Subsequent Events |
12 Months Ended | ||||||
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Apr. 30, 2025 | |||||||
| Subsequent Events [Abstract] | |||||||
| Subsequent Events | Note 14 – Subsequent Events
The Company evaluated subsequent events through the date these financial statements were available to be issued.
In May 2025, the Company completed the sale of debt pursuant to two separate securities purchase agreements with 1800 Diagonal Lending LLC, a Virginia limited liability company, under which it issued the following convertible promissory notes:
On May 1, 2025, the Company completed a private financing transaction with a single accredited investor and issued an unsecured, non-convertible promissory note in the principal amount of $400,000. The note was issued at a 50% OID for gross proceeds of $200,000. The note bears interest at 8% per annum, matures three months from the issuance date, and is prepayable at any time without penalty. In the event of default, the interest rate increases to 20% per annum. The note is due on August 1, 2025.
On June 6, 2025, the Board of Directors approved an amendment to the Netcapital 2023 Omnibus Equity Incentive Plan, as amended (the “2023 Plan”), subject to stockholder approval (the “Amendment”), to:
● Increase the number of shares authorized for issuance under the 2023 Plan to shares; and ●
In conjunction with the Amendment, the Company granted additional non-qualified stock options under the Plan to Martin Kay, Chief Executive Officer, and Coreen Kraysler, Chief Financial Officer, each receiving options. These options:
● Are fully vested as of the grant date; ● Have a four-year term; ● Have an exercise price of $2.68 per share; and ● Are not exercisable unless and until the Amendment is approved by stockholders.
The aggregate grant-date fair value of these options, calculated using the Black-Scholes option pricing model, is $.
On June 9, 2025, the Company also granted stock options under the Plan to Mr. Kay and Ms. Kraysler, each receiving options and an additional options to an employee of the Company. These options:
● Are immediately exercisable and fully vested; ● Have a four-yearterm; ● Have an exercise price of $2.68 per share, which was equal to the fair market value on the grant date; ● Were structured to qualify as incentive stock options to the extent permitted under Section 422 of the Internal Revenue Code. Any excessvalue over the $100,000 statutory threshold will be treated as non-qualified stock options.
The Company also entered into advisory agreements with members of the Crypto and Game Advisory Boards. Each advisor will provide strategic guidance, marketing insight, partnership referrals, and other services relevant to their sector expertise. The initial term of each agreement is eighteen months, extendable by mutual agreement. In consideration, the Company granted non-qualified stock options to the advisors under the Plan, as amended by the Amendment.
In addition, non-qualified stock options were granted to one employee. All stock options:
● Are fully vested as of the grant date (June 6, 2025); ● Are not exercisable unless and until the Amendment is approved by stockholders; ● Have a four-year term from the date of grant; ● Have an exercise price of $2.68 per share, the fair market value on the date of grant.
The aggregate grant-date fair value of the options, calculated under the Black-Scholes option pricing model, is $.
On June 10, 2025, the Company issued an aggregate of shares of its common stock at a purchase price of $ per share in a private placement to ten accredited investors, resulting in gross proceeds of $475,000.
The subscription agreements for this offering contain a price adjustment feature. If the Company issues additional shares below $ per share during the adjustment period, the investors will be entitled to receive additional shares to effectively reduce their purchase price. However, the effective price per share cannot be adjusted below the Minimum Price, which was $ per share, as defined under Nasdaq Rule 5635(d).
Under its existing “at-the-market” program with H.C. Wainwright, the Company filed a prospectus supplement on June 23, 2025, adding $975,000 to its capacity under the ATM program. From June 23, 2025 to June 25 , 2025, we sold shares of our common stock through Wainwright at an average price of approximately $ per share, resulting in aggregate gross proceeds of approximately $974,747, for which it paid Wainwright approximately $29,242 in commissions and other issuance costs of $1,438, resulting in net proceeds to the Company of approximately $944,067.
On June 26, 2025, we entered into a Horizon Software Agreement (the “Horizon Agreement’) with Horizon Globex GmbH, a company incorporated in Switzerland (“Horizon”) pursuant to which Horizon granted the Company a royalty free, paid-up, non-exclusive, perpetual, irrevocable, unrestricted license to use the Licensed Software (as defined in the Horizon Agreement) with our branding and image, in the United States to provide capital-raising and secondary trading services to its clients in consideration for the issuance of shares (the “Horizon Shares”) of our common stock to Horizon or its affiliate. The Horizon Agreement may be terminated by either party upon a default in the performance of any material obligation under the Agreement is not cured within 30-days after receipt of such notice. In addition, the Horizon Agreement may be terminated immediately by either party in the event the other party files or has filed against it any petition for relief under any bankruptcy statute or similar statute of any jurisdiction, or an order for relief in any bankruptcy or reorganization proceeding is entered against the other party and such order remains undischarged for a period of sixty (60) days; or a receiver is appointed for the other Party; or the other party is dissolved or liquidated, or ceases to carry on its business, or makes an assignment for the benefit of its creditors.
On July 2, 2025, the Company entered into a Securities Purchase Agreement with institutional investors to sell shares of common stock at a price of $ per share under a registered direct offering. Each share was sold together with a warrant to purchase one share of common stock, with an exercise price of $6.88 per share. The warrants are immediately exercisable upon issuance for a period of 24 months following the effective date of the resale registration statement. The transaction closed on July 7, 2025, generating gross proceeds of approximately $5 million before placement agent fees and expenses.
On July 16, 2025, the Company entered into a Securities Purchase Agreement with institutional investors to sell shares of common stock at a price of $ per share under a registered direct offering. Each share was sold together with a warrant to purchase one share of common stock, with an exercise price of $4.55 per share. The warrants are exercisable immediately upon issuance for a period of 24 months following the effective date of the resale registration statement. The transaction closed on July 17, 2025, generating gross proceeds of approximately $3 million before placement agent fees and other offering expenses.
In July 2026, the Company issued an aggregate of shares of common stock to warrant holders that exercised warrants to purchase 418,510 shares of common stock on a net exercise basis.
There were no other material subsequent events that required recognition or additional disclosure in these financial statements. |