UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| The Stock Market LLC |
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 23, 2024, Netcapital Inc. (the “Company”) held a special meeting of shareholders, (the “Special Meeting”). At the Special Meeting, the Company’s shareholders (i) approved the issuance of common stock purchase warrants and placement agent warrants issued in connection with the Company’s December 2023 public offering, including shares of common stock issuable upon exercise of such common stock purchase warrants and placement agent warrants, in accordance with Nasdaq Listing Rule 5635(d) (the “Warrant Shareholder Approval Proposal”); and (ii) approved the authorization for the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”).
Shareholders of record at the close of business on December 26, 2023 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such shareholder. On the Record Date, there were 9,459,132 shares of common stock issued and outstanding, of which 4,768,882 shares of common stock were represented at the Special Meeting, or approximately 50.42% 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 – Warrant Shareholder Approval Proposal
The issuance of common stock purchase warrants and placement agent warrants issued in connection with the Company’s December 2023 public offering, including shares of common stock issuable upon exercise of such common stock purchase warrants and placement agent warrants, in accordance with Nasdaq Listing Rule 5635(d) was approved. The voting results were as follows.
| Votes For | Votes Against | Abstentions | ||
| 3,417,664 | 1,017,969 | 333,249 |
Proposal No. 2 – Adjournment Proposal
The authorization for the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals was approved. The voting results were as follows
| Votes For | Votes Against | Abstentions | ||
| 3,939,968 | 760,037 | 68,877 |
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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/ Martin Kay | |
| Name: | Martin Kay | |
| Title: | Chief Executive Officer | |
| Dated: February 23, 2024 | ||
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