Netcapital Q3 2025 Earnings Report

Netcapital EPS Results

• Actual EPS: -$1.57
• Consensus EPS: -$0.70
• Beat/Miss: Missed by -$0.87
• One Year Ago EPS: -$13.60

Netcapital Revenue Results

• Actual Revenue: $0.15 million
• Expected Revenue: $1.13 million
• Beat/Miss: Missed by -$977.00 thousand
• YoY Revenue Growth: N/A

Netcapital Announcement Details

• Quarter: Q3 2025
• Date: 3/17/2025
• Time: Before Market Opens
• Conference Call Date: Wednesday, March 19, 2025
• Conference Call Time: 10:00AM ET

Netcapital (NASDAQ:NCPL) operates an SEC-registered online capital–raising platform that connects emerging companies with a broad base of individual and institutional investors. Through its web-based portal, Netcapital enables issuers to conduct equity offerings under Regulation CF, Regulation A+ and Regulation D, providing a streamlined process for startups and growth-stage businesses seeking to access private capital markets. The company’s platform incorporates digital subscription, investor accreditation checks and regulatory compliance tools designed to simplify deal execution for both issuers and backers.

For entrepreneurs and small-business owners, Netcapital offers end-to-end support that includes deal structuring, compliance workflow, and marketing assistance. Issuers can customize offering terms, set fundraising targets and engage directly with prospective investors via online communications and pitch materials. By leveraging automated workflows and standardized disclosure templates, the platform aims to reduce the cost and complexity traditionally associated with private securities offerings.

From the investor perspective, Netcapital provides access to curated deal flow spanning technology startups, consumer products, real estate ventures and specialty finance transactions. Accredited and non-accredited investors alike can browse available offerings, review offering documents and participate in funding rounds with custom investment ticket sizes. In addition, Netcapital has launched a regulated secondary trading venue that allows qualified investors to buy and sell previously issued securities in a digital environment.

Founded in 2015 and headquartered in New York City, Netcapital went public in mid-2022, listing its shares on the Nasdaq under the symbol NCPL. The company is led by a team of professionals with backgrounds in financial services, securities law and technology development. Netcapital’s platform serves issuers and investors across the United States, reflecting its commitment to expanding access to private-market opportunities.

Netcapital Q3 2025 Earnings Call Transcript

Key Takeaways

• Revenues fell 85% year-over-year to $152,682, driven by the absence of prior-year equity consulting services.
• Operating loss widened to $1.69 million and net loss increased to $3.01 million, including a $1.3 million impairment charge on a portfolio company.
• Net loss per share improved to a loss of $1.57 compared to a loss of $13.60 in the prior-year period.
• On November 22, 2024, Net Capital received FINRA approval to launch its broker-dealer subsidiary, Net Capital Securities Inc.
• Net Capital Securities can now handle private placements, support Reg A and Reg D equity raises, and partner with other broker-dealers, securing its first engagement with Algernon Neuroscience Inc.

Presentation

[Operator]

Thank you for holding. We sincerely appreciate your patience. Please stay on the line, and we'll be back in.

[Operator]

Good morning, and welcome to the Netcapital Third Quarter Fiscal 2025 conference call. At this time, all participants have been placed on a listen-only mode, and we will open the floor for your questions and comments after the presentation. Should you wish to join the queue at any time to ask a question, you may press Star 1 on your telephone keypad. Should you wish to remove yourself from queue, you may press Star 2. It's now my pleasure to turn the floor over to your host, Coreen Kraysler, CFO of Netcapital. Coreen, the floor is yours.

[Coreen Kraysler, CFO at Netcapital]

Thank you, Tom. Good morning, everyone, and thank you for joining Netcapital's third quarter fiscal 2025 financial results conference call. I'm Coreen Kraysler, CFO of Netcapital, and I'll begin by reviewing our financial results, and then our Chief Executive Officer, Martin Kay, will share his prepared remarks before we open the Q&A portion of our call. Before we begin, I'd like to remind everyone of the safe harbor disclosure regarding forward-looking information. Management's discussion may include forward-looking statement.

