Form S-1/A Netcapital Inc.

Exhibit 4.1

See Transfer Restrictions on Reverse Side

 

No. SPECIMEN

SPECIMEN Shares

 

NETCAPITAL INC.

 

Incorporated Under the Laws of the State of Utah

 

Common Stock, $0.001 Par Value Per Share, Cusip No. 64113L103

 

THIS CERTIFIES THAT **Specimen** is the owner of **SPECIMEN (SPECIMEN)** fully paid and nonassessable shares of Common Stock, $0.001 Par Value Per Share, of Netcapital Inc. transferable on the books of the Corporation by the holder in person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the Articles of Incorporation and amendments thereto filed or to be filed or recorded in the office of the Secretary of the State of Utah and to the provisions of the Bylaws of the Corporation as now or hereafter amended.

 

WITNESS the signatures of the duly authorized officers of Netcapital Inc.

 

 

Date:
Chief Executive Officer		Secretary

A-1

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH ACT.

 

For value received, __________________________ hereby sells, assigns and transfers unto __________________

 

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

 

Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.

 

 

 

 

 

Dated

 

			Shareholder
			NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
Signature(s) Guaranteed:
By:

 

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 OR ANY SUCCESSOR RULE).

 

Exhibit 10.6

 

AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT

 

This Amendment (the “Amendment”) to the Revolving Loan and Security Agreement dated April 28, 2011, as amended on July 26, 2014 and October 31, 2017 (the “Agreement”) is entered into this 31st day of October 2020, by and between Vaxstar LLC, a Delaware limited liability company (“Vaxstar”), and ValueSetters, Inc. (“ValueSetters”), a Utah corporation, with reference to the following:

 

READINGS/RECITALS

 

A.          The Agreement contains a maturity date of October 31, 2020, and ValueSetters and Vaxstar desire to extend the maturity date to a time in the future.

 

B.           Both parties seek to amend the Agreement.

 

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

Paragraph 9 (k) of the Agreement is amended to read:

“Maturity Date” means January 31, 2021.

 

Paragraph 1. (d) (i) of the Agreement is amended to read:

Subject to Section 7(b)(ii), the principal amount outstanding under the Loan Advances shall accrue interest from the date of this Amendment until the Maturity Date at the rate of eight percent (8%) per annum, compounding daily. Interest is not due until the Maturity Date.

 

COUNTERPARTS: This Amendment may be executed simultaneously in one or more counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute a single agreement.

 

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date written above.

 

Vaxstar LLC
Signature:
	Cecilia Lenk, Manager
ValueSetters, Inc
Signature:
	Coreen Kraysler, CFO

 

 

Exhibit 10.7

 

AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT

 

This Amendment (the “Amendment”) to the Revolving Loan and Security Agreement dated April 28, 2011, as amended on July 26, 2014 and October 31, 2017 (the “Agreement”) is entered into this 31st day of January 2021, by and between Vaxstar LLC, a Delaware limited liability company (“Vaxstar”), and Netcapital Inc. (“Netcapital”), a Utah corporation, with reference to the following:

 

READINGS/RECITALS

 

A.            The Agreement, as amended, contains a maturity date of January 31, 2021, and Netcapital and Vaxstar desire to extend the maturity date to a time in the future.

 

B.            Both parties seek to amend the Agreement.

 

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

Paragraph 9 (k) of the Agreement is amended to read:

“Maturity Date” means April 30, 2021.

 

Paragraph 1. (d) (i) of the Agreement is amended to read:

Subject to Section 7(b)(ii), the principal amount outstanding under the Loan Advances shall accrue interest from the date of this Amendment until the Maturity Date at the rate of eight percent (8%) per annum, compounding daily. Interest is not due until the Maturity Date.

 

COUNTERPARTS: This Amendment may be executed simultaneously in one or more counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute a single agreement.

 

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date written above.

 

Vaxstar LLC
Signature:
	Manuel Teixeira, Manager

 

ValueSetters, Inc
Signature:
	Coreen Kraysler, CFO

 

 

Exhibit 10.8

 

AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT

 

This Amendment (the “Amendment”) to the Revolving Loan and Security Agreement dated April 28, 2011, as amended on July 26, 2014 and October 31, 2017 (the “Agreement”) is entered into this 31st day of January 2021, by and between Vaxstar LLC, a Delaware limited liability company (“Vaxstar”), and Netcapital Inc. (“Netcapital”), a Utah corporation, with reference to the following:

 

READINGS/RECITALS

 

A.      The Agreement, as amended, contains a maturity date of April 30, 2021, and Netcapital and Vaxstar desire to extend the maturity date to a time in the future.

 

B.       Both parties seek to amend the Agreement.

 

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

Paragraph 9 (k) of the Agreement is amended to read: 

“Maturity Date” means April 30, 2022.

 

COUNTERPARTS: This Amendment may be executed simultaneously in one or more counterparts, each of which when executed and delivered shall be deemed an original, but all of which together shall constitute a single agreement.

 

IN WITNESS WHEREOF, the parties hereto have entered into this Amendment as of the date written above.

 

Vaxstar LLC
Signature:
	Manuek Teixeira, Manager
ValueSetters, Inc
Signature:
	Cecilia Lenk, CEO

 

Exhibit 14.1

 

Overview:

 

This policy describes the conduct expected of all employees and directors. It is general and not intended to be all-inclusive.

