• A private market stock exchange for growth companies, offering pre-IPO investments and secondary trading.
• AngelList, but for a broader range of companies from early-stage to pre-IPO, with a secondary market for private shares.
• Kickstarter, but for equity investments in private companies, not just creative projects.

• Online Private Investment Platform: An online platform (netcapital.com) connecting entrepreneurs with investors to facilitate digital capital raising.
• Secondary Transfer Platform: A feature within netcapital.com that provides potential liquidity for privately held shares.
• Advisory Services: Offers strategic advice and guidance to companies across various verticals, including biotechnology, technology, and public policy.
• Incubator and Accelerator Program: Supports disruptive start-ups by acting as an incubator and accelerator, often taking equity stakes.
• Pre-IPO Investment Access: Provides investors with opportunities to invest in private, early-stage companies through its platform.

Netcapital (NCPL) serves both businesses and individuals through its platform and services. Based on its operations, its major customers fall into the following categories:

1. Companies/Entrepreneurs Seeking Capital: These are businesses, ranging from startups to growth-stage companies, that utilize Netcapital.com to raise capital digitally. They seek funding to build and grow their operations.
2. Investors: This category includes both individual (retail) and institutional investors who use the Netcapital.com platform to access pre-IPO investment opportunities and potentially facilitate liquidity in privately held shares via the secondary transfer platform.
3. Companies Seeking Advisory Services: These are businesses across various verticals, including biotechnology, technology, and public policy, that engage Netcapital for strategic advice and other advisory services.

Rich Wheeless, Chief Executive Officer

Rich Wheeless was appointed CEO of Netcapital Inc. in December 2025. He brings over 20 years of financial leadership and corporate management experience across both public and private enterprises. Prior to Netcapital, he served as the Chief Executive Officer of a publicly traded logistics and warehousing solutions company. His background includes managerial positions at Fortune 30 companies Johnson & Johnson and Cardinal Health. Wheeless began his career in the private equity division of Citigroup, demonstrating expertise in mergers and acquisitions, corporate finance, and turnarounds.

Coreen Kraysler, Chief Financial Officer

Coreen Kraysler has served as Netcapital Inc.'s Chief Financial Officer since September 2017. She is a CFA Charterholder with over 30 years of investment experience. Kraysler was formerly a Senior Vice President and Principal at Independence Investments, where she managed several Morningstar 5-star rated mutual funds and institutional accounts. She also held the role of Vice President, Equity Analyst on the Large and Midcap Value teams at Eaton Vance.

Jason Frishman, Founder

Jason Frishman is the Founder of Netcapital Funding Portal Inc. He established Netcapital to address systemic inefficiencies in how early-stage companies access capital. Frishman previously served as the Chief Executive Officer of Netcapital Funding Portal Inc. and remains a mentor and advisor for early-stage companies, holding advisory positions within the financial technology ecosystem. He also has a background in life sciences, having conducted research in medical oncology at Dana Farber Cancer Institute and cognitive neuroscience at the University of Miami.

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

Cecilia Lenk previously served as CEO of Netcapital Inc. from July 2017 to January 2023 and is currently the Chief Executive Officer of Netcapital Advisors Inc., a wholly owned subsidiary. She has a strong entrepreneurial background, having founded and sold a technology firm that developed a patented online research platform. Lenk's career experience spans technology and healthcare, including a role as VP of Technology and Digital Design at Decision Resources Inc.

Kevin Kilduff, General Counsel

Kevin Kilduff serves as the General Counsel for Netcapital Inc.

Key Risks to Netcapital Inc. (NCPL)

1. Regulatory and Compliance Environment: As a fintech company operating an online private investment platform and expanding into blockchain and tokenized assets, Netcapital Inc. is highly susceptible to complex and evolving securities regulations from bodies like the SEC and FINRA. Non-compliance could result in significant penalties, operational restrictions, or reputational damage. For example, the company has recently received a notice of non-compliance with Nasdaq's minimum bid price listing rules, indicating a risk of delisting if compliance is not regained. The less stringent regulation and informality in parts of the alternative market also increase risks for investors, which could reflect poorly on platforms facilitating such investments.

