Netcapital Announces Intention to Complete a Reverse Stock Split at Special Stockholder Meeting

Netcapital Inc. (the “Company”) (NASDAQ: NCPL, NCPLW), a digital private capital markets ecosystem, intends to file a proxy statement with the Securities and Exchange Commission on or about May 28, 2024 in connection with a special meeting of stockholders to be held on July 24, 2024. The proxy statement will include a proposal for a reverse stock split of its issued and outstanding shares of common stock at a ratio in the range of 1-for-2 to 1-for-100, with the exact range to be determined by the Company’s board of directors.

The reverse stock split to be proposed to the Company’s stockholders in the proxy statement is intended to resolve the issue raised in notice the Company received from the The Nasdaq Stock Market LLC (the “Nasdaq”) on September 1, 2023 regarding the Company's non-compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Specifically, Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Company initially had 180 calendar days, or until February 28, 2024, to regain compliance with the minimum bid price requirement. The Company was unable to regain compliance with the minimum bid price requirement by February 28, 2024. On February 29, 2024, the Company received a letter (the “Extension Notice”) from Nasdaq notifying the Company that its request for an extension to regain compliance with the minimum bid price requirement has been granted, and the Company has an additional 180 calendar days, or until August 26, 2024, to regain compliance with the minimum bid price requirement. Nasdaq’s determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.