What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-07-26 compared with 2022-08-08 · 100 added, 39 removed, 1 unchanged (99% of the section changed)

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

common stock was quoted on the OTCQX marketplace under the symbol “NCPL” before our listing on Nasdaq in July 2022.

Any over-the-counter quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not necessarily

represent actual transactions.

common stock and warrants trade on the Nasdaq Capital Market under the symbols “NCPL” and “NCPLW,” respectively.

Our common stock and warrants commenced trading on Nasdaq on July 13, 2022.

Issuances of Unregistered Securities

shares of common stock were issued on April 28, 2022, in conjunction with an agreement to purchase a 10% equity interest in Caesar

Media Group, Inc.

We did not receive any proceeds from issuance.

The issuance was exempt under Section 4(a)(2) of the Securities

Act of 1933, as amended.

are 293 shareholders of record of our common stock as of July 29, 2022.

Agent and Registrar

transfer agent and registrar for our common stock is Equity Stock Transfer LLC with its business address at 237 W 37 th

Street, Suite 602, New York, NY 10018.

Its telephone number is (212) 575-5757 and its email address is info@equitystock.com.

have never paid dividends on our common stock and do not expect to do so in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

MARKET FOR COMMON EQUITY, RELATED

STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Market Information

Our common stock was quoted on the OTCQX marketplace

under the symbol “NCPL” before our listing on Nasdaq in July 2022.

Any over-the-counter quotations reflect inter-dealer prices,

without retail mark-up, mark-down or commission, and may not necessarily represent actual transactions.

Our common stock and warrants trade on the Nasdaq

Capital Market under the symbols “NCPL” and “NCPLW,” respectively.

Our common stock and warrants commenced trading

on Nasdaq on July 13, 2022.

Recent Issuances of Unregistered Securities

On May 10, 2023, we issued 100,000 shares of our common

stock for consulting services.

We did not receive any proceeds from this issuance.

The issuance was exempt under Section 4(a)(2) of the

Securities Act of 1933, as amended.

On July 14, 2023, we issued 49,855 shares of our common

stock in consideration of a release from an unrelated third party in conjunction with the settlement of an outstanding debt between such

third party and Netcapital Systems LLC.

We did not receive any proceeds from this issuance.

The issuance was exempt under Section 4(a)(2)

of the Securities Act of 1933, as amended.

There are 270 shareholders of record of our common

stock as of July 26, 2023.

Transfer Agent and Registrar

The transfer agent and registrar for our common

stock is Equity Stock Transfer LLC with its business address at 237 W 37 th Street, Suite 602, New York, NY 10018.

Its telephone

number is (212) 575-5757 and its email address is info@equitystock.com.

We have never paid dividends on our common stock and

do not expect to do so in the foreseeable future.

(d) Securities Authorized for Issuance under Equity

Compensation Plans

2021 Equity Incentive Plan .

In November 2021, our Board adopted the 2021 Equity Incentive Plan, or the Plan.

An aggregate of 300,000

shares of our common stock is reserved for issuance and available for awards under the Plan, including incentive stock options

granted under the Plan.

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

services to us or our affiliates.

As of July 29, 2022, we had awarded an aggregate of 271,000 options to purchase shares of common

stock to directors and there remain 29,000 shares for grant under the Plan.

Plan is administered by our Board.

The Plan administrator has the authority to determine, within the limits of the express provisions

of the Plan, the individuals to whom awards will be granted, the nature, amount and terms of such awards and the objectives and

conditions for earning such awards.

Our Board may at any time amend or terminate the Plan, provided that no such action may be

taken that adversely affects any rights or obligations with respect to any awards previously made under the Plan without the consent

of the recipient.

No awards may be made under the Plan after the tenth anniversary of its effective date.

under the Plan may include incentive stock options, nonqualified stock options, stock appreciation rights (“SARs”),

restricted shares of common stock, restricted stock units, performance share awards, stock bonuses and other stock-based awards

and cash-based incentive awards.

In November 2021,

our Board adopted the 2021 Equity Incentive Plan, or the Plan.

An aggregate of 300,000 shares of our common stock is reserved for issuance

and available for awards under the Plan, including incentive stock options granted under the Plan.

The Plan administrator may grant awards

to any employee, director, consultant or other person providing services to us or our affiliates.

As of July 26, 2023, we had awarded

an aggregate of 252,000 options to purchase shares of common stock to directors and there remain 48,000 shares for grant under the Plan.

The Plan is administered by our Board.

The Plan administrator

has the authority to determine, within the limits of the express provisions of the Plan, the individuals to whom awards will be granted,

the nature, amount and terms of such awards and the objectives and conditions for earning such awards.

Our Board may at any time amend

or terminate the Plan, provided that no such action may be taken that adversely affects any rights or obligations with respect to any

awards previously made under the Plan without the consent of the recipient.

No awards may be made under the Plan after the tenth anniversary

of its effective date.

Awards under the Plan may include incentive stock

options, nonqualified stock options, stock appreciation rights (“SARs”), restricted shares of common stock, restricted stock

units, performance share awards, stock bonuses and other stock-based awards and cash-based incentive awards.

2023 Omnibus Equity Incentive

On January 3, 2023, the Board of Directors of the Company approved and adopted the Netcapital Inc., 2023 Omnibus Equity Incentive

Plan (the “2023 Plan”), which was subsequently approved by the Company’s stockholders.

The total number of shares of

common stock authorized for issuance under the 2023 Plan is (i) 2,000,000 shares of common stock plus (ii) an annual increase on the first

day of each calendar year beginning with May 1, 2024 and ending with the last May 1 during the initial ten-year term of the 2023 Plan,

equal to the lesser of (A) five percent (5%) of the shares of common stock outstanding (on an as-converted basis, which shall include

shares issuable upon the exercise or conversion of all outstanding securities or rights convertible into or exercisable for shares of

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

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

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

No more than 2,000,000 Shares, and as increased on an annual basis, on the first day of each calendar year beginning with May 1, 2024

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

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

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

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

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

issued pursuant to the exercise of ISOs.

As of April 30, 2023, we had awarded an aggregate of 1,950,000 options to purchase shares of

common stock to directors and there remain 50,000 shares for grant under the 2023 Plan.

The 2023 Plan will be administered

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

The 2023 Plan will be

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

The Administrator

may interpret the 2023 Plan and may prescribe, amend, and rescind rules and make all other determinations necessary or desirable for the

administration of the 2023 Plan.

The 2023 Plan permits the Administrator to select the eligible recipients who will receive awards, to

determine the terms and conditions of those awards, including but not limited to the exercise price or other purchase price of an award,

the number of shares of common stock or cash or other property subject to an award, the term of an award and the vesting schedule applicable

to an award, to determine the terms and conditions of written instruments evidencing such awards and to amend the terms and conditions

of outstanding awards.

The 2023 Plan permits the

(a) stock options, which may be intended as incentive stock options (“ISOs”) or as nonqualified stock options (options

not meeting the requirements to qualify as ISOs);

(b) stock appreciation rights (“SARs”);

(d) restricted

(e) cash incentive awards;

or (f) other awards, including:

(i) stock bonuses, performance stock, performance units, dividend

equivalents, or similar rights to purchase or acquire Shares, whether at a fixed or variable price or ratio related to the Common Stock,

upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any

combination thereof;

or (ii) any similar securities with a value derived from the value of or related to the Common Stock and/or returns

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity