Netcapital Inc.

Good day and welcome to the NetCapital Inc. earnings call. At this time, all participants have been placed on a listen-only mode. The floor will be open for questions and comments following the presentation. It is now my pleasure to turn the floor over to your host, Corrine Kreisler. Ma'am, the floor is yours.

Thank you, Holly. Good morning, everyone, and thank you for joining NetCapital's second quarter fiscal 2026 financial results conference call. I'm Corrine Kreisler, CFO of NetCapital, Inc. I will begin by reviewing our financial results, and then our Chief Executive Officer, Rich Wheelis, 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 statements. 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 strategies, liquidity, and future events. 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 2026. We reported revenues of approximately $51,000 for the three months ended October 31, 2025, as compared to approximately 170,000 during the three months ended October 31, 2024. The decrease in revenues was primarily attributed to a decrease in portal fees during the quarter. I'll add that our revenues can be lumpy quarter over quarter as the timing of large client funding events can have an outsized impact on results. We reported an operating loss of approximately $2.1 million compared to an operating loss of approximately $2.2 million for the second quarter of fiscal year 2025. We reported a loss per share of 44 cents compared to a loss per share of $2.34 for the second quarter of fiscal year 2025. As of October 31, 2025, the company had cash and cash equivalents of approximately $1.7 million. I'll now turn the call over to our CEO, Rich Wheelis.

Thank you very much, Karine, and thank you, everybody, for joining the call today. This marks my first call with investors, and I want to start by emphasizing how excited I am to join NetCapital at this pivotal moment in our evolution. Throughout my career, I've been drawn to businesses that use technology to open doors that were previously closed. And NetCapital's mission to democratize access to private investments fits up perfectly. I've been involved in the blockchain crypto industry for numerous years and have had success with going back to one of my prior companies, Tal, which we made the ASIC chips for crypto miners. For example, in 2018, we were able to raise $33 million and execute on our strategy, which led to a 1260% increase in our share price in a four-month timeframe. So given the market size anticipated growth in the tokenized asset market, as well as experience of our team, I do believe that we're very well positioned to be able to be successful with our new strategy and drive value for all shareholders. Quite simply, NetCapital has significant opportunity for revenue enhancement by helping overall small businesses integrate crypto and blockchain into their financing and capital market strategy. The company already has a proven regulated platform that connects entrepreneurs with investors in a simple, transparent way. And I see this as a tremendous opportunity for us to build upon that foundation as we expand into new asset classes and blockchain-enabled solutions. I'm really looking forward to working alongside the team and with our issuer and investor communities to make NetCapital a leading digital ecosystem for founders seeking growth capital and investors looking to participate in the next generation of innovative companies. So I want to spend a few minutes putting our recent results into context. walking through how our strategy is involved and then talking about where we're focused going forward in emerging market drivers that may be the wind at our backs. We are in a transition period and our second quarter fiscal 2026 revenues continue to be impacted by the fact that we've exited a consulting for equity model that while it's generated revenue, this was not scalable in cash terms and made it harder for investors to see the underlying economics of our business. Against that backdrop, we made a strategic decision to resettle the company around our core FinTech platform and our recently licensed broker dealer. Our funding portal is fundamentally a technology business. We have a generally fixed cost platform and a relatively small employee base. So when we add more offerings and more volume, those incremental values, I'm sorry, incremental revenues will follow with attractive incremental margins. That is the kind of operating leverage that we want to see in a FinTech model. In parallel, our wholly owned subsidiary, Net Capital Securities, allows us to participate in Reg A capital raises, which are typically larger than Reg CF offerings, and it potentially expands the base of issuers and investors we can serve. So as we look ahead, the strategy is straightforward. Grow volume on a platform that is now structurally more scalable, fully leverage our broker-dealer to unlock larger transactions and a broader product set, and position the company for emerging opportunities from digital assets and tokenization, which we view as a logical extension of our existing business. We plan to focus on where blockchain generally adds value, which can encompass how security is recorded, how they're traded, or how liquidity mechanisms are structured. And we always evaluate each opportunity with a long-term lens. How does it create durable value for the company and for shareholders? And can it be executed in a way that is consistent within the requisite regulatory framework? Lastly, I'll touch on the macro environment and why I'm very excited about the timeliness of our push in our position for success. There's the emerging new category for U.S. compliant utility token sales that we believe is decentralizing token ownership. and seeding long-term network growth. For example, Coinbase's Monad token sale last month in November demonstrated strong pent-up demand for U.S. recapitulation patient and utility token offerings. $269 million was raised from 86,000 buyers and less than 24 hours. This was not just speculation, but it was rather, it was a clear market signal. With our position as a broker-dealer and deep regulatory expertise, we have a compliant bridge between global token ecosystems and U.S. retail investors. This new category has the potential for high-margin revenue streams on top of our current business. And a single successful token sale may generate revenue that's equivalent to dozens of our regular traditional red CF offerings, with a similar compliance list but higher margins. In addition, with 100,000 US Investors Network, and over 300 companies that we've successfully funded. We have the foundation and a track record to succeed in this market. With all that being said, we'll open the call up for Q&A.

