| 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 | ||
| Date
of Report (Date of earliest event reported): | ||
| (Exact name of registrant as specified in its charter) | ||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) | ||
| (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: | ||
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate by check
mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange 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 1.01. Entry into a Material Definitive Agreement.
On July 19, 2023 (the “Effective Date”), Netcapital Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with ThinkEquity LLC (“ThinkEquity”), as representative of the several underwriters listed on Schedule I thereto, relating to the public offering (the “Offering”) of 1,725,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a price to the public of $0.70 per Share (the “Offering Price”). In connection with the Offering, the Company also agreed to issue ThinkEquity, or its designees, warrants to purchase up to 86,250 shares of Common Stock (equal to five percent (5%) of the number of Shares sold to the public) (the “Representative’s Warrants”). The Representative’s Warrants (and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants) were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were offered pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and Rule 506(b) promulgated thereunder.
On July 24, 2023, the Company closed the Offering and issued the Shares for aggregate gross proceeds of approximately $1,207,500 to the Company, before deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Company also issued warrants to purchase up to 86,250 shares of Common Stock to ThinkEquity and its designees. The Company intends to use the net proceeds from the Offering for general corporate purposes, working capital and general and administrative expenses.
The Shares were offered, issued and sold to the public pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-267921) previously filed with the Securities and Exchange Commission (the “Commission”) on October 18, 2022 and declared effective by the Commission on October 26, 2022 and related prospectus supplement dated July 19, 2023.
Pursuant to the Underwriting Agreement, subject to certain exceptions, our officers, directors and certain 5% stockholders have agreed not to sell or otherwise dispose of any of the Company’s securities held by them for a period ending ninety (90) days after the Effective Date without first obtaining the written consent of ThinkEquity.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto.
The description of the terms and conditions of the Underwriting Agreement and Representative’s Warrants set forth herein does not purport to be complete and is qualified in its entirety by the full text of the Underwriting Agreement and the form of Representative’s Warrant, which are attached hereto as Exhibit 1.1 and Exhibit 4.1, respectively.
The legal opinion of CodeLaw LLC relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
| Item 3.02. | Unregistered Sale of Equity Securities. |
The applicable information set forth in Item 1.01 of this Form 8-K with respect to the issuance of the Representative’s Warrants (and the shares of Common Stock issuable upon the exercise of the Representative’s Warrants) is incorporated herein by reference.
Item 8.01 Other Events.
On July 19, 2023, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
On July 19, 2023, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
On July 24, 2023, the Company issued a press release announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated July 19, 2023, by and between Netcapital Inc. and ThinkEquity LLC as representative of the several underwriters listed on Schedule I thereto | |
| 4.1 | Form of Representative’s Warrant (included as Exhibit A to Exhibit 1.1) | |
| 5.1 | Legal Opinion of CodeLaw LLC | |
| 23.1 | Consent of CodeLaw LLC (contained in Exhibit 5.1) | |
| 99.1 | Launch Press Release dated July 19, 2023 | |
| 99.2 | Pricing Press Release dated July 19, 2023 | |
| 99.3 | Closing Press Release dated July 24, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| Netcapital Inc. | ||
| (Registrant) | ||
| Date: July 24, 2023 | By: | /s/ Coreen Kraysler |
| Coreen Kraysler | ||
| Chief Financial Officer | ||