Netcapital Inc 2024年度报告

FORM10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:April 30,2025 ◻TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________ to __________ Commission File Number:001-41443 NETCAPITAL INC. (Exact name of registrant as specified in its charter) Utah87-0409951(State or other jurisdiction(I.R.S. Employer of incorporation or organization)Identification No.) 1 Lincoln StreetBoston,MA02111(Address of Principal Executive Offices) (Registrant’s telephone number, including area code) Securities registered under Section 12(b) of the Exchange Act: Securities registered under Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports)and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smallerreporting company. See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2of the Exchange Act: Large accelerated filer☐Accelerated filer☐Non-accelerated Filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of registrant’s voting and non-voting common equity held by non-affiliates (as defined by Rule 12b-2 ofthe Exchange Act) computed by reference to the average bid and asked price of such common equity on October 31, 2024 wasapproximately $2,861,671. As of August 12, 2025, the registrant has one class of common equity, and the number of shares outstanding of such common equitywas4,720,056. Documents Incorporated By Reference: Specified portions of the registrant’s proxy statement, which will be filed with the Securitiesand Exchange Commission pursuant to Schedule 14A in connection with the registrant’s 2025 Annual Meeting of Stockholders (the“Proxy Statement”), are incorporated by reference into Part III of this Annual Report on Form 10-K. Except with respect toinformation specifically incorporated by reference in this Annual Report, the Proxy Statement is not deemed to be filed as part hereof. TABLE OF CONTENTS PART I Item 1.Business.4Item 1A.Risk Factors.16Item 1B.Unresolved Staff Comments.35Item 1CCybersecurity35Item 2.Properties.35Item 3.Legal Proceedings.35Item 4.Mine Safety Disclosures.35 Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.36Item 6.Selected Financial Data.37Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.38Item 7A.Quantitative and Qualitative Disclosures About Market Risk.51Item 8.Financial Statements.51Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.51Item 9A.Controls and Procedures.51Item 9B.Other Information.51Item 9C.Disclosures Regarding Foreign J