[Coreen Kraysler, CFO at Netcapital]

These statements relate to future events or future financial performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. Any forward-looking statements reflect management's current views with respect to operations, results of operations, growth strategy, liquidity, and future events.

[Coreen Kraysler, CFO at Netcapital]

Netcapital assumes no obligation to publicly update or revise these forward-looking statements for any reason or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. With that said, I'd like to now turn to our financial results for the second quarter fiscal 2025. Revenues for the three months ended January 31, 2025, decreased by $890,111 or approximately 85% to $152,682 as compared to $1,042,793 during the three months ended January 31, 2024.

[Coreen Kraysler, CFO at Netcapital]

The decline in revenue was attributed to the lack of consulting service revenue for equity securities in Q3, 2025, as compared to revenue of $862,346 for consulting services for equity securities in Q3, 2024. In fiscal 2025, management has focused on establishing our broker-dealer subsidiary to gain additional sources of revenue, and we have not been pursuing the equity-based revenue contracts.

[Coreen Kraysler, CFO at Netcapital]

On November 22, 2024, we received FINRA approval for our broker-dealer subsidiary, Netcapital Securities Inc. We reported an operating loss of $1,687,692 for the third quarter fiscal 2025, as compared to an operating loss of $1,205,157 for the third quarter of fiscal 2024. We reported a net loss for the third quarter fiscal 2025 of approximately $3,006,537, as compared to a net loss of approximately $2.2 million for the same period in the prior year. Third quarter results reflect an impairment charge of $1.3 million for one of our portfolio companies. We recorded a net loss per share of $1.57 EPS for the third quarter, compared to EPS of a loss of $13.60 a share for the same period in the prior year. I'll now turn the call over to our CEO, Martin Kay.

[Martin Kay, CEO at Netcapital]

Thank you, Corinne, and thank you to all our shareholders for being on this call today and for your continued interest and support of the company. As you heard from Corinne, we did face a tough time during the quarter. From a revenue perspective, we had a decrease, which we already touched on. While I do not want to diminish this, I do want to look at a major success we had during the quarter with our wholly owned subsidiary, Netcapital Securities Inc., or NSI, becoming a broker-dealer. During the year, as a company, we have shifted some focus towards the goal of establishing Netcapital Securities as a broker-dealer, and we successfully completed this goal following approval by the Financial Industry Regulatory Authority, or FINRA, in November. NSI is now approved to do three things. First, handle private placements of securities as well as referral business.

[Martin Kay, CEO at Netcapital]

Second, support companies raising equity capital under Reg A and Reg D, enabling larger fundraisers and potentially attracting a broader range of issuers. Thirdly, partnering with other broker-dealers. Looking forward, we are pleased that Algernon NeuroScience recently engaged Netcapital Securities for one of those planned Regulation A or Reg A offerings and to provide broker-dealer and administrative services. Although the market environment remains uncertain, management remains cautiously optimistic, and we look forward to keeping you updated on our progress. As always, thank you for your interest and support of Netcapital. Operator, we are ready for questions.

[Operator]

Certainly. Ladies and gentlemen, the floor is now open for questions. If you wish to join the queue to ask a question at this time, please press Star 1 on your telephone keypad. We do ask, if listening on speakerphone this morning, that you pick up your handset while asking your question to provide optimal sound quality. Once again, if you wish to join the queue to ask a question at this time, please press Star 1 on your telephone keypad to join the queue. Please hold a moment while we pull for questions. Once again, as a final reminder, should you wish to join the queue to ask a question, you may press Star 1 at this time to join the queue. Once again, that'll be Star 1 to ask a question. There are no questions in queue at this time. I would now like to turn the floor back to Martin Kay for closing comments.

[Martin Kay, CEO at Netcapital]

Okay. Thank you, Tom, and thanks, Corinne, our CFO, and thank you all for joining and, again, for your continued interest and support of the company. Take care. Thank you.

[Operator]

Thank you. This does conclude today's conference call. You may disconnect your lines at this time and have a wonderful day. Thank you for your participation.

Participants

Executives

• Coreen Kraysler, CFO
• Martin Kay, CEO