Q3 2026 Netcapital Inc Earnings Call

Operator: Thank you for holding. We look forward to talking with you soon. Please hold the line, and we'll be right back with you.

Speaker #1: Thank you for holding. We look forward to talking with you soon. Please hold the line, and we'll be right back with you.

Operator: Good morning, everyone, and welcome to Netcapital Inc.'s Earnings Call. At this time, all participants have been placed on a listen-only mode, so it is now my pleasure to turn the floor over to your host, Coreen Kraysler of Netcapital. Coreen, the floor is yours.

Speaker #5: Good morning, everyone, and welcome to Netcapital Inc.'s earnings call. At this time, all participants have been placed on a listen-only mode, so it is now my pleasure to turn the floor over to your host, Coreen Kraysler, of Netcapital.

Speaker #5: Coreen, the floor is yours.

Coreen Kraysler: Thank you, Jenny. Good morning, everyone, and thank you for joining Netcapital's Q3 Fiscal 2026 Financial Results Conference Call. I'm Coreen Kraysler, CFO of Netcapital Inc. I will begin by reviewing our financial results, and then our Chief Executive Officer, Rich Wheeless, will share his prepared remarks. 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.

Speaker #6: Thank you, Jenny. Good morning, everyone, and thank you for joining Netcapital's third quarter fiscal 2026 financial results conference call. I'm Coreen Kraysler, CFO of Netcapital Inc. I will begin by reviewing our financial results, and then our Chief Executive Officer, Rich Wheelus, will share his prepared remarks.

Speaker #6: 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.

Speaker #6: 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.

Coreen Kraysler: 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 Q3 of fiscal 2026. We reported revenues of approximately $94,000 for the three months ended 31 January 2026, and as compared to approximately $153,000 during the three months ended 31 January 2025. The decrease in revenues was primarily attributed to a decrease in funding 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.

Speaker #6: Even if new information becomes available in the future, with that said, I'd like to now turn to our financial results for the third quarter of fiscal 2026.

Speaker #6: We reported revenues of approximately $94,000 for the three months ended January 31, 2026, as compared to approximately $153,000 during the three months ended January 31, 2025.

Speaker #6: The decrease in revenues was primarily attributed to a decrease in funding 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.

Coreen Kraysler: We reported an operating loss of approximately $2.2 million compared to an operating loss of approximately $1.7 million for Q3 of fiscal 2025. We reported a loss per share of $0.32 compared to a loss per share of $1.57 for Q3 of fiscal year 2025. As of 31 January 2026, the company had cash and cash equivalents of approximately $715,000. I will now turn the call over to our CEO, Rich Wheeless.

Speaker #6: We reported an operating loss of approximately $2.2 million, compared to an operating loss of approximately $1.7 million for the third quarter of fiscal 2025.

Speaker #6: We reported a loss per share of $0.32, compared to a loss per share of $1.57 for the third quarter of fiscal year 2025.

Speaker #6: As of January 31, 2026, the company had cash and cash equivalents of approximately $715,000. I will now turn the call over to our CEO, Rich Wheelus.

Rich Wheeless: Thank you, Coreen. Fiscal Q3 2026 included my first two months as Netcapital's new CEO, and I'm more confident than ever in the company's value proposition to help small businesses meet their financing and capital markets needs. Since joining Netcapital, my work has focused on strengthening the company's technology foundation, improving operational efficiency, and supporting initiatives that position the platform for future growth. These efforts span platform architecture planning, regulatory tooling, workflow automation, and marketing enablement, areas I'll elaborate on in a moment. Cutting to Netcapital's core, our funding portal is fundamentally a technology business with a largely fixed cost structure, which means higher volume can drive attractive incremental margins. At the same time, Netcapital Securities allows us to participate in larger Reg A transactions and broaden the range of issuers and investors that we can serve.

Speaker #7: Thank you, Coreen. Fiscal third quarter 2026, including my first two months as Netcapital's new CEO. And I'm more confident than ever in the company's value proposition to help small businesses meet their financing and capital markets needs.

Speaker #7: Since joining Netcapital, my work has focused on strengthening the company's technology foundation, improving operational efficiency, and supporting initiatives that position the platform for future growth.

Speaker #7: These efforts span platform architecture planning, regulatory tooling, workflow automation, and marketing enablement—areas I'll elaborate on in a moment. Coming to Netcapital's core, our funding portal is fundamentally a technology business with a largely fixed cost structure.

Speaker #7: Which means higher volume can drive attractive incremental margins. At the same time, Netcapital Securities allows us to participate in larger Reg A transactions and broaden the range of issuers and investors that we can serve.