Certainly. At this time, we will be conducting a question and answer session. If you have any questions or comments, please press star 1 on your phone at this time. We ask that while posing your question, you please pick up your handset if listening on speakerphone, to provide optimum sound quality. Once again, that is star 1 to ask a question. Please hold while we poll for questions. Your first question for today is from Todd Oberle with Insight Investments.

Well, can you hear me rich? Yes. Morning. Morning. So regarding this past quarter, I know you're you're, you know, newly hired CEO, but there was 51,000 revenues across what I believe is 20 something employees. I've seen that 20 something reference in the past. And so, you know, maybe give me your outlook on what's the right employee count, considering there's almost zero revenues in this company. and not understand how they justified so many employees for so long when there's, you know, no revenue being generated. So that's question one. And the second question is similar to that. And there's been a, you know, issued a broker general license for, I think, around a year for the company. And has there been any revenue at all from reg A offerings to this point?

Yeah. So in terms of the first one, We're focused on the pivot we have. The regulatory market is very positive right now, and we will look to execute on this new strategy that we've laid out. I'm not too worried about what's really happened in the past. The company's in a great position. I'm very excited for where we can be, so I'm not so focused. I'm not worried about where we will require students as well because we've made a bit of a pivot. We can make pivots sometimes, and the short-term revenue will kind of struggle as we do that.

I'm going to jump in here. This is Corrine Kreisler. I'm the CFO. Regarding your question about the broker-dealer, I would point to I think you should look at the quarter that we will report next, and it wouldn't surprise me if you saw revenues from the broker-dealer in that quarter.

Okay. So there's been no revenues to this point. Is that how I can take it? From the broker dealer?

I'm going to reiterate the answer that I just gave you.

And then I guess in terms of that employee count, so I guess the takeaway is employee count is going to stay the same. I know that the past is the past, but going forward, what is the right number considering the size of the company, the cash balance, the cash burn?

So I'm going to – reiterate what Rich said, which is we're very much focused on our new strategy and generating more news. You can't cost cut your way to growth. So our focus, we're very excited about the new model. And as Rich mentioned, the regulatory environment for tokenized assets appears to be favorable right now. So we are excited about that. We'd also ask people in the queue for questions, so please limit your questions to one question plus one follow-up. Operator, can we move to the next person in queue, please?

Certainly. Your next question is from Emily McAllen, a private investor.

Hi. I would like this question to the new CEO, Rich, and I am just curious how it is justified to give away 20% of the outstanding share count for a defunct software business. I'm just a little puzzled here. And I'd like Rich to answer that.

