SCHEDULE: Intracoastal Capital and Affiliates Disclose 7.1% Beneficial Ownership in Netcapital Inc.

Intracoastal Capital LLC, along with Mitchell P. Kopin and Daniel B. Asher, has disclosed a 7.1% beneficial ownership stake in Netcapital Inc. through a Schedule 13G filing.

Summary

• Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC (collectively, the "Reporting Persons") have filed a Schedule 13G disclosing their beneficial ownership in Netcapital Inc.
• As of July 9, 2025, the Reporting Persons collectively beneficially own 287,877 shares of Netcapital Inc. common stock, representing approximately 7.1% of the class.
• This 7.1% ownership is based on 3,040,380 shares of Common Stock outstanding as of July 2, 2025, plus 714,286 shares issued at the closing of a Securities Purchase Agreement (SPA), and 287,877 shares issuable upon exercise of Intracoastal Warrant 1.
• Immediately following the execution of the SPA on July 2, 2025, the Reporting Persons may have been deemed to beneficially own 337,444 shares, comprising 287,877 shares to be issued and 49,567 shares issuable from Intracoastal Warrant 1, representing approximately 9.99% of the common stock at that time.
• The beneficial ownership calculations exclude additional shares from various warrants (Intracoastal Warrants 1-6) due to blocker provisions that prevent ownership from exceeding certain thresholds (9.99% for Warrant 1, 4.99% for Warrants 2-6).
• Without these blocker provisions, the Reporting Persons' beneficial ownership could have been 638,251 shares as of July 2, 2025, and 350,374 shares as of July 9, 2025.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership, providing neutral information without expressing positive or negative sentiment regarding the company's performance or outlook.

Risks

• The beneficial ownership is subject to blocker provisions in various warrants (Intracoastal Warrants 1-6) that prevent the holder from exercising the warrants if it would result in beneficial ownership exceeding 9.99% (for Warrant 1) or 4.99% (for Warrants 2-6) of the common stock, limiting immediate full exercisability.
• Two warrants (Intracoastal Warrant 5 and 6) are not exercisable until September 5, 2025, delaying potential full beneficial ownership from these instruments.

Future Outlook

Intracoastal Capital LLC holds warrants that are subject to future exercisability dates, specifically Intracoastal Warrants 5 and 6, which become exercisable on September 5, 2025. The ability to fully exercise all warrants is contingent on the existing blocker provisions, which limit beneficial ownership percentages.

Management Comments

• Mitchell P. Kopin, Daniel B. Asher, and Intracoastal Capital LLC certified that, to the best of their knowledge and belief, the securities were not acquired and are not held for the purpose or with the effect of changing or influencing the control of Netcapital Inc., nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing represents a significant ownership disclosure by an investment entity in a publicly traded company. Such disclosures are common in the financial industry, particularly for companies undergoing financing rounds or experiencing shifts in major shareholder bases. The presence of blocker provisions in warrants is a standard mechanism used in private placements to manage beneficial ownership thresholds and avoid triggering certain regulatory requirements or change-of-control provisions.

Stakeholder Impact

• Existing shareholders may experience dilution from the issuance of new shares and the potential future exercise of warrants held by Intracoastal Capital LLC and its affiliates.
• The disclosure of a significant beneficial ownership stake by Intracoastal Capital LLC may influence investor perception and market dynamics for Netcapital Inc.

Next Steps

• Intracoastal Warrant 5 and Intracoastal Warrant 6 will become exercisable on September 5, 2025, subject to their respective blocker provisions.

Key Dates

Keywords

Netcapital Inc., Schedule 13G, Beneficial Ownership, Intracoastal Capital LLC, Mitchell P. Kopin, Daniel B. Asher, Common Stock, Warrants, Blocker Provisions, SEC Filing, Equity Stake