Netcapital Inc. Announces Pricing of Public Offering

IPO

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Netcapital Inc. (Nasdaq: NCPL, NCPLW), a digital private capital markets ecosystem, announced today the pricing of an underwritten public offering of 1,247,000 shares of common stock at a public offering price of $1.40 per share, for gross proceeds of $1,745,800 before underwriting discounts, commissions, and offering expenses payable by the Company. The Company is offering all of the shares of common stock. Furthermore, the Company has granted the underwriters a 45-day option to purchase up to 187,000 additional shares of common stock at the public offering price less discounts and commissions, exclusively to meet any over-allotments. The offering is projected to conclude on December 16, 2022, assuming all usual closing conditions are met.

The net proceeds of the offering will be used primarily for general corporate purposes, capital expenditures, working capital, and general and administrative expenses.

ThinkEquity is serving as the offering’s only book-running manager.

Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company gives all investors the opportunity to access investments in private companies. The Company’s model is disruptive to traditional private equity investing and is based on Title III, Reg CF of the JOBS Act. The Company generates fees from listing private companies on its portals.

The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies with disruptive technologies. The Netcapital funding portal is registered with the SEC and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association.

The securities will be offered and sold in accordance with a shelf registration statement on Form S-3 (File No. 333-267921), which includes a base prospectus and was filed with the United States Securities and Exchange Commission (the “SEC”) on October 18, 2022 and declared effective on October 26, 2022, and a preliminary prospectus supplement filed with the SEC on December 13, 2022. Only a printed prospectus will be used to make the offering. The SEC will post a final prospectus supplement and accompanying base prospectus outlining the terms of the offering on its website, www.sec.gov.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor does it constitute a sale of these securities in any state or jurisdiction where such an offer, solicitation, or sale would be illegal prior to registration or qualification under the securities laws of that state or jurisdiction.

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