UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: October 31, 2025

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 001-41443

NETCAPITAL INC.

(Exact name of registrant as specified in its charter)

Utah

87-0409951

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

1 Lincoln Street

Boston MA 02111

(Address of principal executive offices)

(781) 925-1700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, par value $0.001 per share	NCPL	The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock	NCPLW	The Nasdaq Stock Market LLC

Indicate by check whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of December 15, 2025 the registrant had 6,867,899 shares of its common stock, par value $0.001 per share, issued and outstanding.

TABLE OF CONTENTS

	Page
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.	5
Condensed Consolidated Balance Sheets as of October 31, 2025 (unaudited) and April 30, 2025	5
Condensed Consolidated Statements of Operations for the three and six months ended October 31, 2025 and 2024 (unaudited)	6
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the six months ended October 31, 2025 and 2024 (unaudited).	7
Condensed Consolidated Statements of Cash Flows for the six months ended October 31, 2025 and 2024 (unaudited)	8
Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	23

Item 3. Quantitative and Qualitative disclosures about Market Risk.	29

Item 4. Controls and Procedures.	29

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.	30

Item1A. Risk Factors.	30

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	31

Item 3. Defaults Upon Senior Securities.	31

Item 4. Mine Safety Disclosures.	31

Item 5. Other Information.	31

Item 6. Exhibits.	32

Signatures.	33

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

This Quarterly Report on Form 10-Q contains forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

●	capital requirements and the availability of capital to fund our growth and to service our existing debt;

●	difficulties executing our growth strategy, including attracting new issuers and investors;

●	our anticipated use of the net proceeds from our recent public offering;

●	all the risks of acquiring one or more complementary businesses, including identifying a suitable target, completing comprehensive due diligence uncovering all information relating to the target, the financial stability of the target, the impact on our financial condition of the debt we may incur in acquiring the target, the ability to integrate the target’s operations with our existing operations, our ability to retain management and key employees of the target, among other factors attendant to acquisitions of small, non-public operating companies;

●	difficulties in increasing revenue per issuer;

●	challenges related to hiring and training fintech employees at competitive wage rates;

●	difficulties in increasing the average number of investments made per investor;

●	shortages or interruptions in the supply of quality issuers;

●	our dependence on a small number of large issuers to generate revenue;

●	negative publicity relating to any one of our issuers;

●	competition from other online capital portals with significantly greater resources than we have;

●	changes in investor tastes and purchasing trends;

●	our inability to manage our growth;

●	our inability to maintain an adequate level of cash flow, or access to capital, to meet growth expectations;

●	changes in senior management, loss of one or more key personnel or an inability to attract, hire, integrate and retain skilled personnel;

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●	labor shortages, unionization activities, labor disputes or increased labor costs, including increased labor costs resulting from the demand for qualified employees;

●	our vulnerability to increased costs of running an online portal with any cloud partner;

●	our vulnerability to increasing labor costs;

●	the impact of governmental laws and regulations;

●	failure to obtain or maintain required licenses;

●	changes in economic or regulatory conditions and other unforeseen conditions that prevent or delay the development of a secondary trading market for shares of equity that are sold on our online portal; and

●	inadequately protecting our intellectual property or breaches of security of confidential user information.

You are cautioned that all forward-looking statements involve risks and uncertainties. We undertake no obligation to amend this Form 10-Q or our annual report on Form 10-K or revise publicly these forward-looking statements (other than pursuant to reporting obligations imposed on registrants pursuant to applicable federal securities laws) to reflect subsequent events or circumstances.

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may include market data, industry statistics, and forecasts derived from internal company surveys, independent market research, publicly available information, governmental reports, and third-party industry publications. While we believe these sources to be reliable, we have not independently verified the accuracy or completeness of such data, and we cannot guarantee their accuracy. Any estimates or forecasts involve assumptions and are subject to risks and uncertainties.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NETCAPITAL INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	October 31, 2025 (Unaudited)			April 30, 2025 (Audited)
Assets:
Cash and cash equivalents	$	1,684,188		$	289,428
Accounts receivable, net		12,471			78,649
Other receivables		11,041			-
Prepaid expenses		298,907			31,535
Total current assets		2,006,607			399,612

Deposits		6,300			6,300
Notes receivable - related parties		50,000			50,000
Purchased technology, net		17,519,791			14,697,529
Equity securities at fair value		5,856,700			5,748,050
Total assets	$	25,439,398		$	20,901,491

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,277,326		$	2,941,108
Accrued expenses		199,717			269,971
Deferred revenue		300			330
Interest payable		105,133			100,797
Short-term promissory notes		-			263,437
Current portion of SBA loans		1,889,960			1,885,800
Loan payable - bank		34,324			34,324
Total current liabilities		3,506,760			5,495,767

Long-term liabilities:
Long-term SBA loans, less current portion		495,840			500,000
Total liabilities		4,002,600			5,995,767

Commitments and contingencies		-			-

Stockholders’ equity:
Common stock, $.001 par value; 900,000,000 shares authorized, 4,917,899 and 2,192,226 shares issued and outstanding		4,918			2,192
Shares to be issued		-			200,000
Capital in excess of par value		55,025,183			42,525,294
Retained earnings (deficit)		(33,593,303	)		(27,821,762	)
Total stockholders’ equity		21,436,798			14,905,724
Total liabilities and stockholders’ equity	$	25,439,398		$	20,901,491

See Accompanying Notes to the Condensed Consolidated Financial Statements

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NETCAPITAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	October 31, 2025			October 31, 2024			October 31, 2025			October 31, 2024

Revenues	$	51,076		$	170,528		$	241,134		$	312,755
Cost of revenues		1,877			19,781			9,286			30,001
Gross profit		49,199			150,747			231,848			282,754

