• Kickstarter for equity in startups
• Robinhood for private company investments

• Equity Crowdfunding Platform: An online portal enabling companies to raise capital from a broad base of investors and for individuals to invest in private companies.
• Investment Banking & Advisory Services: Provides M&A advisory, capital raising, and valuation services to private companies through its subsidiary, Brattle Street Group.
• Transfer Agent Services: Offers stock transfer, record-keeping, and shareholder services for public and private companies via its subsidiary, Transfer Online.

Netcapital Inc. (NCPL) operates an equity crowdfunding portal. Its primary business involves connecting private companies seeking to raise capital with investors. Therefore, Netcapital's major customers are the companies that utilize its platform to conduct capital raises (known as "issuers").

These customer companies are primarily private, early-stage businesses, startups, and small and medium-sized enterprises (SMEs) across various industries that are looking to secure funding through Regulation A+ (Reg A+) or Regulation Crowdfunding (Reg CF) offerings. They span sectors such as technology, consumer products, healthcare, and more.

Due to the nature of equity crowdfunding, Netcapital's customer base consists of a broad range of private companies rather than a few major public companies. Public companies typically utilize traditional investment banking channels or direct public offerings for their capital needs, not crowdfunding platforms. As such, there are no major public company customers to list with symbols for Netcapital.

Martin Kay, Chief Executive Officer

Martin Kay began his career at Bain & Company, progressing to Partner and leading the global Telecom, Media, and Technology practice. Most recently, he served as a Managing Director with Accenture Strategy, where he led growth engagements for corporate clients and private equity firms. He is also a co-founder of Accenture BLOOM, a digital strategy practice focused on inventing, incubating, and scaling new growth opportunities. Mr. Kay joined Netcapital's board of directors in May 2022 and became CEO in January 2023, bringing three decades of experience as a leader, investor, advisor, and operator in early-stage digital ventures, including Napster.

Coreen Kraysler, Chief Financial Officer

Coreen Kraysler is the Chief Financial Officer of Netcapital Inc., responsible for financial strategy, reporting, and investor communications. She is a CFA Charterholder with over 30 years of investment experience. Previously, she was a Senior Vice President and Principal at Independence Investments, where she managed Morningstar 5-star rated mutual funds and institutional accounts. Ms. Kraysler also served as a Vice President, Equity Analyst at Eaton Vance on their Large and Midcap Value teams.

Jason Frishman, Founder

Jason Frishman is the Founder of Netcapital Funding Portal Inc. and currently mentors and advises early-stage companies. He established Netcapital to address inefficiencies in how early-stage companies access capital. He holds advisory positions within the financial technology ecosystem and has presented as an external expert at organizations like Morgan Stanley. His background includes research in medical oncology at the Dana Farber Cancer Institute and cognitive neuroscience at the University of Miami.

Cecilia Lenk, Director and Chief Executive Officer, Netcapital Advisors Inc.

Cecilia Lenk served as Netcapital Inc.'s CEO from July 2017 to January 2023, at which point she transitioned to CEO of Netcapital Advisors Inc., a wholly-owned subsidiary. She is passionate about democratizing private capital markets and empowering entrepreneurs, particularly focusing on bringing awareness and guidance to underrepresented founders. Prior to her work with Netcapital, she worked as a business consultant and served as a town councilor.

Avi Liss, Independent Director and Secretary

Avi Liss serves as an Independent Director and Secretary for Netcapital Inc. He is an attorney who primarily focuses on representing individuals, investors, and property owners in residential and commercial real estate transactions. He also represents lenders in financing real estate transactions. Before joining Ligris, he was the founding attorney at a real estate law firm for 14 years.

The clear emerging threat for Netcapital (NCPL) stems from the intensifying competition and potential market consolidation within the equity crowdfunding sector. Larger, better-funded platforms such as StartEngine and Republic are rapidly expanding their investor bases and deal flow. These competitors benefit from significant venture capital funding, aggressive marketing strategies, and the network effects inherent in platform businesses (more investors attracting more companies, and vice versa). This trend could lead to a concentration of market share among a few dominant players, making it increasingly challenging for smaller platforms like Netcapital to attract high-quality issuers and a critical mass of investors. This dynamic mirrors historical examples where well-resourced and scaling competitors, leveraging superior reach and capabilities, significantly threatened incumbents operating with fewer resources or a smaller market footprint.

Netcapital (NCPL) operates primarily within the equity crowdfunding and broader private capital markets, offering a platform for private companies to raise capital online and providing private equity investment opportunities to investors in the United States.

