Netcapital (NCPL) Announces 16M Share Offering at $0.25/sh

Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NPCLW) today announced the pricing of a public offering of 16,000,000 shares of common stock, together with series A-1 warrants to purchase up to 16,000,000 shares of common stock and series A-2 warrants to purchase up to 16,000,000 shares of common stock at a combined public offering price of $0.25 per share (or pre-funded warrant in lieu thereof) and associated warrants. The Series A-1 Warrants will have an exercise price of $0.25 per share, are exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the warrants and will expire five years thereafter. The Series A-2 Warrants will have an exercise price of $0.25 per share, are exercisable beginning on the effective date of stockholder approval of the issuance of the shares issuable upon exercise of the warrants and will expire eighteen months thereafter. The closing of the offering is expected to occur on or about December 27, 2023, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be $4 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering for sales and marketing, and for general working capital purposes.

A registration statement on Form S-1 (File No. 333-275210) relating to the securities described above has been filed with the Securities and Exchange Commission, or the SEC, and was declared effective by the SEC on December 21, 2023. The offering will be made only by means of a prospectus, which is part of the effective registration statement. A preliminary prospectus relating to the offering has been filed with the SEC. When available, electronic copies of the final prospectus may be obtained for free on the SEC’s website located at http://www.sec.gov and may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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