Netcapital Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-41443 NETCAPITAL INC.(Exact name of registrant as specified in its charter) 1 Lincoln StreetBoston MA 02111(Address of principal executive offices) (781) 925-1700(Registrant’s telephone number, including area code) Not Applicable(Former name or former address, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and ExchangeAct 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 and posted on its corporate Web site, if any, everyInteractive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post 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. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of March 19, 2026 the registrant had 7,847,899 shares of its common stock, par value $0.001 per share, issued and outstanding. PagePART I—FINANCIAL INFORMATIONItem 1. Financial Statements.5Condensed Consolidated Balance Sheets as of January 31, 2026 (unaudited) and April 30, 20255Condensed Consolidated Statements of Operations for the three and nine months ended January 31, 2026 and 2025(unaudited)6Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended January 31, 2026 and2025 (unaudited).7Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2026 and 2025 (unaudited)8Notes to Unaudited Condensed Consolidated Financial Statements9Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.22Item 3. Quantitative and Qualitative disclosures about Market Risk.28Item 4. Controls and Procedures.29PART II—OTHER INFORMATIONItem 1. Legal Proceedings.30Item1A. Risk Factors.30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.34Item 3. Defaults Upon Senior Securities.34Item 4. Mine Safety Disclosures.34Item 5. Other Information.34Item 6. Exhibits.35Signatures.36-2- CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions ofSection 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934,as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,”“expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these termsor other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates andprojections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. Wemay not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or eventscould differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and ourforward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertaintiesinherent in our statements regarding: ●capital requirements and the availability of capital to fund our growth and to service our existing debt;●difficulties executing our growth strategy, including attracting new issuers and investors;●our anticipated use of the net proceeds from our recent public offering;●all the risks of acquiring one or more complementary businesses, including identifying a suitable target, completingcomprehensive due diligence uncovering all information relating to the target, the financial stability of the target, the impacton our financial condition of the debt we may incur in acquiring the target, the ability to integrate the target’s operations withour existing operations, our ability to retain management and key employees of the target, among other factors attendant toacquisitions of small, non-public operating companie