false 0001414767 0001414767 2024-08-19 2024-08-19 0001414767 NCPL:CommonStock0.001ParValuePerShareMember 2024-08-19 2024-08-19 0001414767 NCPL:WarrantsExercisableForOneShareOfCommonStockMember 2024-08-19 2024-08-19 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): August 19, 2024

 

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)

 

Registrant’s telephone number, including area code: (781) 925-1700

 

 

(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
Warrants exercisable for one share of Common Stock   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 8.01 Other Events.

 

On August 19, 2024, Netcapital Inc., a Utah corporation (the “Company”) received a notice from The Nasdaq Stock Market, LLC (“Nasdaq”), dated August 19, 2024, informing the Company that it had regained compliance with Nasdaq’s Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market, as the bid price of the Company’s common stock closed at or above $1.00 per share for a minimum of 10 consecutive business days since August 2, 2024.

 

As previously disclosed on a Current Report on Form 8-K filed by the Company, Nasdaq had previously notified the Company on September 1, 2023 that it was not in compliance with the Bid Price Rule because it failed to maintain a minimum bid price of $1.00 per share for 30 consecutive business days. Further as of July 22, 2024, Nasdaq determined that that the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days and as a result, Nasdaq delivered written notice to the Company on July 23, 2024 under which it advised the Company that Nasdaq has determined to delist the Company’s securities from The Nasdaq Capital Market. The Company requested a hearing to appeal Nasdaq’s delisting determination, but since the Company regained compliance with Nasdaq’s continued listing requirements as described above, the hearing was cancelled.

 

 -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.

(Registrant)

     
  By: /s/ Martin Kay
  Name: Martin Kay
  Title: Chief Executive Officer
     
Dated August 19, 2024    

 

 -3- 

 

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Aug. 19, 2024
Document Type 8-K
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Document Period End Date Aug. 19, 2024
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 (781)
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
Warrants exercisable for one share of Common Stock  
Title of 12(b) Security Warrants exercisable for one share of Common Stock
Trading Symbol NCPLW
Security Exchange Name NASDAQ
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