−Removed: for Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
−Removed: (a) Market Information
−Removed: Our common stock
−Removed: is currently quoted on the OTCQX marketplace under the symbol NCPL.
−Removed: The high and low closing price for each quarterly period of our last
−Removed: two fiscal years are listed below.
−Removed: Fiscal Quarter ended
−Removed: 1 st Quarter – May
−Removed: 2 nd Quarter – August – October
−Removed: 3 rd Quarter – November 2019 –
−Removed: 4 th Quarter – February – April
−Removed: 1 st Quarter – May – July 2020
−Removed: 2 nd Quarter – August – October
−Removed: 3 rd Quarter – November 2020 –
−Removed: 4 th Quarter – February – April
−Removed: The quotations set
−Removed: forth in the table above reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily represent
−Removed: actual transactions.
−Removed: Recent Issuances
−Removed: of Unregistered Securities
−Removed: There are 230 shareholders
−Removed: of record of our common stock.
−Removed: Transfer Agent
−Removed: and Registrar
−Removed: The transfer agent
−Removed: and registrar for our common stock is Equity Stock Transfer LLC with its business address at 237 W 37 th Street, Suite 602,
−Removed: New York, NY 10018.
−Removed: (c) Dividends
−Removed: We have never paid
−Removed: dividends on our common stock and do not expect to do so in the foreseeable future.
−Removed: (d) Securities
−Removed: Authorized for Issuance under Equity Compensation Plans
−Removed: We currently have
−Removed: no equity compensation plan either approved or not approved by security holders, and there are no securities currently authorized for
−Removed: issuance under any equity compensation plan.
−Removed: However, our Board of Directors has previously approved share-based compensation in lieu
−Removed: of cash compensation to various consultants and employees.
−Removed: Such share-based compensation is recognized at the time of grant equal to
−Removed: the fair value of the stock award at the time of the grant or at the time the award vests, if there is a vesting period.
−Removed: Financial Data.
−Removed: We are a smaller
−Removed: reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide information under this item.
+Added: MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
+Added: Market Information
+Added: common stock was quoted on the OTCQX marketplace under the symbol “NCPL” before our listing on Nasdaq in July 2022.
+Added: Any over-the-counter quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily
+Added: represent actual transactions.
+Added: common stock and warrants trade on the Nasdaq Capital Market under the symbols “NCPL” and “NCPLW,” respectively.
+Added: Our common stock and warrants commenced trading on Nasdaq on July 13, 2022.
+Added: Issuances of Unregistered Securities
+Added: shares of common stock were issued on April 28, 2022, in conjunction with an agreement to purchase a 10% equity interest in Caesar
+Added: Media Group, Inc.
+Added: We did not receive any proceeds from issuance.
+Added: The issuance was exempt under Section 4(a)(2) of the Securities
+Added: Act of 1933, as amended.
+Added: are 293 shareholders of record of our common stock as of July 29, 2022.
+Added: Agent and Registrar
+Added: transfer agent and registrar for our common stock is Equity Stock Transfer LLC with its business address at 237 W 37 th
+Added: Street, Suite 602, New York, NY 10018.
+Added: Its telephone number is (212) 575-5757 and its email address is info@equitystock.com.
+Added: have never paid dividends on our common stock and do not expect to do so in the foreseeable future.
+Added: Securities Authorized for Issuance under Equity Compensation Plans
+Added: Equity Incentive Plan .
+Added: In November 2021, our Board adopted the 2021 Equity Incentive Plan, or the Plan.
+Added: An aggregate of 300,000
+Added: shares of our common stock is reserved for issuance and available for awards under the Plan, including incentive stock options
+Added: granted under the Plan.
+Added: The Plan administrator may grant awards to any employee, director, consultant or other person providing
+Added: services to us or our affiliates.
+Added: As of July 29, 2022, we had awarded an aggregate of 271,000 options to purchase shares of common
+Added: stock to directors and there remain 29,000 shares for grant under the Plan.
+Added: Plan is administered by our Board.
+Added: The Plan administrator has the authority to determine, within the limits of the express provisions
+Added: of the Plan, the individuals to whom awards will be granted, the nature, amount and terms of such awards and the objectives and
+Added: conditions for earning such awards.
+Added: Our Board may at any time amend or terminate the Plan, provided that no such action may be
+Added: taken that adversely affects any rights or obligations with respect to any awards previously made under the Plan without the consent
+Added: of the recipient.
+Added: No awards may be made under the Plan after the tenth anniversary of its effective date.
+Added: under the Plan may include incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”),
+Added: restricted shares of common stock, restricted stock units, performance share awards, stock bonuses and other stock-based awards
+Added: and cash-based incentive awards.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.