Netcapital Inc. , a digital private capital markets ecosystem, today announced that it has entered into definitive agreements with institutional investors for the purchase and sale of 714,286 shares of its common stock at a purchase price of $7.00 per share in a registered direct offering priced at-the-market under Nasdaq rules.

In a concurrent private placement, Netcapital will issue unregistered short-term warrants to purchase up to an additional 714,286 shares of common stock. These warrants will have an exercise price of $6.88 per share, will be immediately exercisable upon issuance, and will expire twenty-four months following the effective date of the registration statement covering the resale of the underlying shares.

The offering is expected to close on or about July 7, 2025, subject to customary closing conditions.

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

Gross proceeds from the offering are expected to be approximately $5 million, before deducting placement agent fees and other offering-related expenses. If the unregistered warrants are fully exercised for cash, the Company may receive up to an additional $4.9 million in gross proceeds. However, there can be no assurance that any of the warrants will be exercised.

Netcapital intends to use the net proceeds from the offering for the repayment of certain outstanding promissory notes and for general working capital purposes.