false 0001414767 0001414767 2023-11-21 2023-11-21 0001414767 NCPL:CommonStock0.001ParValuePerShareMember 2023-11-21 2023-11-21 0001414767 NCPL:RedeemableWarrantsExercisableForOneShareOfCommonStockAtExercisePriceOf0.19Member 2023-11-21 2023-11-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): November 21, 2023

 

NETCAPITAL INC.

(Exact name of registrant as specified in charter)

 

Utah   001-41443   87-0409951

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1 Lincoln Street, Boston, Massachusetts   02111
(Address of principal executive offices)   (Zip Code)

 

(782) 925-1700

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $0.001 par value per share   NCPL   The Nasdaq Stock Market LLC
Redeemable warrants exercisable for one share of Common Stock at an exercise price of $0.19   NCPLW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

 

Emerging growth company ☐.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On November 21, 2023, Netcapital Inc. (the “Company”) held its annual meeting of stockholders, (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (i) elected each of Martin Kay, Cecilia Lenk, Avi Liss, Steven Geary and Arnold Scott as members of the Company’s board of directors (the “Board”) to serve until the Company’s next annual meeting of stockholders or until their successors are elected and qualified or until their earlier death, resignation or removal, and (ii) ratified the appointment of Fruci & Associates II, PLLC as the Company’s accounting firm for the fiscal year ending April 30, 2024.

 

Stockholders of record at the close of business on September 22, 2023 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such stockholder. On the Record Date, there were 9,434,132 shares of common stock issued and outstanding, of which 5,622,362 shares of common stock were represented at the Annual Meeting, or approximately 59.6% of the total outstanding shares of common stock on the Record Date, which was sufficient to constitute a quorum pursuant to the Company’s Bylaws, and to transact business.

 

Set forth below are the final voting results for each of the proposals:

 

Proposal No. 1 – Election of directors

 

Martin Kay, Cecilia Lenk, Avi Liss, Steven Geary and Arnold Scott were elected to serve until the Company’s next annual meeting of stockholders or until their successors are elected and qualified, or until their earlier death, resignation or removal. The voting results were as follows:

 

Director   Votes For   Votes Withheld   Broker Non-Votes
Martin Kay   3,287,963   232,353   2,102,046
Cecilia Lenk   3,285,715   234,601   2,102,046
Avi Liss   3,284,555   235,761   2,102,046
Steven Geary   3,279,582   240,734   2,102,046
Arnold Scott   3,332,151   188,165   2,102,046

 

Proposal No. 2 – Ratification of the appointment of the independent registered public accounting firm

 

The appointment of Fruci & Associates II, PLLC as the Company’s accounting firm for the fiscal year ending April 30, 2024 was ratified. The voting results were as follows:

 

Votes For   Votes Against   Abstentions Broker Non-Votes
4,753,810   864,613   3,939 0

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

-2-

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  NETCAPITAL INC.
     
  By: /s/ Coreen Kraysler
  Name: Coreen Kraysler
  Title: Chief Financial Officer
     
Dated: November 21, 2023    

 

-3-

 

v3.23.3
Cover
Nov. 21, 2023
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 21, 2023
Entity File Number 001-41443
Entity Registrant Name NETCAPITAL INC.
Entity Central Index Key 0001414767
Entity Tax Identification Number 87-0409951
Entity Incorporation, State or Country Code UT
Entity Address, Address Line One 1 Lincoln Street
Entity Address, City or Town Boston
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02111
City Area Code (782)
Local Phone Number 925-1700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Common Stock, $0.001 par value per share  
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol NCPL
Security Exchange Name NASDAQ
Redeemable warrants exercisable for one share of Common Stock at an exercise price of $0.19  
Title of 12(b) Security Redeemable warrants exercisable for one share of Common Stock at an exercise price of $0.19
Trading Symbol NCPLW
Security Exchange Name NASDAQ
Netcapital (NASDAQ:NCPL)
Gráfica de Acción Histórica
De Abr 2024 a May 2024 Haga Click aquí para más Gráficas Netcapital.
Netcapital (NASDAQ:NCPL)
Gráfica de Acción Histórica
De May 2023 a May 2024 Haga Click aquí para más Gráficas Netcapital.