 

Discussion:

 

Applicable Laws

 

The conduct of the Company and its employees is to be in compliance with the laws relating to the company’s business.

 

Any employee, officer or director involved in court or other similar proceedings arising out of his or her employment with, or service to, the Company is expected to abide by the rules, cooperate with the orders of, and not in any way commit perjury or obstruction of justice. All Company employees must, at a minimum, comply with all applicable laws that relate to the conduct of our business in the relevant jurisdiction.

 

Generally Accepted Accounting Principles (GAAP)

 

Generally Accepted Accounting Principles are accounting principles that are considered to have substantial authoritative support. Pronouncements made by the Financial Accounting Standards Board (FASB) are considered GAAP. You can learn more about GAAP and FASB at http://www.fasb.org. All company records are to be in compliance with Generally Accepted Accounting Principles and Securities and Exchange Commission laws and regulations. Employees are expected to maintain accurate and reliable corporate records that comply with GAAP, the SEC, and Company policies and procedures.

 

The Company CEO, Financial Officer, and others identified by the CEO have specific legal obligations to ensure the Company provides full, fair, accurate, timely, and understandable financial reports and internal controls.

 

Moral and Ethical Standards

 

All employees are expected to adhere to sound moral and ethical standards.

 

Loyalty

 

All employees and directors have a duty of loyalty to the Company and may not take personal advantage of any opportunity that properly belongs to the Company.

 

 

Employee Privacy

 

The Company is committed to protecting the privacy of its employees. This includes employee data maintained by the company. Employee data will primarily be used to support Company operations, provide employee benefits, and comply with laws and regulations. The Company and all employees are expected to comply with all data protection laws, regulations, and Company policies.

 

Insider Trading

 

Federal securities laws prohibit the buying or selling of stock in the presence of “inside information” or information that is not known or disclosed to the public.

 

Computing Resources, Email, and the Internet

 

All Internet related services are intended to be used for company business. All information on company computer systems, including electronic mail, is the property of the Company. To ensure that computing resources are used in accordance with expectations, management may inspect and disclose the contents of electronic messages.

 

Timeliness

 

All employees are expected to carry out their assigned duties in a timely manner.

 

Compliance Procedures

 

Any employee who knows, or has reason to believe, of violations to this or other company policies and procedures is expected to promptly report the violation to:

 

Name: Paul Riss
Telephone: +1 (914) 310-4724
Email: [email protected]

 

Reporting may be anonymous. No employee will be subject to retaliation, discrimination, or other adverse treatment for reporting known or suspected violations of this and other Company policies and procedures. Each year, Company Officers are required to state in writing that they have no knowledge of material violations to this and other Company policies other than those that may have been previously reported, if any.

 

As part of its regular audit procedures, the Company audit committee will periodically review internal policies and procedures and report their findings to executive management.

 

The Company’s external auditors are also expected to report in writing any known or suspected violations of this and other Company policies.

 

 

The company discloses this Code of Ethics on its web site in addition to all other filing requirements.

 

Document Control Interpretation: Company CEO
Authorization: Company CEO
Date Accepted: 8/15/17
Revision Information: 8/15/17 Cecilia Lenk Contact info updated
Related Documents: All Company policies, procedures, and internal controls are related to this document.

 

Exhibit 21.1

LIST OF SUBSIDIARIES

As of the date of this Registration Statement on Form S-1, Netcapital Inc. has the following subsidiaries:

1.

Netcapital Advisors Inc.

2.

AthenaSoft Inc.

3.

MSG Development Corp.

4.

Netcapital Systems LLC

5.

Netcapital Funding Portal Inc. (a wholly owned subsidiary of Netcapital Systems LLC)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Amended Form S-1 of our audit report dated August 31, 2021, with respect to the consolidated balance sheets of Netcapital Inc. and Subsidiaries as of April 30, 2021 and 2020, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years then ended, and the related notes to the financial statements. We also consent to the reference to our Firm under the heading “Experts” in the Registration Statement.

Fruci & Associates II, PLLC

April 8, 2022

 

 

 

 

EXHIBIT 107

 

 

 

Calculation of Filing Fee Tables

S-1
(Form Type)

 

NETCAPITAL INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

Title of each Class of Securities To be Registered		Amount to be registered (1)				Proposed maximum Offering price per share (2) (3)(4)				Proposed maximum aggregate Offering price  (1)(2)				Amount of registration fee (3)
Common Stock, $0.001 par value per share, to be offered by the issuer (4)						$				$	$13,800,000			$	1,279.26
Representative’s Warrants (5)
Shares of Common Stock issuable upon exercise of the Representative’s Warrants (6)						$				$	586.500			$	54..36
Total							—			$	14,386,500			$	1,333.62

   

(1)	Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).

 

(2)	Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(3)	Calculated under Section 6(b) of the Securities Act as .0000927 times the proposed maximum aggregate offering price.
(4)	Includes the aggregate offering price of additional shares that the underwriters have the right to purchase from the Registrant, if any.
(5)	No additional registration fee is payable pursuant to Rule 457(g) or Rule 457(i) under the Securities Act.
(6)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The representative’s warrants are exercisable for up to the number of shares of common stock equal to 5% of the aggregate number of shares sold in this offering at a per share exercise price equal to 125% of the public offering price of the shares. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the representative’s warrants is $733,125, which is equal to 125% of $586,500 (5% of the proposed maximum aggregate offering price of $11,730,000).

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