(Note: This is NOT an IPO. This is a NASDAQ uplisting from the OTC market. This is a tiny public offering of “up to” 784,314 units – up to 784,314 shares of common stock and up to 784,314 warrants for common stock – for which the company has applied to the NASDAQ for listing under the proposed symbol “NCPL” for the stock and “NCPLW” for the warrant. The assumed public offering price is $7.65, based on the stock’s last reported sale price on the OTC on June 23, 2022.)

Netcapital Inc. is a FinTech company with a scalable technology platform that allows private companies to raise capital online from accredited and non-accredited investors. We give all investors the opportunity to access investments in private companies. Our model is disruptive to traditional private equity investing and is based on Title III, Reg CF of the JOBS Act. We generate fees from listing private companies on our portals. Our consulting group, Netcapital Advisors, provides marketing and strategic advice in exchange for equity positions. The Netcapital funding portal is registered with the SEC, is a member of the Financial Industry Regulatory Authority, or FINRA, a registered national securities association, and provides investors with opportunities to invest in private companies.

We provide private companies with access to investments from accredited and non-accredited retail investors through our online portal (www.netcapital.com). The Netcapital funding portal charges a $5,000 engagement fee and a 4.9% success fee for capital raised at closing. In addition, the portal generates fees for other ancillary services, such as rolling closes. Netcapital Advisors generates fees and equity stakes from consulting in select portfolio and non-portfolio clients. We generated revenues of $3,636,050, with costs of service of $85,429, in the nine months ended January 31, 2022, for a gross profit of $3,550,621 in the nine months ended January 31, 2022, as compared to revenues of $3,770,813 with costs of service of $730,343 in the nine months ended January 31, 2021, for a gross profit of $3,040,470 in the nine months ended January 31, 2021. We generated revenues of $4,721,003 with costs of service of $759,158 in the year ended April 30, 2021, for a gross profit of $3,961,845 in the year ended April 30, 2021, as compared to revenues of $1,753,558 with costs of service of $11,105 in the year ended April 30, 2020, for a gross profit of $1,742,453 in the year ended April 30, 2020.

**Note: Revenue and net income figures are for the nine months ended Jan. 31, 2022, according to the prospectus. 

(Note: Netcapital Inc. priced its public offering – in connection with its NASDAQ uplisting – at $4.15 – well below the stock’s last closing price of $8.25 on the OTC – and increased the number of units sold to 1.205 million, up from 784, 314 units – to raise $5 million.)