Costs and expenses:
Consulting expense		88,635			79,645			160,686			177,026
Rent		21,300			19,442			44,152			38,558
Payroll and payroll related expenses		856,433			749,701			2,649,883			1,886,294
General and administrative costs		1,202,288			1,504,390			2,782,232			2,891,544
Total costs and expenses		2,168,656			2,353,178			5,636,953			4,993,422
Operating income (loss)		(2,119,457	)		(2,202,431	)		(5,405,105	)		(4,710,668	)

Other income (expense):
Interest expense		(12,204	)		(9,601	)		(48,271	)		(20,065	)
Interest income		11,041			400			11,041			800
Amortization of intangible assets		(8,869	)		(8,869	)		(17,738	)		(17,738	)
Unrealized gain on equity securities		-			-			44,945			-
Accretion on short-term notes		-			-			(356,413	)		-
Total other income (expense)		(10,032	)		(18,070	)		(366,436	)		(37,003	)
Net income (loss) before taxes		(2,129,489	)		(2,220,501	)		(5,771,541	)		(4,747,671	)
Income tax expense (benefit)		-			-			-			-
Net income (loss)	$	(2,129,489	)	$	(2,220,501	)	$	(5,771,541	)	$	(4,747,671	)

Basic earnings (loss) per share	$	(0.44	)	$	(2.34	)	$	(1.50	)	$	(6.58	)
Diluted earnings (loss) per share	$	(0.44	)	$	(2.34	)	$	(1.50	)	$	(6.58	)

Weighted average number of common shares outstanding:
Basic		4,810,381			947,459			3,841,880			721,389
Diluted		4,810,381			947,459			3,841,880			721,389

See Accompanying Notes to the Condensed Consolidated Financial Statements

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NETCAPITAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Six Months Ended October 31, 2025 and 2024 (Unaudited)

	Shares		Amount		Be Issued			Par Value			(Deficit)			Equity
	Common Stock				Shares to			Capital in Excess of			Retained Earnings			Total
	Shares		Amount		Be Issued			Par Value			(Deficit)			Equity
Balance April 30, 2024		326,867	$	327	$	122,124		$	37,338,594		$	479,563		$	37,940,608

Vesting of stock options		-		-		-			278,742			-			278,742
Round up of fractional shares		-		-		140			(140	)		-			-
Warrant exercise		252,286		252		-			1,955,392			-			1,955,644
Reduction in shares to be issued		139,489		140		(140	)		-			-			-
Sale of common stock		1,122,693		1,123		-			1,977,877			-			1,979,000
Net loss six months ended October 31, 2024		-		-		-						(4,747,671	)		(4,747,671	)
Balance October 31, 2024		1,841,335		1,842		122,124			41,550,465			(4,268,108	)		37,406,323

Balance April 30, 2025		2,192,226		2,192		200,000			42,525,294			(27,821,762	)		14,905,724
Balance		2,192,226		2,192		200,000			42,525,294			(27,821,762	)		14,905,724
Vesting of stock options		-		-		-			655,444			-			655,444
Reduction in shares to be issued		54,421		55		(200,000	)		199,945			-			-
Debt conversion		138,686		139		-			299,861			-			300,000
Purchase of software license		500,000		500		-			2,839,500			-			2,840,000
Warrant exercise		269,267		269		-			(269	)		-			-
Sale of common stock		1,763,299		1,763		-			8,505,408			-			8,507,171
Net loss six months ended October 31, 2025		-		-		-			-			(5,771,541	)		(5,771,541	)
Net loss		-		-		-			-			(5,771,541	)		(5,771,541	)
Balance October 31, 2025		4,917,899	$	4,918	$	-		$	55,025,183		$	(33,593,303	)	$	21,436,798
Balance		4,917,899	$	4,918	$	-		$	55,025,183		$	(33,593,303	)	$	21,436,798

See Accompanying Notes to the Condensed Consolidated Financial Statements

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NETCAPITAL INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended			Six Months Ended
	October 31, 2025			October 31, 2024
OPERATING ACTIVITIES
Net income (loss)	$	(5,771,541	)	$	(4,747,671	)
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation		655,444			278,742
Receipt of equity in lieu of cash		(63,705	)		(24,875	)
Unrealized gain on equity securities		(44,945	)		-
Accretion of short-term notes		356,413			-
Amortization of intangible assets		17,738			17,738
Changes in non-cash working capital balances:
Accounts receivable		66,178			117,698
Other receivables		(11,041	)		(800	)
Prepaid expenses		(267,372	)		(6,816	)
Accounts payable and accrued expenses		(1,734,036	)		911,387
Deferred revenue		(30	)		(57	)
Accrued interest payable		4,336			3,567
Net cash used in operating activities		(6,792,561	)		(3,451,087	)

FINANCING ACTIVITIES
Payment of short-term notes		(619,850	)		-
Proceeds from short-term notes		300,000			-
Proceeds from exercise of warrants		-			1,955,644
Proceeds from sale of common stock		8,507,171			1,979,000
Net cash provided by financing activities		8,187,321			3,934,644

Net increase (decrease) in cash		1,394,760			483,557
Cash and cash equivalents, beginning of the period		289,428			863,182
Cash and cash equivalents, end of the period	$	1,684,188		$	1,346,739

Supplemental disclosure of cash flow information:
Cash paid for taxes	$	-		$	-
Cash paid for interest	$	16,323		$	16,498

Supplemental Non-Cash Financing Information:
Common stock issued for perpetual Horizon software license	$	2,840,000			-
Stock issued for debt conversion	$	300,000			-

See Accompanying Notes to the Condensed Consolidated Financial Statements

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NETCAPITAL INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1– Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of Netcapital Inc. (the “Company”) have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three- and six-month periods ended October 31, 2025, are not necessarily indicative of the results that may be expected for the fiscal year ended April 30, 2026. For further information, refer to the audited financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended April 30, 2025.