Yeah. In short, it helps. Good morning. I appreciate the question. This helps along with our new strategy with the tokenized asset model to help us to be able to execute on that strategy. We would not have done this if it did not make sense for our overall plan. I would ask you to give us a little bit of time and appreciate everyone's patience on this and No, there is a plan and path forward that we plan on executing.

What's the plan? Please elaborate. That's pretty vague.

Yeah, we're going to get more into it in the coming days, but there is a strategy laid out that we are doubling down on the tokenized asset market, which I had mentioned and alluded to earlier in the call, and utilizing our existing platform that we do have, the crowdfunding platform and our broker-dealer as well, and we continue to look for existing technologies and pieces that fit in place to execute on that strategy.

So giving away 20% of the shares is justified for a defunct business? Excuse me, Emily, I'm going to answer your question for you and follow on to what Rich said. So I'm assuming that you're referring to rivets and what rivets bring to the table. Yes, okay. So what rivets bring to the table is both expertise and code. plus the system, platform, and technology stack to produce tokenized assets in a safe and secure manner, in a safe and secure manner. So that is why we bought Rivets. We feel that it's very key to our ability to execute our strategy shift to tokenize assets moving forward. So what was Horizon purchased for then? Because I thought that was similar. I'm sorry, I couldn't hear your question. I said, so what was the Horizon software purchase for them? Because I thought that was the purpose of Horizon. You guys gave away 20% of the outstanding shows at that time back in June. Jason, do you have a response to that?

Hi, Emily. Yeah, my understanding is that both Horizon and Revit will work together as part of this pivot, but I would defer to Rich on that. And I would also point out that I understand that, you know, roughly 20% of the stock is a large number, but also when you understand the market cap of the company and, you know, the company has identified acquisitions that the company believes is critical to the future, you know, the market cap of the company makes it difficult to do those transactions without a larger percent of the company.

That's correct. Okay. There are no further questions in queue. We do have a question from John Davis. John, your line is live.

Yeah, hi. I'm just curious how, going back to, I think, what the previous person asked is, you know, the auditors have to justify this acquisition and also, you know, NASDAQ flags this, which is probable. You also have to justify that, and the auditors will have to justify that. Can you walk us through how you justify the defunct 2021 company in acquiring this? Because it should have, since it's been defunct since 2021, this should have been incredibly inexpensive. But there are clearly no bidders on it. So how did the auditors justify this from a GAAP accounting and that you could present to NASDAQ to prove that it was worth its value?

So in that, I'm just going to, let me just add in there. It fits in with our overall strategy with what we're looking to do. I'm looking forward to where we're going to go with this company going forward. And, you know, I love the technology personally. I've been briefed on it. I understand how this fits in with our overall plan. And sometimes you've got to pay a little bit for, you know, a very good technology. And it fits in with what we're looking to do. That's the best I can answer in terms of, you know, I know that doesn't exactly address what you're saying in terms of the auditors and other pieces related to that.

I would just add that this technology is actually quite critical to our strategy moving forward. And in terms of total dollars paid, it was not that much money.

There are no further questions in queue.

Rich, you want to come up, please? Yeah, sure. Yeah. So thank you, everyone. That concludes our meeting. Sorry about that. Thank you, operators. To sum it up, our mission has not changed. We're here to democratize access to private capital markets for issues who need growth capital and for investors who want access to opportunities that have historically been hard to reach. Everything that we're doing from product innovation to selective blockchain integration is to the pursuit of larger regulated transactions is aimed at building a more open, efficient, and scalable private markets ecosystem. We have made investments in the vital infrastructure and to execute a strong growth plan in calendar year 2026 and beyond. We have already repositioned that capital around a more scalable combination of a funding portal and a broker-dealer. We're laser focused on leveraging these advantages towards profitability. I look forward to work with investors, clients, employees, and government to create value and drive the company's future direction and updating on our progress in the coming months and on our next call in March. And once again, thank you to everyone who's joined today. We appreciate your continued interest in supporting NetCapital. Have an amazing day.

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