| (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
466,201 shares of Common Stock that were automatically added to the shares authorized for
issuance under the 2023 Omnibus Equity Incentive Plan, as amended (the “Plan”)
pursuant to an “evergreen” provision contained in the 2023. In addition, the
Company is registering an additional 133,799 shares of Common Stock reserved under the Plan
not previously registered and also in respect of shares issued under the Plan that are forfeit
or expire are available for future grants of awards under the Plan. |
| | |
| (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 January 14, 2026, which was $0.738525 per
share. |