Reverse Stock Split

On July 29, 2024, following shareholder approval we filed articles of amendment (the “Articles of Amendment”) to our Articles of Incorporation, as amended, with the Utah Department of Commerce, Division of Corporations and Commercial Code to effectuate a 1-for-70 reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of common stock, which Articles of Amendment became effective on August 1, 2024. The Reverse Stock Split became effective at 4:01 pm Eastern Time on August 1, 2024, and our common stock began trading on a split-adjusted basis at the open of trading on The Nasdaq Capital Market on August 2, 2024. Upon effectiveness of the Reverse Stock Split, every seventy (70) shares of our common stock issued and outstanding were automatically reclassified and combined into one share of our common stock, without any change in the par value per share. Additionally, equitable adjustments corresponding to the Reverse Stock Split ratio were made to (i) the exercise prices of and number of shares of common stock underlying the Company’s public and private warrants in accordance with their terms, (ii) the number of shares of common stock underlying the Company’s outstanding equity awards in accordance with their terms, and (iii) the number of shares of common stock issuable under the Company’s equity incentive plan. No fractional shares were issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share instead became entitled to receive one whole share of Common Stock in lieu of such fractional share. Following the Reverse Stock Split, we had 718,934 shares of our common stock outstanding, which includes 139,781 shares of our common stock that were issued for rounding up fractional shares resulting from the Reverse Stock Split. All share and per share data in the accompanying financial statements have been retroactively adjusted to reflect the effect of the Reverse Stock Split.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries after the elimination of significant intercompany balances and transactions. The wholly owned subsidiaries are Netcapital Funding Portal Inc., an equity-based funding portal registered with the SEC, Netcapital Advisors Inc., which provides marketing and strategic advice to select companies, MSG Development Corp, a business valuation company, which was acquired in November 2021, and Netcapital Securities Inc., which was organized in 2024 and was approved by FINRA to operate as a broker dealer.

Business segments

The Company operates in a single operating segment, which is the provision of fintech services. This determination is based on the following factors:

Centralized Decision-Making: The Company’s Chief Executive Officer, who is the Chief Operating Decision Maker (CODM), makes strategic and resource allocation decisions across all subsidiaries and entities within the Company. This centralized approach ensures that the operations are managed as a single, cohesive unit.

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	2.	Integrated Operational Ecosystem: The Company’s subsidiaries and entities operate within a unified fintech ecosystem, sharing resources, technology, and objectives. This integration reflects a singular operational framework focused on delivering cohesive fintech solutions.

	3.	Uniform Review Process: The performance of all entities and subsidiaries is reviewed as a whole by the CODM. This holistic review process supports the identification of the Company as a single operating segment rather than discrete financial segments.

Use of Estimates

Preparation of condensed consolidated financial statements in conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, accounts receivable, valuation of equity securities, income taxes, and valuation of long-lived assets including intellectual property and purchased technology. These estimates are based on management’s knowledge of current events, interpretation of regulations, and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.

Significant Accounting Policies

There have been no material changes to our significant accounting policies from our Annual Report on Form 10-K for the fiscal year ended April 30, 2025.

Recent Accounting Pronouncements

In March 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses. This ASU requires public companies to provide additional disclosures on the nature and amount of certain expense line items, such as employee compensation, depreciation, and other costs, to improve transparency of operating results. The standard is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of the standard on its future financial statement disclosures.

In January 2024, the FASB issued ASU 2024-01, Compensation—Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards. This ASU includes illustrative examples to clarify when profits interest awards or similar arrangements should be accounted for under ASC 718. The standard is effective for public companies for fiscal years beginning after December 15, 2024.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.

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Note 2 – Concentrations

For the three months ended October 31, 2025, the Company had one customer that constituted 23% of revenues, a second customer that constituted 13% of revenues and a third customer that accounted for 10% of revenues. For the six months ended October 31, 2025, the Company had one customer that constituted 58% of revenues. For the three and six months ended October 31, 2024, the Company had one customer that constituted 44% and 24% of revenues, respectively.

Note 3 – Revenue Recognition

Revenue Recognition under ASC 606

The Company recognizes service revenue from its consulting contracts, funding portal and game website using the five-step model as prescribed by ASC 606:

●	Identification of the contract, or contracts, with a customer.

●	Identification of the performance obligations in the contract.

●	Determination of the transaction price.

●	Allocation of the transaction price to the performance obligations in the contract; and

●	Recognition of revenue when or as the Company satisfies a performance obligation.

The Company identifies performance obligations in contracts with customers, which primarily are professional services, listing fees on our funding portal, and a portal fee of 4.9% of the money raised on the funding portal. The transaction price is determined based on the amount the Company expects to be entitled to receive in exchange for transferring the promised services to the customer. The transaction price in the contract is allocated to each distinct performance obligation in an amount that represents the relative amount of consideration expected to be received in exchange for satisfying each performance obligation. Revenue is recognized when performance obligations are satisfied. The Company usually bills its customers before it provides any services and begins performing services after the first payment is received. Contracts are typically one year or less. For larger contracts, in addition to the initial payment, the Company may allow for progress payments throughout the term of the contract.

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Judgments and Estimates

The estimation of variable consideration for each performance obligation requires the Company to make subjective judgments. The Company enters into contracts with customers that regularly include promises to transfer multiple services, such as digital marketing, web-based videos, offering statements, and professional services. For arrangements with multiple services, the Company evaluates whether the individual services qualify as distinct performance obligations. In its assessment of whether a service is a distinct performance obligation, the Company determines whether the customer can benefit from the service on its own or with other readily available resources, and whether the service is separately identifiable from other services in the contract. This evaluation requires the Company to assess the nature of each individual service offering and how the services are provided in the context of the contract, including whether the services are significantly integrated, highly interrelated, or significantly modify each other, which may require judgment based on the facts and circumstances of the contract.

