Netcapital registration of 1.88 million shares exposes $9.21 million cash dependency

Netcapital Inc. could receive up to $9.21 million in gross proceeds if holders cash-exercise 1,760,340 warrants. The company receives no proceeds from the resale of shares by holders. The registration of up to 1,879,090 shares of common stock for resale includes 118,750 shares issued in June 2025 and the warrant shares. This potential cash inflow follows a net loss of $28,301,325 for the year ended April 30, 2025. As of February 28, 2026, the company held $409,319 in cash and cash equivalents. Auditors have expressed substantial doubt about the company's ability to continue as a going concern. The SEC issued Wells Notices to the company and certain officers, indicating a preliminary determination to recommend enforcement action. Nasdaq issued a notice of minimum bid price non-compliance with a cure period ending August 3, 2026.