The addressable markets for Netcapital's main products and services are as follows:

• Global Equity Crowdfunding Market: This market was valued at approximately USD 2.65 billion in 2024 and is projected to reach USD 3.25 billion by 2033. Another estimate places the global market at approximately USD 1.6 billion in 2024, growing to USD 1.82 billion in 2025, and is expected to reach USD 5.13 billion by 2033. Other reports indicate a value of USD 2.14 billion in 2024, with a projection to reach USD 7.62 billion by 2032.
• North American Equity Crowdfunding Market: North America held 43% of the global equity crowdfunding platforms market in 2024, with the United States being a primary growth driver.
• Global Private Capital Markets: The assets under management (AUM) in global private markets, excluding venture capital and hedge funds, totaled over $12.4 trillion as of 2023 and are projected to exceed $15 trillion by 2025 and $18 trillion by 2027.
• Global Private Equity Market: The size of the global private equity market reached approximately $5.3 trillion in 2023 and is anticipated to reach $6 trillion by the end of 2024. Another estimate valued the global private equity market at USD 787 billion in 2024, with a projection to reach USD 1,670.43 billion by 2033.
• North American Private Equity Market: North America represents the largest private equity market globally, with total assets under management of $3.4 trillion in 2023. The North American region dominates the private equity market, holding over 33.8% of the market share in 2024.
• U.S. Venture Capital Market: The U.S. venture capital market size reached USD 1.31 trillion in 2025 and is forecast to reach USD 1.46 trillion by 2030. Total U.S. venture funding was $209 billion across 15,260 deals in 2024. North America accounted for 70% of global startup funding in the first half of 2025, with $145 billion invested in U.S. and Canadian companies during that period.

Netcapital (NCPL) anticipates several key drivers to fuel its revenue growth over the next two to three years, stemming from strategic shifts, new service offerings, and enhanced market engagement.

1. Increased Funding Portal Activity and Fees: Netcapital expects continued growth in its core funding portal business. This growth is driven by an increase in offering activity on the platform, leading to higher portal fees and listing fees. The company reported more than 30% growth in revenue and portal fees in the first quarter of fiscal year 2026, indicating a focus on expanding the volume of capital raised through its platform. Management has also explicitly aimed to attract more issuers to raise capital, which directly impacts portal revenues.
2. Expansion into Regulation A (Reg A) and Regulation D (Reg D) Offerings via Broker-Dealer Subsidiary: A significant strategic move for Netcapital is the FINRA broker-dealer approval for its subsidiary, Netcapital Securities Inc., obtained in November 2024. This approval enables the company to facilitate larger capital raises under Regulation A and Regulation D. This expands Netcapital's addressable market beyond Regulation Crowdfunding (Reg CF) and allows them to serve a broader base of issuers and investors, creating new revenue opportunities.
3. Development and Monetization of a Secondary Transfer Platform: Netcapital is strategically building out a secondary trading platform to allow for the secondary trading of securities. This initiative aims to provide liquidity for investors and issuers on the Netcapital platform, which is expected to support the continued growth of both communities. Internal testing of these secondary trading platform features commenced in the first quarter of fiscal year 2024, indicating a future revenue stream from facilitating these transactions.
4. Strategic Pivot towards Blockchain, Digital Assets, and Decentralized Finance (DeFi): The company is undergoing a strategic shift in its business model, moving away from equity-based consulting revenue to focus on more scalable, technology-driven services, including the integration of blockchain, digital assets, and crypto with traditional finance. Netcapital has established a Crypto Advisory Board and a Game Advisory Board to guide its efforts in these areas and explore opportunities in decentralized finance, signaling an intent to tap into these emerging and high-growth markets.

Share Issuance

• In July 2025, Netcapital closed a registered direct offering, selling 641,712 common shares at $4.675 per share, raising approximately $3 million. Concurrently, it issued unregistered short-term warrants to purchase up to 641,712 shares at an exercise price of $4.55 per share, with a potential to generate an additional $2.9 million if fully exercised.
• In December 2023, Netcapital priced a public offering of 16 million shares of common stock and warrants, with gross proceeds expected to be $4 million.
• In July 2022, Netcapital closed an underwritten public offering of 1,205,000 shares of common stock and warrants, generating gross proceeds of $5,000,750 before deducting expenses. The warrants have an exercise price of $5.19 per share.

Inbound Investments

• Netcapital raised approximately $3 million from a registered direct offering of common stock in July 2025, with potential for an additional $2.9 million from the exercise of warrants. The proceeds are intended for repayment of outstanding promissory notes and general working capital purposes.
• The company raised approximately $4 million from a public offering in December 2023, with net proceeds allocated for sales and marketing, and general working capital.
• An underwritten public offering in July 2022 generated gross proceeds of $5,000,750, which Netcapital intended to use for research and development (including a mobile app), sales and marketing, general working capital, potential acquisitions, and debt repayment.

Outbound Investments

• Netcapital Advisors, a consulting group, takes equity positions in select companies, functioning as an incubator and accelerator for disruptive start-ups.

Capital Expenditures

• Netcapital intends to use net proceeds from offerings for research and development activities, including the development of a mobile app.
• A focus of capital allocation has been on general working capital purposes to support operations.
• The company has also indicated potential acquisitions of other companies, products, or technologies.