When agreements involve multiple distinct performance obligations, the Company allocates arrangement consideration to all performance obligations at the inception of an arrangement based on the relative standalone selling prices (SSP) of each performance obligation. Where the Company has standalone sales data for its performance obligations which are indicative of the price at which the Company sells a promised service separately to a customer, such data is used to establish SSP. In instances where standalone sales data is not available for a particular performance obligation, the Company estimates SSP by the use of observable market and cost-based inputs. The Company continues to review the factors used to establish list price and will adjust standalone selling price methodologies as necessary on a prospective basis.

Service Revenue

Service revenue from subscriptions to the Company’s game website is recognized over time on a ratable basis over the contractual subscription term beginning on the date that the platform is made available to the customer. Payments received in advance of subscription services being rendered are recorded as a deferred revenue. Professional services revenue is recognized over time as the services are rendered.

When a contract with a customer is signed, the Company assesses whether collection of the fees under the arrangement is probable. The Company estimates the amount to reserve for uncollectible amounts based on the aging of the contract balance, current and historical customer trends, and communications with its customers. These reserves are recorded as operating expenses against the contract assets.

Contract Assets

Contract assets are recorded for those parts of the contract consideration not yet invoiced but for which the performance obligations are completed. The revenue is recognized when the customer receives services. Contract assets are included in other current assets in the consolidated balance sheets and will be recognized during the succeeding twelve-month period.

Deferred Revenue

Deferred revenues represent billings or payments received in advance of revenue recognition and are recognized upon transfer of control. Balances consist primarily of annual plan subscription services and professional services not yet provided as of the balance sheet date. Deferred revenues that will be recognized during the succeeding twelve-month period are recorded as current deferred revenues in the consolidated balance sheets, with the remainder recorded as other non-current liabilities in the consolidated balance sheets.

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Costs to Obtain a Customer Contract

Sales commissions and related expenses are considered incremental and recoverable costs of acquiring customer contracts. These costs are capitalized as other current or non-current assets and amortized on a straight-line basis over the life of the contract, which approximates the benefit period. The benefit period was estimated by taking into consideration the length of customer contracts, technology lifecycle, and other factors. All sales commissions are recorded as consulting fees within the Company’s consolidated statement of operations.

Remaining Performance Obligations

The Company’s subscription terms are typically less than one year. All of the Company’s revenues in the three and six months ended October 31, 2025, which amounted to $51,076 and $241,134, respectively, are considered contract revenues. Contract revenue as of October 31, 2025 and April 30, 2025, which has not yet been recognized, amounted to $300 and $330, respectively, and is recorded on the balance sheet as deferred revenue. The Company expects to recognize revenue on all of its remaining performance obligations over the next 12 months.

Disaggregation of Revenue

Revenue is from U.S.-based companies with no notable geographical concentrations in any area. A distinction exists in revenue source; revenues are either generated online or from consulting services.

Revenues disaggregated by revenue source consist of the following:

Schedule of Disaggregation of Revenue

	Three Months Ended Oct. 31, 2025		Three Months Ended Oct. 31, 2024		Six Months Ended Oct. 31, 2025		Six Months Ended Oct. 31, 2024
Consulting services	$	-	$	-	$	-	$	-
Fees from online services		51,076		170,528		241,134		312,755
Total revenues	$	51,076	$	170,528	$	241,134	$	312,755

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Note 4 – Earnings Per Common Share

Net income per common and diluted share were calculated as follows for the three- and six-month periods ended October 31, 2025 and 2024:

Schedule of Earnings Per Share

	Three Months Ended October 31, 2025			Three Months Ended October 31, 2024			Six Months Ended October 31, 2025			Six Months Ended October 31, 2024
Net income (loss) attributable to common stockholders – basic	$	(2,129,489	)	$	(2,220,501	)	$	(5,771,541	)	$	(4,747,671	)
Adjustments to net income		—			—			—			—
Net income (loss) attributable to common stockholders – diluted	$	(2,129,489	)	$	(2,220,501	)	$	(5,771,541	)	$	(4,747,671	)

Weighted average common shares outstanding - basic		4,810,381			947,459			3,841,880			721,389
Effect of dilutive securities		—			—			—			—
Weighted average common shares outstanding – diluted		4,810,381			947,459			3,841,880			721,389

Earnings (loss) per common share - basic	$	(0.44	)	$	(2.34	)	$	(1.50	)	$	(6.58	)
Earnings (loss) per common share - diluted	$	(0.44	)	$	(2.34	)	$	(1.50	)	$	(6.58	)

Outstanding vested warrants to purchase 2,317,723 shares of common stock are not included in the calculation of earnings per share for the three- and six-month periods ended October 31, 2025, because their effect is anti-dilutive. Outstanding vested warrants to purchase 885,727 shares of common stock are not included in the calculation of earnings per share for the three- and six-month periods ended October 31, 2024, because their effect is anti-dilutive.

Outstanding vested options to purchase 130,494 shares of common stock are not included in the calculation of earnings per share for the three- and six-month periods ended October 31, 2025 because their effect is anti-dilutive.

Outstanding vested options to purchase 12,787 shares of common stock are not included in the calculation of earnings per share for the three- and six-month periods ended October 31, 2024 because their effect is anti-dilutive.

3 shares of common stock that are issuable pursuant to a stock subscription agreement are not included in the calculation of diluted earnings per share for the three and six months ended October 31, 2024 because their effect is anti-dilutive.

