SCHEDULE: Strategic EP Takes 5.8% Stake in Netcapital Inc.

Strategic EP, LLC and Alexander Chase Deitch have acquired a 5.8% stake in Netcapital Inc., intending to push for a high-value accretive transaction.

Summary

• Strategic EP, LLC and Alexander Chase Deitch (the "Reporting Persons") have acquired an aggregate of 283,941 shares of Netcapital Inc. common stock.
• This acquisition represents 5.8% of Netcapital Inc.'s outstanding common stock, based on 4,917,889 shares outstanding as of October 21, 2025.
• The shares were purchased in the open market on November 25, 2025, and November 28, 2025, for a total of $218,086.66.
• The funds for the acquisition came from the working capital of Strategic EP, LLC.
• The Reporting Persons believe this acquisition is an attractive investment opportunity and intend to encourage Netcapital Inc. to pursue a high-value accretive transaction to enhance stockholder value.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the stated intent of the activist investors to encourage value-accretive transactions, which could benefit shareholders. However, the outcome of such activism is inherently uncertain, preventing a higher score.

Positives

• The Reporting Persons explicitly state their belief that the acquisition represents an attractive investment opportunity.
• They intend to encourage Netcapital Inc. to enter into a high-value accretive transaction, which could potentially deliver additional value to the Company's stockholders.

Risks

• The Reporting Persons may acquire additional securities or retain or sell all or a portion of their currently held securities in the open market or privately negotiated transactions, which could impact share price.

Future Outlook

The Reporting Persons intend to continuously review their investment in Netcapital Inc. and may acquire additional securities or sell existing holdings. They may engage in discussions with Netcapital Inc.'s management, board, and other securityholders to explore extraordinary corporate transactions such as mergers, reorganizations, take-private transactions, asset sales or acquisitions, changes to capitalization or dividend policy, or changes in management or board composition.

Industry Context

This filing indicates an activist investor taking a significant stake in Netcapital Inc., signaling potential for strategic changes or a push for value creation. Such filings often precede periods of increased scrutiny on company performance and governance, common in situations where investors believe a company is undervalued or mismanaged.

Corporate Governance

Legal Proceedings

• Neither of the Reporting Persons, nor any managing member or other member, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the last five years.
• Neither of the Reporting Persons, nor any managing member or other member, has been a party to a civil proceeding resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws in the last five years.

Stakeholder Impact

• Shareholders: Potential for increased value if the Reporting Persons successfully advocate for accretive transactions, but also uncertainty regarding the nature and outcome of potential strategic changes.
• Management and Board: May face pressure to consider and implement strategic changes proposed by the activist investors, potentially leading to changes in leadership or corporate direction.

Next Steps

• The Reporting Persons will continue to review their investment in Netcapital Inc. on an ongoing basis.
• They may acquire additional securities or sell existing holdings.
• They may engage in discussions with Netcapital Inc.'s management, board, and other securityholders.
• They may explore extraordinary corporate transactions, including mergers, reorganizations, take-private transactions, asset sales/acquisitions, changes to capitalization/dividend policy, or changes in management/board composition.
• They may retain consultants and advisors and discuss with potential sources of capital and other third parties to facilitate consideration of such matters.

Key Dates

Recommendation

The filing indicates an activist investor taking a significant stake with the stated intent to drive value-accretive transactions. While this introduces a potential catalyst for share price appreciation, the specific actions and their outcomes are uncertain. Investors should hold to observe the developments and potential strategic changes that may arise from this activist involvement, rather than making an immediate buy or sell decision based solely on this initial disclosure.

Keywords

Netcapital Inc., Strategic EP LLC, Alexander Chase Deitch, Schedule 13D, Activist Investor, Stake Acquisition, Corporate Governance, Investment Opportunity, Shareholder Value