Stockholders’ Equity |
9 Months Ended |
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Jan. 31, 2024 | |
| Equity [Abstract] | |
| Stockholders’ Equity | Note 8 – Stockholders’ Equity
The Company is authorized to issue shares of its common stock, par value $. and shares were outstanding as of January 31, 2024 and April 30, 2023, respectively.
During the quarter ended July 31, 2022, the Company issued shares of common stock with a value of $113,714 to settle a related party payable of $294,054. The Company also issued shares of common stock valued at $266,272 to retire $300,000 of convertible promissory notes plus accrued interest of $10,192. The convertible note holders also received warrants to purchase shares of common stock at a per share exercise price of $5.19, that are exercisable immediately, and expire five years from the date of issuance. These equity issuances resulted in a gain from the conversion of debt totaling $224,260, which is recorded as other income in the income statement.
On July 15, 2022, the Company completed an underwritten public offering of shares of the Company’s common stock and warrants to purchase shares of the Company’s common stock at a combined public offering price of $ per share and warrant. The gross proceeds from the offering were $5,000,750 prior to deducting underwriting discounts, commissions, and other offering expenses, which resulted in net proceeds of $3,949,117. The warrants have a per share exercise price of $5.19, are exercisable immediately, and expire five years from the date of issuance.
In addition, the Company granted the underwriter a 45-day option to purchase up to an additional shares of common stock and/or up to additional warrants to cover over-allotments, if any. In connection with the closing of the offering, the underwriter partially exercised its over-allotment option and purchased an additional warrants, and the Company issued an aggregate of warrants to 20 individual representatives of the underwriter.
On December 16, 2022 the Company completed an underwritten public offering of shares of the Company’s common stock, at a price to the public of $ per share. Pursuant to the terms of an underwriting agreement, the Company also granted the underwriters a 45-day option to purchase up to an additional shares of common stock solely to cover over-allotments, at the same price per share of $, less the underwriting discounts and commissions. In conjunction with this offering, the Company issued the underwriter and its designees warrants to purchase shares of our common stock at an exercise price of $1.75. The underwriters exercised their over-allotment option and on January 5, 2023, the Company issued an additional shares of its common stock. The Company received net proceeds of $1,621,459 for the issuance of a total of shares of common stock for both the initial and over-allotment offering. In conjunction with the exercise of the over-allotment, the Company issued the underwriter and its designees warrants to purchase shares of our common stock with an exercise price of $1.75.
During the year ended April 30, 2023, in addition to the public offerings, the Company issued shares of common stock, valued at $732,751, in conjunction with the purchase of a 10% equity stake in Caesar Media Group, Inc., shares of common stock, valued at $435,000 to purchase the website and intellectual property of a real-time video conferencing website, shares of common stock in conjunction with a stock subscription agreement with accredited investors, valued at $23,400, and shares of common stock in conjunction with an acquisition agreement that requires shares to be issued by the Company.
On January 5, 2023, the Company announced the formation of the Netcapital Inc. 2023 Omnibus Equity Incentive Plan (the “Plan”), which was subsequently approved by a vote of the shareholders. In January 2023, the Company granted stock options to four individuals to purchase an aggregate of of the Company’s common stock at a price of $ per share and on April 25, 2023 also granted stock options under the Plan to employees, consultants, and directors at an exercise price of $ per share. All stock options in the Plan vest monthly on a straight-line basis over a -year period and expire in years.
In May 2023, the Company issued shares of its common stock, valued at $144,000, in conjunction with a consulting agreement with a business.
On May 23, 2023, the Company entered into a securities purchase agreement with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investors, in a registered direct offering (the “Offering”), shares of the Company’s common stock, par value $ per share, at a price of $ per Share, for aggregate gross proceeds of $1,705,000, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Offering closed on May 25, 2023.
Also, in connection with the Offering, on May 23, 2023, the Company entered into a placement agency agreement with ThinkEquity LLC, pursuant to which, the Company issued warrants to purchase up to shares of common stock at an exercise price of $1.94, which were issued on May 25, 2023.
In July 2023, the Company issued shares of its common stock in consideration of a release from an unrelated third party in conjunction with the settlement of an outstanding debt between such third party and Netcapital Systems LLC.