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Note 5 – Principal Financing Arrangements

The following table summarizes components debt as of October 31, 2025 and April 30, 2025:

Schedule of Debt

	October 31, 2025		April 30, 2025		Interest Rate

U.S. SBA loan	$	500,000	$	500,000		3.75	%
U.S. SBA loan		1,885,800		1,885,800		1.0	%
Loan payable – bank		34,324		34,324		9.75	%
Convertible promissory notes		—		161,787		12.0	%
Notes payable		—		101,650		8.0	%
Total Debt		2,420,124		2,683,561
Less: current portion of long-term debt		1,924,284		2,183,561
Total long-term debt	$	495,840	$	500,000

The Company owes $34,324 as of October 31, 2025 and April 30, 2025 to Chase Bank. For the loan from Chase Bank, the Company pays interest only on a monthly basis, which is calculated at a rate of 9.75% per annum as of October 31, 2025.

On June 17, 2020 the Company borrowed $500,000 (the “June Loan”), and on February 2, 2021, the Company borrowed $1,885,800 (the “February Loan”) from a U.S. Small Business Administration (“SBA”) loan program.

The June Loan required instalment payments of $2,437 monthly, beginning on June 17, 2021, over a term of thirty years. However, the SBA postponed the first instalment payment for 18 months, and the first payment became due on December 17, 2022. The monthly payments of $2,437 are first applied to accrued interest payable. The monthly payments will not be applied to any of the outstanding principal balance until August 17, 2026. Consequently, the $495,840 is classified as a long-term liability and $4,160 is classified as a current liability. Interest accrues at a rate of 3.75% per annum. The Company agreed to grant a continuing security interest in its assets to secure payment and performance of all debts, liabilities, and obligations to the SBA. The June Loan was personally guaranteed by the Company’s Chief Financial Officer. Accrued interest payable on the June Loan amounted to $15,441 and $20,611 as of October 31, 2025 and April 30, 2025, respectively.

The February Loan bears interest at a rate of 1% per annum and the due date of the first payment has been postponed by the SBA because the Company has applied for forgiveness of the February Loan. Accrued interest payable on the February Loan amounted to $89,692 and $80,186 as of October 31, 2025 and April 30, 2025, respectively.

On March 26, 2025, the Company entered into a Securities Purchase Agreement with 1800 Diagonal Lending LLC (the “Lender”), pursuant to which the Company issued a promissory note in the principal amount of $181,540 (the “Note”). The Note was issued with an original issue discount (“OID”) of $25,040, and the Company received net proceeds of $150,000 after deducting legal and due diligence fees.

As of April 30, 2025, the unamortized original issue discount was $19,753, and the Note was recorded on the balance sheet at its net carrying amount of $161,787.

The Note included a one-time interest charge of 12% and was scheduled to mature on January 30, 2026. The Note required repayment in five monthly instalments beginning on September 30, 2025, for a total contractual repayment amount of $203,324. Under the terms of the Note, the Company had the option to prepay the outstanding balance. On July 8, 2025, the Company exercised this option and paid the Note in full with a remittance of $197,225.

On April 29, 2025, the Company entered into a private financing transaction with a single accredited investor and issued an unsecured, non-convertible promissory note in the principal amount of $200,000. The note was issued at a 50% OID for gross proceeds of $100,000. The note contained interest at 8% per annum, matured on July 31, 2025, and was prepayable at any time without penalty. In the event of default, the interest rate increased to 20% per annum. As of October 31, 2025, the note and accrued interest was paid in full. As of April 30, 2025, the unamortized OID was $98,350, and the note was recorded on the balance sheet at a net carrying amount of $101,650.

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:

	●	A convertible promissory note in the principal amount of $61,360, for a purchase price of $52,000, reflecting an original issue discount of $9,360. The note carried a one-time interest charge of 12% and is repayable in ten (10) monthly payments of $6,872.30 beginning May 30, 2025. The Company prepaid the note in full on July 8, 2025, with a remittance of $52,779 after having made two of the 10 scheduled monthly payments.
	●	A second convertible bridge note in the principal amount of $64,960, for a purchase price of $56,000, with an original issue discount of $8,960. The note also carried a 12% one-time interest charge and is repayable in five (5) monthly payments beginning October 30, 2025. It shares the same maturity date and default-based conversion rights as the first note. The Company prepaid the note in full on July 8, 2025, with a remittance of $69,845.

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 contained interest at 8% per annum, matured three months from the issuance date, or August 1, 2025, and was prepayable at any time without penalty. In the event of default, the interest rate increased to 20% per annum. As of October 31, 2025, the note and accrued interest were paid in full.

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Note 6 – Income Taxes

For the three and six months ended October 31, 2025 and 2024, the Company recorded no income tax expense due to the net loss recorded in each period.

Note 7 – Related Party Transactions

Netcapital Systems LLC, a Delaware limited liability company (“Systems DE”), of which Jason Frishman, Founder, owns a 29% interest, owns 24,447 shares of common stock, or 0.5% of the Company’s 4,917,899 outstanding shares as of October 31, 2025. The Company paid Systems DE $0 and $285,000 in the three- and six-month periods ended October 31, 2025, respectively, and $95,000 in the three- and six-month periods ended October 31, 2024, for use of the software that runs the website www.netcapital.com. As of October 31, 2025 and April 30, 2025, the Company has accounts payable to Systems DE of $190,000 and $285,000, respectively.

Cecilia Lenk, the Chief Executive Officer of Netcapital Advisors Inc., (“Advisors”), our wholly owned subsidiary, is a member of the board of directors of KingsCrowd Inc. As of October 31, 2025 and April 30, 2025, the Company owned 3,209,685 shares of KingsCrowd Inc., valued at $577,743.

Cecilia Lenk, the Chief Executive Officer of Advisors is a member of the board of directors of Deuce Drone LLC. As of October 31, 2025 and April 30, 2025, the Company owns 2,350,000 membership interest units of Deuce Drone LLC, valued at $0.

Compensation to officers in the three- and six-month periods ended October 31, 2025 consisted of stock-based compensation valued at $93,896 and $564,495, respectively, and cash salary of $292,357 and $990,099, respectively.

