Netcapital Announces Definitive Agreements for Exercise of 270,861 Warrants at Reduced Price of $1.80/Share, Anticipates Gross Proceeds of $487,549

Netcapital Inc. (the "Company") (NASDAQ:NCPL, NPCLW))), a digital private capital markets ecosystem, today announced the entry into definitive agreements for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 270,861 shares of common stock of the Company originally issued in December 2023 and May 2024, having an exercise price of $10.85 per share, at a reduced exercise price of $1.80 per share. The shares of common stock issuable upon exercise of the warrants are registered pursuant to an effective registration statement on Form S-1 (No. 333-282590). The gross proceeds to the Company from the exercise of the warrants are expected to be approximately $487,549, prior to deducting placement agent fees and estimated offering expenses.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

In consideration for the immediate exercise of the warrants for cash, the Company will issue new unregistered Series A-5 warrants to purchase up to 361,148 shares of common stock and new unregistered Series A-6 warrants to purchase up to 180,574 shares of common stock. The Series A-5 new warrants will have an exercise price of $2.07 per share, will be exercisable six months after issuance, and will expire five years thereafter. The Series A-6 new warrants will have an exercise price of $2.07 per share, will be exercisable six months after issuance and will expire eighteen months thereafter.

The offering is expected to close on or about January 13, 2025, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for general working capital purposes.