Netcapital Inc. (Nasdaq: NCPL, NCPLW), an online investment platform, has announced that the company’s board of directors “approved a reverse stock split of the company’s common stock, par value $0.001 per share, at a ratio of 1-for-70.”
Netcapital is a micro-cap with a valuation of under $3 million.
Netcapital recently posted full-year results, with revenues decreasing by approximately 42% year-over-year to $4.9 million, compared to revenue of $8.5 million for the full fiscal year 2023.
The company reported a net loss for the full fiscal year 2024 of ($4,986,317) in the full fiscal year 2024, as compared to net income of $2,954,972 for fiscal year 2023.
As of April 30, 2024, Netcapital said it held cash and cash equivalents of $863,182.
The Reverse Stock Split is expected “to become effective immediately after the close of trading on the Nasdaq Capital Market on August 1, 2024, and the company’s Common Stock is expected to begin trading on the Nasdaq on a split-adjusted basis at the opening of trading on August 2, 2024, under the existing ticker symbol ‘NCPL,’ and new CUSIP number 64113L202.”
The company’s publicly traded warrants will “continue to be traded on the Nasdaq under the existing ticker symbol ‘NCPLW’ and existing CUSIP number.”
The Reverse Stock Split was approved by the firm’s shareholders “at the company’s Special Meeting of Shareholders, held on July 24, 2024, with the final ratio to be determined by the Board.”
The company has filed an amendment “to its Articles of Incorporation to implement the Reverse Stock Split as of the Effective Time.”
The primary goal of the Reverse Stock Split is “to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 per share bid price requirement set forth in Nasdaq’s listing rules for continued listing on the Nasdaq.”
At the Effective Time, every seventy (70) shares of Common Stock “issued and outstanding or held as treasury stock will be automatically combined and converted into one share of Common Stock.”
Once effective, the Reverse Stock Split will “reduce the current number of issued and outstanding shares of Common Stock from approximately 40.54 million to approximately 0.58 million.”
Equitable adjustments will be made “to the number of shares of the Common Stock issuable upon exercise of the company’s equity awards, and warrants and the number of shares issuable under the company’s equity incentive plans, as well as the applicable exercise prices for such equity awards and warrants, in accordance with their terms.”
No fractional shares will be “issued in connection with the Reverse Stock Split.”
Any stockholder who would otherwise “be entitled to receive a fractional share will instead be entitled to receive one whole share of Common Stock in lieu of such fractional share.”
Equity Stock Transfer LLC is acting “as transfer and exchange agent for the Reverse Stock Split. Registered shareholders who hold shares of Common Stock in uncertificated form are not required to take any action to receive post-reverse split shares and holders of certificated shares will receive instructions from the Equity Stock Transfer LLC.”
Shareholders owning shares through an account “at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.”
As covered, Netcapital operates a FINRA-regulated Funding Portal that enables access to capital. The company also provides complimentary services. The company’s consulting group, Netcapital Advisors, offers marketing and strategic advice and takes equity positions in select companies.