Compensation to officers in the three- and six-month periods ended October 31, 2024 consisted of stock-based compensation valued at $139,371 and $278,742, respectively, and cash salary of $184,623 and $525,017, respectively.

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Compensation to a related party employee, John Fanning Jr., son of our CFO, for the three- and six-month periods ended October 31, 2025 consisted of cash wages of $11,600 and $25,700, respectively and in the three- and six-month periods ended October 31, 2024 consisted of cash wages of $9,239 and $22,017, respectively. This employee is also the controlling shareholder of Zelgor Inc. (“Zelgor”). As of October 31, 2025 and April 30, 2025, the Company has a note receivable of $50,000 from Zelgor and the Company owned 1,400,000 shares of Zelgor, which are valued at $1,400,000. Accrued interest receivable, at a rate of 5% per annum on the Zelgor note, amounted to $11,041 as of October 31, 2025.

On June 8, 2025, the Company granted stock options to purchase an aggregate of 55,000 shares of our common stock to our former Chief Executive Officer, Martin Kay, and 55,000 shares to our Chief Financial Officer, Coreen Kraysler. The options have an exercise price of $2.68, are fully vested, and expire on June 8, 2029. Mr. Kay resigned as an officer and director on December 3, 2025.

Coreen Kraysler, our Chief Financial Officer, has personally guaranteed a $500,000 promissory note from the U.S. Small Business Administration. The note bears interest at an annual rate of 3.75%, has a 30-year term, and monthly payments of $2,437 began on December 17, 2022.

Mr. John Fanning is an advisor to the Company and is the husband of the Company’s Chief Financial Officer. The Company does not have a formal advisory contract with Mr. Fanning. Further, from time to time, Mr. Fanning provides advice to companies in which the Company either owns an equity position, conducted offerings on the Company’s funding portal, and/or are vendors in the Company’s ecosystem. The Company is also aware of a website that states that John Fanning is working or has been involved in the past with some of the portfolio companies that conducted offerings on the Company’s funding portal, including KingsCrowd and Zelgor. See above for a discussion of the related party interests with respect to each of KingsCrowd and Zelgor.

Note 8 – Stockholders’ Equity

On March 25, 2025, the Company filed articles of amendment (the “Articles of Amendment”) to our Articles of Incorporation, as amended, with the Utah Department of Commerce, Division of Corporations and Commercial Code to authorize 10,000,000 shares of “blank check” preferred stock. Following the filing of the Articles of Amendment, the Company has the authority to issue 910,000,000 shares of capital stock, such total shares consisting of (i) 900,000,000 shares of common stock and (ii) 10,000,000 shares of preferred stock. There were 4,917,899 and 2,192,226 shares of the Company’s common stock outstanding as of October 31, 2025 and April 30, 2025, respectively. No preferred shares have been issued.

On May 24, 2024, the Company entered into inducement offer letter agreements with certain investors that held certain outstanding Series A-2 warrants to purchase up to an aggregate of 204,572 shares of our common stock with an exercise price of $17.50 per share, originally issued in December 2023 at a reduced exercise price of $10.85 per share (which reduced exercise price was granted to all holders on Series A-2 warrants by the board on May 24, 2024) in partial consideration for the Company’s agreement to issue in a private placement (i) new Series A-3 common stock purchase warrants to purchase up to 253,947 shares of our common stock at an exercise price of $8.74 per share and (ii) new Series A-4 common stock purchase warrants to purchase up to 253,947 shares of our common stock at an exercise price of $8.74 per share for aggregate gross proceeds of approximately $2.2 million from the exercise of the existing warrants, before deducting placement agent fees and other expenses payable by the Company. The Series A-3 Warrants and Series A-4 Warrants are exercisable beginning on the effective dates of stockholder approval of the issuance with such warrants expiring on (i) the five year anniversary of the initial exercise date for the Series A-3 Warrants and (ii) the eighteen month anniversary of the initial exercise date for the Series A-4 Warrants. This transaction closed on May 29, 2024. Wainwright was the exclusive agent for the transaction for which we paid them a cash fee equal to 7.5% from the exercise of the Series A-2 warrant at the reduced exercise price and a management fee equal to 1.0% of such aggregate gross proceeds. The Company also issued warrants to designees of Wainwright to purchase up to 19,048 shares of our common stock at an exercise price of $10.93 per share.

On August 23, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with Wainwright to sell shares of our common stock, par value $0.001 per share, (the “Shares”) having an aggregate sales price of up to $2,100,000, from time to time, through an “at the market offering” program under which Wainwright acted as sales agent. The sales of the Shares made under the ATM Agreement were made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We paid Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares. From August 23, 2024 through October 29, 2024, the Company sold 1,122,693 shares of its common stock through Wainwright pursuant to the ATM Agreement for gross proceeds of $2,099,667 for which it paid Wainwright approximately $70,667 in commissions and other issuance costs of $50,000, resulting in net proceeds to the Company of approximately $1,979,000. No additional Shares will be sold under this ATM Agreement.

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On January 9, 2025, the Company entered into inducement offer letter agreements with certain investors that held certain outstanding warrants to purchase up to an aggregate of 270,861 shares of the Company’s common stock, that were originally issued to the warrant holders in December 2023 and May 2024 (the “Existing Warrants”). The Existing Warrants had an exercise price of $10.85 per share. Pursuant to the inducement letter agreements, the warrant holders agreed to exercise for cash the Existing Warrants at a reduced exercise price of $1.80 per share in partial consideration for the Company’s agreement to issue in a private placement (x) new Series A-5 Common Stock purchase warrants (the “Series A-5 Warrants”) to purchase up to 361,148 shares of our common stock and (y) new Series A-6 Common Stock Purchase Warrants (the “Series A-6 Warrants” and, together with the Series A-5 Warrants, the “New Warrants”) to purchase up to 180,574 shares of common stock. The New Warrants are exercisable beginning on July 13, 2025 (the “Initial Exercise Date”), with such warrants expiring on (i) the five year anniversary of the Initial Exercise Date for the Series A-5 Warrants and (ii) the eighteen month anniversary of the Initial Exercise Date for the Series A-6 Warrants.

