Netcapital Inc (NCPL) News & EventsNCPLNews & EventsNetcapital Inc

Netcapital Receives Delinquency Notification from Nasdaq

Netcapital announced that on August 24, it received a delinquency notification letter from the Listing Qualifications Department of The Nasdaq Stock Market notifying the company that, because the company has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, the company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the SEC. The company intends to submit a plan to regain compliance within the period required by Nasdaq and to file the Form 10-K as promptly as practicable.

Netcapital CEO Responds to SEC Complaint

Netcapital issued the following statement from its CEO: "As previously disclosed, Netcapital Inc. received a Wells Notice from the staff of the U.S. Securities and Exchange Commission relating to an investigation involving the Company and certain current and former directors, officers, and other individuals. I joined Netcapital after the Company received the Wells Notice, with a mandate to provide guidance on potential regulatory and other challenges it faced, assist in protecting shareholder interests to the best of my ability, and position Netcapital for its best possible future given the historic challenges that happened before I became employed. The SEC has now filed a civil complaint against certain individuals and the Company. The allegations in the complaint have not been adjudicated. We recognize the seriousness of this development and the concerns it may create for our shareholders. Over the next seven to ten days, I will be working with our Board of Directors and legal advisors to carefully review the complaint, assess its implications for the Company, and determine appropriate actions to protect Netcapital and its shareholders. Following that review, we intend to provide shareholders with an update regarding the steps we are taking to address these matters, and other matters in an effort to strengthen the Company. Throughout this process, Netcapital remains focused on serving its customers and operating its business. Our employees continue to deliver a high-quality experience to our customers, and I have confidence in our team's commitment to building a different company. The filing of the complaint does not change our responsibility to operate the business, evaluate strategic opportunities, pursue appropriate transactions, and make decisions we believe are in the best interests of the Company and its shareholders. The individuals named in the complaint may choose to address the allegations against them separately. The Company will speak for itself. Because this matter is now subject to pending litigation, we do not intend to litigate the SEC's allegations in public. We will make disclosures required by applicable law and provide appropriate updates concerning material actions taken by the Company. Current management intends to address these issues deliberately and professionally, with the advice of our legal and other professional advisors and with the interests of the Company and its shareholders at the forefront. We expect to provide shareholders with a further update following our initial review."

Netcapital Proposes Acquisition of RezyFi Subsidiary Assets for $5M

Netcapital announced that it has entered into a non-binding letter of intent, or LOI, with RezyFi regarding the proposed acquisition by a newly formed wholly-owned South Dakota subsidiary of Netcapital of substantially all of the assets and assumed liabilities of Resmac, a wholly owned subsidiary of RezyFi. Resmac is a residential mortgage bank and holds active HUD Title II non-supervised direct endorsement mortgagee approval, operates in eleven states, and maintains warehouse financing relationships. The transaction would be structured as an asset purchase by SD Holdco, a newly formed wholly owned subsidiary of Netcapital. SD Holdco would acquire substantially all of the assets and assumed liabilities of Resmac, subject to required consents and approvals. Total acquisition value is $5M, payable solely through the issuance of 2.5M shares of SD Holdco Series A convertible preferred stock with a stated value of $2.00 per share. The SD Holdco preferred stock would not be convertible into, or exchangeable for, securities of Netcapital. Acquired assets are expected to include state mortgage lending licenses, HUD Title II non-supervised direct endorsement mortgagee approval, related FHA certifications and approvals, mortgage servicing rights, mortgage loans, technology systems, loan origination platforms, trade names, domain names, trademarks, customer and borrower relationships, and other operating contracts and arrangements. RezyFi may be eligible to receive up to 1M additional shares of SD Holdco preferred stock if the Resmac business unit achieves cumulative GAAP revenue of at least $10M within 24 months after closing. RezyFi may also be eligible to receive up to 500,000 additional shares of SD Holdco preferred stock if SD Holdco completes an SEC-declared effective Form S-1 registration statement for a public offering resulting in gross proceeds of at least $10M. Following closing, Netcapital and SD Holdco would use commercially reasonable efforts to file a Form S-1 registration statement with the SEC to register equity securities of SD Holdco for public distribution. Netcapital would contemplate distributing its interest in SD Holdco to Netcapital shareholders of record as a dividend spinout. The contemplated spinout would create a separate public financial services company in which both Netcapital shareholders and RezyFi would hold equity interests.