On July 24, 2023 the Company completed an underwritten public offering of shares of the Company’s common stock, at a price to the public of $ per share for aggregate gross proceeds of $1,207,500, before deducting underwriting discounts and offering expenses payable by the Company. In conjunction with this offering, the Company issued the underwriter, and its designees, warrants to purchase shares of the Company’s common stock at an exercise price of $0.875.
On July 31, 2023 and on October 26, 2023, the Company issued shares of its common stock in conjunction with the purchase of a 10% interest in Caesar Media Group Inc. October 26, 2023, the Company issued shares of its common stock in conjunction with its purchase of MSG Development Corp. (“MSG”), a wholly owned subsidiary. As a result of the issuance to MSG, the equity account for shares to be issued decreased by $ from $ to $. The Company did not receive any proceeds for the issuance of these shares.
On December 27, 2023, the Company completed a public offering of (i) 4,800,000 shares of common stock, par value $ per share, of the Company (the “Common Share”); (ii) 11,200,000 prefunded warrants (the “Prefunded Warrants”) to purchase 11,200,000 shares of Common Stock of the Company (the “Prefunded Warrant Shares”); (iii) 16,000,000 Series A-1 warrants (the “Series A-1 Common Warrants”) to purchase 16,000,000 shares of Common Stock of the Company (the “Series A-1 Common Warrant Shares”) and (iv) 16,000,000 Series A-2 warrants (the “Series A-2 Common Warrants,” together with the Series A-1 Warrants, the “Common Warrants”) to purchase 16,000,000 shares of Common Stock of the Company (the “Series A-2 Common Warrant Shares,” together with the Series A-1 Common Warrants Shares, the “Common Warrant Shares”). The offering price of each Common Share and accompanying Series A-1 Common Warrant and Series A-2 Common Warrant was $, and the offering price of each Prefunded Warrant and accompanying Series A-1 Common Warrant and Series A-2 Common Warrant was $. The Common Shares, Prefunded Warrants, Prefunded Warrant Shares, Series A-1 Common Warrants, Series A-1 Common Warrant Shares, Series A-2 Common Warrants, Series A-2 Common Warrant Shares are collectively referred to as the “Securities.”
Each Common Warrant has an exercise price of $0.25 per share. The Common Warrants became exercisable on February 23, 2024. The Series A-1 Common Warrants expire on February 23, 2029. The Series A-2 Common Warrants expire on August 23, 2025. A holder may not exercise any portion of the Common Warrants to the extent the Purchaser would own more than 4.99% of the outstanding Common Stock immediately after exercise. A holder may increase or decrease this percentage with respect to either the Series A-1 Common Warrants or the Series A-2 Common Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.
The Prefunded Warrants were immediately exercisable and may be exercised at a nominal exercise price of $0.001 per share of Common Stock at any time until all of the Prefunded Warrants are exercised in full. A holder may not exercise any portion of the Prefunded Warrants to the extent the Purchaser would own more than 4.99% of the outstanding Common Stock immediately after exercise. The holder may increase or decrease this percentage with respect to Prefunded Warrants to a percentage not in excess of 9.99%, except that any such increase shall require at least 61 days’ prior notice to the Company.
As compensation to H.C. Wainwright & Co., LLC as the exclusive placement agent in connection with the offering of the Securities (the “Placement Agent”), the Company paid the Placement Agent a cash fee of 7.5% of the aggregate gross proceeds raised in the offering, plus a management fee equal to 1.0% of the gross proceeds raised in the offering and reimbursement of certain expenses and legal fees. The Company also issued warrants to designees of the Placement Agent (the “Placement Agent Warrants”) to purchase up to shares of Common Stock. The Placement Agent Warrants have substantially the same terms as the Common Warrants, except that the Placement Agent Warrants have an exercise price equal to $0.3125 per share and expire on December 27, 2028.
On January 19, 2024, the Company issued shares of common stock upon the exercise of Prefunded Warrants and receipt of the exercise price of $1,390. On January 31, 2024, the Company issued shares of common stock upon the exercise of Prefunded Warrants and receipt of the exercise price of $1,582.
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