2. Illiquidity and High Investment Risk of Private Securities: A core aspect of Netcapital's business involves facilitating investments in, and taking equity stakes in, private and early-stage companies. Such investments are inherently illiquid, meaning investors may find it challenging to sell their shares quickly or easily. Furthermore, early-stage ventures face a high risk of failure, potentially leading to a complete loss of investment for those participating on the platform and for Netcapital through its incubator activities. This fundamental illiquidity and the elevated risk of capital loss can deter potential investors and negatively impact the platform's attractiveness and long-term viability.

3. Competition and Challenges in Attracting and Retaining Entrepreneurs and Investors: Netcapital operates within a competitive fintech landscape, contending with other crowdfunding platforms, venture capital firms, and traditional financing methods. The company's success depends on its ability to continuously attract both companies seeking capital and investors willing to fund private ventures. Recent financial disclosures indicate significant revenue declines and ongoing operating losses, suggesting challenges in effectively differentiating its platform and maintaining a sufficient volume of quality deals and engaged investors in a crowded market. The overall sentiment of trading Netcapital stock also suggests that many investors are alarmed.

The clear emerging threat for Netcapital is the increasing development and adoption of **decentralized finance (DeFi) and blockchain-based security token platforms**. Netcapital operates an online platform for digital capital raising and provides secondary transfer opportunities for privately held shares. Blockchain technology and the tokenization of assets offer a decentralized, potentially more efficient, and globally accessible alternative for companies to raise capital and for investors to trade private equity without relying on traditional centralized intermediaries. If companies can directly issue security tokens representing equity on a blockchain and these can be traded on decentralized exchanges, it could bypass the need for platforms like Netcapital for both primary capital raising and secondary market liquidity.

Addressable Markets for Netcapital (NCPL) Main Products and Services

Netcapital Inc. operates in several significant addressable markets, primarily focused on facilitating private investments, offering advisory services, and acting as an incubator and accelerator for startups. The market sizes for its main products and services are outlined below, along with the relevant regions.

Online Private Investment Platform (Crowdfunding and Private Capital Markets)

• The global equity crowdfunding market was valued at approximately USD 2.14 billion in 2024 and is projected to reach USD 7.62 billion by 2032, exhibiting a Compound Annual Growth Rate (CAGR) of 17.2% during the forecast period. Another estimate places the global market at USD 2.65 billion in 2024, expecting it to reach USD 3.25 billion by 2033 with a CAGR of 2.3% from 2025 to 2033. North America held 43% of the global Equity Crowdfunding Platforms Market in 2024.
• The U.S. equity crowdfunding market estimates generally indicate nearly USD 1 billion, including Regulation CF and Regulation A+ transactions. As part of the broader U.S. crowdfunding market, it was estimated at USD 361.7 million in 2024 and is anticipated to reach USD 2.04 billion by 2035, growing at a CAGR of approximately 17.05% from 2025 to 2035. Equity-based crowdfunding is noted as the most lucrative and fastest-growing segment within the U.S. crowdfunding market.
• The broader global private capital market, which encompasses private equity, debt, real estate, and venture capital, reached an estimated USD 22 trillion in assets under management (AUM) by the end of 2023. Globally, private market AUM totaled approximately USD 15 trillion in 2024 and is projected to exceed USD 18 trillion by 2027.
• In the U.S. private capital market, domiciled funds held around USD 7.26 trillion in AUM as of September 2025, representing more than half (52%) of global assets in private market funds.

Advisory Services

• The global startup advisory services market is valued at approximately USD 10 billion and is projected to expand at a CAGR of 15%. More specifically, the global accounting services for startup market was estimated at USD 44.17 billion in 2025 and is projected to reach USD 107.97 billion by 2033, with a CAGR of 11.9% from 2026 to 2033.
• For the U.S. accounting services for startup market, the size was estimated at USD 14.34 billion in 2025 and is projected to reach USD 39.09 billion by 2033, growing at a CAGR of 13.5% from 2026 to 2033. North America accounted for 39.9% of the global share in the accounting services for startup market in 2025.
• The wider global business advisory services market was valued at approximately USD 30.2 billion in 2024 and is anticipated to grow to USD 76.4 billion by 2033, with a CAGR of 9.8% from 2025 to 2033. North America dominates this market, accounting for approximately 41% of global revenue in 2024.

