050 $ 25,333,386 $ ( 19,657,426 ) $ ( 2,696,135 ) $ ( 14,355,065 ) Note 13 – Going Concern Matters and Realization of Assets The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the ordinary course of business. However, as of April 30, 2025, the Company had negative working capital of $ 5,096,155 and for the year ended April 30 2025, the Company had an operating loss of $ 8,321,317 and net cash used in operating activities amounted to $ 5,339,211 . There can be no assurances that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or additional financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements. 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 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 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. F- 26 Note 14 – Subsequent Events The Company evaluated subsequent events through the date these financial statements were available to be issued. In 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: ● A 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. ● A 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. The Company prepaid the note in full on July 8, 2025, with a remittance of $ 69,845 . On 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. On 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; and ● Increase the evergreen limit from 5% to 10% of the Company’s outstanding shares, to provide greater flexibility for future equity awards. In 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 term; ● Have an exercise price of $ 2.68 per share; and ● Are not exercisable unless and until the Amendment is approved by stockholders. The aggregate grant-date fair value of these options, calculated using the Black-Scholes option pricing model, is $ 822,900 . F- 27 On June 9, 2025, the Company also granted stock options under the Plan to Mr. Kay and Ms. 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 term; ● 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. Any excess value over the $100,000 statutory threshold will be treated as non-qualified stock options. The 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. In 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. The aggregate grant-date fair value of the 863,722 options, calculated under the Black-Scholes option pricing model, is $ 2,293,000 . 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 . The 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 price. 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). Under 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 . On 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. On 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. On 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. In 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. There were no other material subsequent events that required recognition or additional disclosure in these financial statements. F- 28