S-1 · resale registration
Issued 2025
Proposed maximum
Shares registered
- Filed
- Effective
NCPL$1.48-5.55%
Netcapital Inc.
Sector: Finance ServicesIndustry: Financial - Capital MarketsCountry: USExchange: Nasdaq
Mkt Cap:$11.73M
Float & O/S:
Inst Own:
DilutionScan read 40 of Netcapital Inc.'s SEC filings and found 25 warrant series, 10 convertibles, 1 ATM program, 1 equity line, 2 shelf registrations, 3 S-1 registrations and 8 completed offerings on file for NCPL. The latest dilution event on file is an offering on Oct 14, 2026. Analysis updated Oct 20, 2026.
Signal8 Summary
4d old
NCPL
Collapsing revenue, severe dilution, toxic financing
- Business
- WeakRevenue down 82% to $869K, net loss $28.3M
- Stock risk
- HighShare count +702% YoY, dilution overhang 110%+
Snapshot
Netcapital is a tiny fintech platform whose business shrank sharply: FY 2025 revenue was $869K, down 82% from $5.0M, with a net loss of $28.3M, far exceeding revenue.
What's Happening Right Now
- : On Oct 20, 2026, Netcapital closed a $447K convertible note tranche with Hinterland Partners carrying steep terms: conversion at 85% of the lowest recent price, full-ratchet anti-dilution, and an event of default if market cap falls below $3M; a second $175K tranche depends on curing delinquent SEC reports within 90 days.
- : On Oct 14, 2026, Netcapital said Nasdaq confirmed it regained compliance with the minimum bid price rule after 10 straight days above $1.00, engaged Adeptus Partners as its new auditor for fiscal 2022-2026, but remains delinquent on its FY2026 10-K and Q1 10-Q.
- : Raised $403K in gross proceeds through a private placement (PIPE).
- : Issued a $447K convertible note.
- : Raised $250K in gross proceeds through a private placement (PIPE), with warrants over 250K shares.
Raise routes on file: effective shelf + pending S-1 + effective S-1 · latest dilution event 20 days ago
Overall Risk
Offering Ability
Overhead Supply
Historical
Cash Need
AI dilution summary
The dominant contractual driver and its mechanism, then each further driver ranked.
Latest dilution event
Oct 14, 2026 · Offering
Every warrant, convertible, ATM and shelf, cited to the filing
A free account reads 3 tickers a day in full
$59/mo with 7 days free, or $49/mo billed yearly ($588/yr)
Share count and cash history
Shares outstanding, potential dilution and cash over time
Effective
S-1 · resale registration
Issued 2025
Proposed maximum
Shares registered
- Filed
- Effective
S-1 · resale registration
Issued 2024
Proposed maximum
Shares registered
- Filed
- Effective
Series A-5 Inducement Warrants (Jan 2025)
Issued 2025
Shares Underlying
Exercise Price
Outstanding
- Type
- Anti-Dilution
- Cashless Exercise
- Expiration
Series A-6 Inducement Warrants (Jan 2025)
Issued 2025
Shares Underlying
Exercise Price
Outstanding
- Type
- Anti-Dilution
- Cashless Exercise
- Expiration
Warrant
Issued 2025
Shares Underlying
Exercise Price
Outstanding
- Type
- Anti-Dilution
- Cashless Exercise
- Expiration
Series A-7 Inducement Warrants (Mar 2025)
Issued 2025
Shares Underlying
Exercise Price
Outstanding
- Type
- Anti-Dilution
- Cashless Exercise
- Expiration
Series A-8 Inducement Warrants (Mar 2025)
Issued 2025
Shares Underlying
Exercise Price
Outstanding
- Type
- Anti-Dilution
- Cashless Exercise
- Expiration
July 2025 Investor Warrants #1
Issued 2025
Shares Underlying
Exercise Price
Outstanding
- Type
- Anti-Dilution
- Cashless Exercise
- Expiration
Convertible
Principal
Conversion Price
Remaining principal
- Shares on conversion
- Interest rate
- Maturity
Convertible
Principal
Conversion Price
Remaining principal
- Shares on conversion
- Interest rate
- Maturity
Convertible
Principal
Conversion Price
Remaining principal
- Shares on conversion
- Interest rate
- Maturity
Convertible
Principal
Conversion Price
Remaining principal
- Shares on conversion
- Interest rate
- Maturity
Convertible
Principal
Conversion Price
Remaining principal
- Shares on conversion
- Interest rate
- Maturity
Convertible
Principal
Conversion Price
Remaining principal
- Shares on conversion
- Interest rate
- Maturity
ATM program
Issued 2024
Total capacity
Sold to date
Remaining capacity
- Sales agent
- Agreement date
- Commission
Equity line
Issued 2026
Commitment
Sold to date
Remaining
- Agreement date
- Term ends
- Discount
S-3 shelf registration
Issued 2025
Total capacity
Remaining
- Filed
- Effective
- Expires
- Baby shelf
S-3 shelf registration
Issued 2022
Total capacity
Remaining
- Filed
- Effective
- Expires
- Baby shelf
PIPE
Issued 2026
Gross proceeds
Price per share
- Shares issued
- Warrant coverage
- Placement agent
PIPE
Issued 2026
Gross proceeds
Price per share
- Shares issued
- Warrant coverage
- Placement agent
PIPE
Issued 2026
Gross proceeds
Price per share
- Shares issued
- Warrant coverage
- Placement agent
PIPE
Issued 2026
Gross proceeds
Price per share
- Shares issued
- Warrant coverage
- Placement agent
PIPE
Issued 2026
Gross proceeds
Price per share
- Shares issued
- Warrant coverage
- Placement agent
PIPE
Gross proceeds
Price per share
- Shares issued
- Warrant coverage
- Placement agent
Know who's about to sell into your NCPL trade
Exercise prices, conversion terms, shelf headroom and the filing sentence behind every number.
$59/mo with 7 days free, or $49/mo billed yearly ($588/yr)