Incubator and Accelerator (Venture Capital Market)

• The global venture capital investment market was valued at USD 396.7 billion in 2025 and is estimated to reach USD 1,590.6 billion by 2034, showing a CAGR of 16.68% during 2026-2034. Another report valued the market at USD 503.27 billion in 2025, with a projection to grow to USD 2,669.87 billion by 2034 at a CAGR of 20.5%.
• The U.S. venture capital investment market reached USD 154.0 billion in 2025 and is expected to reach USD 409.6 billion by 2034, demonstrating an 11.48% CAGR from 2026 to 2034. In terms of assets under management, the U.S. venture capital market is expected to grow from USD 1.30 trillion in 2024 to USD 1.94 trillion by 2029. North America dominated the global venture capital investment market with a 63.38% share in 2025, and the U.S. is expected to lead the North American market with revenue of about USD 375.44 billion in 2026. In 2025, the U.S. venture capital market reached USD 229 billion, representing about two-thirds of the total global capital invested by VC firms.

Netcapital Inc. (NCPL) anticipates several key drivers for future revenue growth over the next 2-3 years, stemming from strategic shifts and expansions within its fintech operations:

1. Growth in Funding Portal Activity: The company expects continued growth in its online private investment platform, netcapital.com, driven by increased offering activity and a rise in investments from participating investors. For instance, in Q3 2024, an increase in offering activity on the platform led to higher portal and listing fees. Similarly, Q2 2024 saw significant year-over-year revenue growth from the funding portal, aided by successful large issuers.
2. Launch and Expansion of Broker-Dealer Subsidiary: A significant driver is the recently approved broker-dealer subsidiary, Netcapital Securities, Inc., which received FINRA approval on November 22, 2024. Management has indicated a strategic pivot towards this broker-dealer focus, anticipating revenue contributions from its activities, which are expected to include private securities placements and equity capital raises, in upcoming quarters.
3. Expansion into Cryptocurrency and Blockchain Financing: Netcapital is strategically expanding its offerings to include cryptocurrency and blockchain financing. This move is aimed at attracting new clients seeking alternative funding sources and broadening the investor base to include those interested in investing their crypto holdings. The acquisition of Rivetz further solidifies their capability to participate in the growing market for compliant blockchain-based digital assets, which is expected to diversify revenue streams. The company aims to become a leader in emerging retail opportunities for tokenized commodities.
4. Strategic Shift to a Scalable Fintech Platform Model: The company is undergoing a major strategic shift from its previous "consulting-for-equity" model towards a more scalable fintech platform and a broker-dealer focus. This strategic re-focus is intended to generate more predictable and sustainable revenue by moving away from less scalable, equity-based consulting services, as evidenced by a decline in such revenues as management prioritizes the new broker-dealer subsidiary.

Share Issuance

• Netcapital issued 980,000 shares of its common stock as consideration for the acquisition of Iverson Design's assets on January 6, 2026.
• On July 16, 2025, Netcapital announced a registered direct offering of 641,712 shares of common stock at $4.675 per share, aiming for approximately $3 million in gross proceeds, with potential for an additional $2.9 million from the exercise of concurrent unregistered short-term warrants.
• In July 2023, Netcapital closed a public offering of 1,725,000 shares of common stock at $0.70 per share, generating gross proceeds of $1,207,500.

Inbound Investments

• Activist investor Strategic EP, LLC disclosed a significant ownership position in Netcapital Inc. in December 2025.
• Netcapital secured a $5 million securities purchase agreement with institutional investors in July 2025, involving the sale of common stock and unregistered warrants.

Outbound Investments

• On January 6, 2026, Netcapital acquired the assets of Iverson Design, LLC, including its proprietary AI-driven design, animation, and real-time rendering technologies.
• In December 2025, Netcapital acquired substantially all of Rivetz Corp.'s assets for approximately $0.63 million to enhance its blockchain technology capabilities and expand into cryptocurrency and blockchain financing.
• Netcapital Advisors, the company's consulting group, takes equity positions in select companies with disruptive technologies.

Capital Expenditures

• The net proceeds from a public offering that closed in July 2023 were allocated, in part, for general corporate purposes and capital expenditures.