The closing of the transactions contemplated by the inducement letters agreements occurred on January 13, 2025. The Company received aggregate gross proceeds of approximately $487,000 from the exercise of the Existing Warrants by the warrant holders, before deducting placement agent fees and other expenses payable by the Company. The Company also issued warrants, that expire on July 15, 2030, to designees of Wainwright to purchase up to 20,315 shares of our common stock at an exercise price of $2.25 per share.

On March 5, 2025, the Company entered into inducement offer letter agreements with certain warrant holders to exercise 79,558 outstanding warrants for cash at a reduced exercise price of $1.80 per share (previously $8.74 per share). In consideration, the Company issued Series A-7 and Series A-8 Common Stock Purchase Warrants to purchase an aggregate of 159,116 shares of common stock at an exercise price of $2.03. The Series A-7 Warrants expire five years from their initial exercise date of September 5, 2025, and the Series A-8 Warrants expire eighteen months from the same date.

The transaction closed on March 6, 2025, generating gross proceeds of approximately $143,000, before deducting fees and expenses.

As of April 30, 2025, the Company owed $200,000 to an investor relations consulting firm for services rendered, which was payable in shares of common stock. The liability was recorded as “shares to be issued” as of April 30, 2025. The related shares were issued on July 21, 2025.

On June 8, 2025, the Company granted 55,000 stock options under the 2023 Omnibus Equity Incentive Plan to each of Martin Kay, Chief Executive Officer, and Coreen Kraysler, Chief Financial Officer. These options have an exercise price of $2.68 per share, vest immediately and expire in 4 years.

On June 10, 2025, the Company issued an aggregate of 118,750 shares of its common stock at a purchase price of $4.00 per share in a private placement to ten accredited investors, resulting in gross proceeds of $475,000.

The subscription agreements for this private placement contained a price adjustment feature which provided that if the Company issues shares of common stock below $4.00 per share at any time prior February 19, 2026, the investors in the June 10, 2025 private placement would be entitled to receive additional shares to effectively reduce their purchase price to such lower price; provided that the effective price per share could not be adjusted below the Minimum Price, which was $2.68 per share, as defined under Nasdaq Rule 5635(d). On September 16, 2025, the Company issued a total of 59,147 shares of common stock to the investors in the June 10, 2025 private placement in consideration of the adjustment provision contained in their subscription agreements which provided that if the Company issues shares of common stock below $4.00 per share at any time prior February 19, 2026 the investors in the June 10, 2025 private placement would be entitled to receive additional shares to effectively reduce their purchase price to $2.68 per share.

On September 16, 2025, the Company entered into a settlement agreement with the noteholder of a $200,000 note with a 50% original issue discount issued on April 29, 2025 and a maturity date of July 31, 2025 to settle the $209,272 outstanding on the $200,000 note on such date, which amount includes accrued interest of $9,272. Under the terms of the settlement agreement the parties agreed that such $200,000 note was fully paid in complete satisfaction upon the Company paying $104,636 and issuance of $104,636 of the Company’s common stock (46,258 shares at a price equal to $2.262 per share (which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)) in full satisfaction of the outstanding note.

On September 16, 2025, the Company entered into a settlement agreement with the noteholder of a $400,000 note with a 50% original issue discount issued on May 1, 2025 and a maturity date of August 1, 2025 to settle the $418,148 outstanding on the $400,000 note on such date, which amount includes accrued interest of $18,148. Under the terms of the settlement agreement the parties agreed that the such $400,000 note was fully paid in complete satisfaction upon the Company paying $209,074 and issuance of $209,074 of the Company’s common stock (92,428 shares at a price equal to $2.262 per share (which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)) in full satisfaction of the outstanding note.

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Note 9 – Fair Value

The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

	●	Level 1: inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the company has the ability to access at the measurement date.

	●	Level 2: inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

	●	Level 3: inputs are unobservable inputs for the asset or liability.

Financial assets measured at fair value on a recurring basis are summarized below as of October 31, 2025 and April 30, 2025:

	Level 1		Level 2		Level 3		Total
October 31, 2025
Equity securities at fair value	$	—	$	5,856,700	$	—	$	5,856,700

April 30, 2025
Equity securities at fair value	$	—	$	5,748,050	$	—	$	5,748,050

Under the Fair Value Measurements Topic of the FASB Accounting Standards Codification, the Company bases fair value on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy. Fair value measurements for assets and liabilities where there exists limited or no observable market data and, therefore, are based primarily upon management’s own estimates, are often calculated based on current pricing policy, the economic and competitive environment, the characteristics of the asset or liability and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used.

Note 10 – Stock-Based Compensation Plans

In addition to cash payments, the Company enters agreements to issue common stock and records the applicable non-cash expense in accordance with the authoritative guidance of the Financial Accounting Standards Board.

For the three and six months ended October 31, 2025, stock-based compensation expense amounted to $139,371 and $655,444, respectively. For the three and six months ended October 31, 2024, stock-based compensation expense amounted to $139,371 and $278,742, respectively.

The table below presents the components of compensation expense for the issuance of shares of common stock and stock options to employees and consultants for the three- and six-month periods ended October 31, 2025 and 2024.

