| (1) | Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement shall also cover an indeterminate number of additional shares
of common stock, $0.001 par value per share (the “Common Stock”) of Netcapital
Inc. (the “Registrant”), which become issuable under the Registrant’s 2023
Omnibus Equity Incentive Plan, as amended by reason of any stock splits, stock dividends,
reorganizations, mergers, consolidations, recapitalizations or other similar transactions. |
| | |
| (2) | Represents
1,000,000 shares of Common Stock that are being issued as a Restricted Stock Award under
the Plan in accordance with NASDAQ Listing Rule 5635(c)(4) to Kevin Kilduff to induce him
to accept employment with the Registrant as its General Counsel. The Restricted Stock Award
will be an Exempt Award (as defined in the Plan) under the Plan by reason of being an award
granted as an inducement grant pursuant to NASDAQ Listing Rule 5635(c), as this award is
specifically made to induce Mr. Kilduff to become an employee of the Registrant. |
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| (3) | Estimated
solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)
under the Securities Act, based on the average of the high and low sales prices of the Common
Stock as reported on the Nasdaq Capital Market on December 5, 2025, which was $0.8410 per
share. |