NCPL Netcapital Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A

 

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

(Amendment No.  )

 

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

 

Check the appropriate box:

 

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to Section 240.14a-12

 

NETCAPITAL INC.

(Name of Registrant As Specified In Its Charter)

 

Payment of Filing Fee (Check all boxes that apply):

 

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11.

 

 

 

NETCAPITAL INC

CONTROL ID:

1 Lincoln Street,

Boston, MA 02111

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE NETCAPITAL INC. 2024 SPECIAL MEETING OF SHAREHOLDERS TO

BE HELD ON FEBRUARY 23, 2024

 

SPECIAL MEETING DATE: February 23, 2024

 

TIME: AT 10:30AM (EASTERN TIME)

LOCATION: To be held virtually by calling 877-407-3088 (toll free),

 

THIS COMMUNICATION IS NOT A FORM OF VOTING AND ONLY REPRESENTS A NOTICE TO ACCESS A MORE COMPLETE SET OF PROXY MATERIALS (INCLUDING THE PROXY STATEMENT AND FORM 10K) AVAILABLE TO YOU ON THE INTERNET. WE ENCOURAGE YOU TO ACCESS AND REVIEW ALL OF THE IMPORTANT INFORMATION CONTAINED IN THE PROXY MATERIALS BEFORE VOTING. THE PROXY MATERIALS ARE AVAILABLE AT www.NETCAPITAL.vote . To submit your proxy while visiting this site, you will need the control ID in the box above.

 

●

IF YOU DECIDE TO VIEW THE PROXY MATERIALS AND VOTE YOUR SHARES ONLINE:

 

Step 1: Go to www.netcapital.vote

Step 2: To view or download the proxy materials, click on the link that describes the material you wish to view or download. For example, to view or download the Proxy Statement, click on the “Proxy Statement” link.

Step 3: To vote online, click on the designated link and follow the on-screen instructions. YOU MAY VOTE ONLINE UNTIL 7:00 PM EASTERN TIME february 22, 2024.

 

●

IF YOU WANT TO RECEIVE A PAPER COPY OF THE PROXY MATERIALS INCLUDING THE PROXY CARD, YOU MUST REQUEST ONE. THERE IS NO CHARGE TO YOU FOR REQUESTING A COPY. TO FACILITATE TIMELY DELIVERY PLEASE MAKE THE REQUEST, AS INSTRUCTED BELOW, BEFORE February 9, 2024.

 

HOW TO REQUEST PAPER COPIES OF OUR MATERIALS
PHONE:		FAX:		INTERNET:		EMAIL:
CALL		SEND THIS CARD TO		www.netcapital.vote		proxy@equitystock.com
212-575-5757		1-646-201-9006		FOLLOW THE ON-SCREEN INSTRUCTIONS.		INCLUDE YOUR CONTROL ID IN YOUR EMAIL.

 

How to attend the VIRTUAL meeting and vote aT THE MEETING: PLEASE VISIT WWW.NETCAPITAL.VOTE FOR INFORMATION ON HOW TO PARTICIPATE IN THE COMPANY’S VIRTUAL MEETING. If you encounter any technical difficulties with the virtual meeting platform on the meeting day, please call 877-804-2062 (toll free) or email proxy@equitystock.com.

 

 

Voting itemS

 

The board of directors recommends that you vote “for” PROPOSAL 1 and “for” proposal 2:

 

	1.	To approve the issuance of common stock purchase warrants and placement agent warrants issued in connection with the Company’s December 2023 public offering, including shares of common stock issuable upon exercise of such common stock purchase warrants and placement agent warrants, in accordance with Nasdaq Listing Rule 5635(d) (the “Warrant Shareholder Approval Proposal”);
	2.	To authorize the adjournment of the Special Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Special Meeting or adjournment or postponement thereof to approve any of the foregoing proposals (the “Adjournment Proposal”).

 

Note: To consider and transact such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.

 

THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON DECEMBER 26, 2023, AS THE RECORD DATE FOR THE DETERMINATION OF SHAREHOLDERS ENTITLED TO RECEIVE NOTICE OF THE SPECIAL MEETING AND TO VOTE THE COMPANY’S COMMON SHARES THEY HELD ON THAT DATE AT THE MEETING OR ANY POSTPONEMENT OR ADJOURNMENT OF THE MEETING.

 

PLEASE NOTE–THIS IS NOT A PROXY CARD - YOU CANNOT VOTE BY RETURNING

THIS CARD. TO VOTE YOUR SHARES, YOU MUST VOTE ONLINE OR REQUEST A

PAPER COPY OF PROXY MATERIALS TO RECEIVE A PROXY CARD.

 

YOUR VOTE IS IMPORTANT!

 

 

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