Stock-based compensation expense	Three Months Ended Oct. 31, 2025		Three Months Ended Oct. 31, 2024		Six Months Ended Oct. 31, 2025		Six Months Ended Oct. 31, 2024
Former Chief Executive Officer ⁽¹⁾	$	62,493	$	62,492	$	313,337	$	124,986
Chief Financial Officer		14,914		14,913		218,179		29,828
Chief Executive Officer, Advisors		1,575		1,208		3,151		3,151
Founder		14,914		14,913		29,828		29,828
Employee and consultant options		45,475		45,845		90,949		90,949
Total stock-based compensation expense	$	139,371	$	139,371	$	655,444	$	278,742

(1)

Mr. Kay resigned as an officer and director on December 3, 2025.

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Note 11 – Deposits and Commitments

The Company utilizes office space at 1 Lincoln Street in Boston, Massachusetts, under an office membership agreement. The Company pays a monthly membership fee of approximately $7,400. The agreement is cancellable by the Company with 60 days’ notice. As of October 31, 2025 and April 30, 2025, the Company had a refundable security deposit of $6,300 related to the agreement.

Note 12 – Intangible Assets

Intangible assets with defined useful lives are measured at cost less accumulated amortization. The useful life is determined based on the period of the underlying contract or the period over which the intangible asset is expected to generate economic benefits. Intangible assets with indefinite useful lives, such as trade names, trademarks, and perpetual software licenses, are recorded at cost and are not amortized but tested for impairment annually, or more frequently if events or circumstances indicate that their carrying amounts may not be recoverable. Impairments are recognized when the recoverable amount of the asset is less than its carrying amount.

On June 26, 2025, the Company entered into a Horizon Software Agreement with Horizon Globex GmbH (“Horizon”), pursuant to which Horizon granted the Company a royalty-free, paid-up, non-exclusive, perpetual, irrevocable, and unrestricted license to use Horizon’s proprietary software with the Company’s branding and image in the United States to provide capital-raising and secondary trading services to its clients. In consideration for this license, the Company issued 500,000 shares of its common stock to Horizon. The license was valued at $2,840,000 and is classified as an indefinite-lived intangible asset.

The following table sets forth the major categories of the intangible assts as of October 31, 2025 and April 30, 2025:

Schedule of Intangible Assets

	October 31, 2025		April 30, 2025

Acquired users	$	14,271,836	$	14,271,836
License agreement		2,840,000		-
Acquired brand		532,118		532,118
Total intangible assets		17,643,954		14,803,954
Less: accumulated amortization		124,163		106,425
Net intangible assets	$	17,519,791	$	14,697,529

As of October 31, 2025, the weighted average remaining useful life for technology, trade names, professional practice, literary works and domains is 11.5 years.

Note 13 – Investments

During the three- and six-month periods ended October 31, 2025, the Company received equity securities from 2 and 5 issuers, respectively, that completed securities offerings on the Netcapital Funding Portal. As part of its compensation structure, the Company receives a fee of 1% of the equity securities sold on the funding portal in addition to cash fees. As of October 31, 2025, the Company’s funding portal received equity fee payments from a total of 66 issuers, which have an aggregate value of $278,440, as compared to 61 issuers with an aggregate value of $169,790 as of April 30, 2025. In the three- and six-month periods ended October 31, 2025, the Company recorded $1,510 and $63,705 in revenues from the receipt of equity securities. In the three- and six-month periods ended October 31, 2024, the Company recorded $14,748 and $24,875 in revenues from the receipt of equity securities. In the six months ended October 31, 2025 the Company also recognized an unrealized gain of $44,945 from changes in observable prices of investment securities owned by the Company, as compared to no unrealized gains or losses in the six months ended October 31, 2024.

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In May 2022, the Company received 1,764,706 units of Reper LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.68 per unit based on a sales price of $0.68 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $1,200,000. As of October 31, 2025 and April 30, 2025, the Company owned 1,764,706 units which are valued at $1,200,000.

In April 2022, the Company received 3,000,000 units of Cust Corp. as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.40 per unit based on a sales price of $0.40 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $1,200,000. As of October 31, 2025 and April 30, 2025, the Company owned 3,000,000 units which are valued at $1,200,000.

In January 2022, the Company received 1,700,000 units of ScanHash LLC as a payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.25 per unit based on a sales price of $0.25 per unit on an online funding portal. The receipt of the units satisfied $425,000 of an accounts receivable balance. As of October 31, 2025 and April 30, 2025, the Company owned 1,700,000 units which are valued at $425,000.

In January 2022, the Company received 2,850,000 units of Hiveskill LLC as payment for services rendered in conjunction with a crowdfunding offering. The units are valued at $0.25 per unit based on a sales price of $0.25 per unit on an online funding portal. The receipt of the units satisfied an accounts receivable balance of $712,500. As of October 31, 2025 and April 30, 2025, the Company owned 2,850,000 units which are valued at $712,500.

In May 2020, the Company entered a consulting contract with a related party, Zelgor Inc. (“Zelgor”), which allowed the Company to receive 1,400,000 shares of common stock of Zelgor in return for consulting services. The Zelgor shares are valued at $1.00 per share based on a sales price of $1.00 per share on an online funding portal. As of October 31, 2025 and April 30, 2025, the Company owned 1,400,000 shares which are valued at $1,400,000.

In August 2019, the Company entered into a consulting agreement with KingsCrowd LLC, pursuant to which it earned 300,000 membership interest units in exchange for services. These units were valued at $1.80 per unit, totaling $540,000. In December 2020, KingsCrowd converted to a corporation and each membership interest unit converted into 12.71915 shares of common stock, resulting in the Company holding 3,815,745 shares. In June 2022, the Company sold 606,060 shares for proceeds of $200,000 and recognized a realized loss of $406,060. As of October 31, 2025 and April 30, 2025, the Company held 3,209,685 shares.

During fiscal 2024, KingsCrowd disclosed in regulatory filings that it sold shares at $0.16 per share. Based on this observable price change, the Company recorded an unrealized loss of $

SEC Form 10-Q filed by Netcapital Inc.