Rich Wheeless: This established regulated platform connects entrepreneurs and investors, and we are now building on that foundation by expanding into blockchain-enabled solutions. While Q3 fiscal 2026 revenue increased from Q2 fiscal 2026, I want to remind investors that we're still in a transition period as the underlying economics of our model will only be realized when operating at sufficient scale. I'm laser-focused on achieving this goal. Coupled with recent strategic investments, we believe that we have the right team and enhanced infrastructure in place to grow platform volume, leverage our broker-dealer to expand transaction opportunities, and benefit from digital assets and tokenization, which we view as a natural extension of our business.

Speaker #7: This established, regulated platform connects entrepreneurs and investors, and we are now building on that foundation by expanding into blockchain-enabled solutions. While third quarter fiscal 2026 revenue increased from second quarter fiscal 2026, I want to remind investors that we're still in a transition period as the underlying economics of our model will only be realized when operating at sufficient scale.

Speaker #7: I'm laser-focused on achieving this goal. Coupled with recent strategic investments, we believe that we have the right team and enhanced infrastructure in place to grow platform volume, leverage our broker-dealer to expand transaction opportunities, and benefit from digital assets and tokenization, which we view as a natural extension of our business.

Rich Wheeless: Turning to more specifics, during Q3 of fiscal 2026, in addition to signing 4 new broker-dealer clients, we executed on several strategic initiatives that we believe meaningfully advanced Netcapital's transformation into a more scalable digital private capital markets platform with increasing exposure to tokenization, digital securities, and technology-enabled investor engagement. First, we continued building the infrastructure to support the next phase of private market evolution. Through our partnerships with Horizon and Silicon Prairie, we are working to integrate primary issuance capabilities with blockchain-based technology and compliant secondary trading infrastructure. We believe this expanded platform architecture to position Netcapital to support a broader range of digital securities, tokenized real-world assets, and enhance liquidity solutions over time. Our goal is to create a more efficient and accessible marketplace for both issuers, investors, while remaining grounded in regulatory compliance.

Speaker #7: Turning to more specifics, during the third quarter of fiscal 2026, in addition to signing four new broker-dealer clients, we executed on several strategic initiatives that we believe meaningfully advanced Netcapital's transformation into a more scalable digital private capital markets platform with increasing exposure to tokenization, digital securities, and technology-enabled investor engagement.

Speaker #7: First, we continued building the infrastructure to support the next phase of private market evolution. Through our partnerships with Horizon and Silicon Prairie, we are working to integrate primary issuance capabilities with blockchain-based technology and compliant secondary trading infrastructure.

Speaker #7: We believe this expanded platform architecture positions Netcapital to support a broader range of digital securities, tokenized reward assets, and enhanced liquidity solutions over time.

Speaker #7: Our goal is to create a more efficient and accessible marketplace for both issuers and investors, while remaining grounded in regulatory compliance. Second, we announced our first tokenized asset issuer engagement with PureWave Hydrogen.

Rich Wheeless: Second, we announced our first tokenized asset issuer engagement with PureWave Hydrogen Corp., which we believe represents an important milestone in the execution of our tokenization strategy. This engagement is focused on structuring the securities-based tokenization of hydrogen drilling assets located in Kansas, and has the potential to become our first revenue-generating real-world asset tokenization project. Beyond the immediate opportunity, we view this engagement as an initial blueprint for future asset-backed tokenization mandates across additional sectors. By applying a standardized technology and fee framework, we believe we can build a repeatable model that supports a diversified and scalable platform revenue stream over time. Third, we enhanced our in-house creative and product capabilities through the acquisition of the assets of Iverson Design, LLC.

Speaker #7: We believe this represents an important milestone in the execution of our tokenization strategy. This engagement is focused on structuring a securities-based tokenization of hydrogen drilling assets located in Kansas, and has the potential to become our first revenue-generating real-world asset tokenization project.

Speaker #7: Beyond the immediate opportunity, we view this engagement as an initial blueprint for future asset-backed tokenization mandates across additional sectors. By applying a standardized technology and fee framework, we believe we can build a repeatable model that supports a diversified and scalable platform revenue stream over time.

Speaker #7: Third, we enhanced our in-house creative and product capabilities through the acquisition of the assets of Iverson Design. This transaction brought Michael Iverson to Netcapital as Chief Design Director and Head of AI Experience, along with the proprietary suite of AI-driven design, animation, and real-time rendering technologies.

Rich Wheeless: This transaction brought Michael Iverson to Netcapital as Chief Design Director and Head of AI Experience, along with the proprietary suite of AI-driven design, animation, and real-time rendering technologies.

Rich Wheeless: We believe these capabilities are strategically important as tokenization moves from concept to adoption. In our view, success in this market will depend not only on the regulatory and technical execution, but also on the ability to clearly communicate complex investment structures in a way that is accessible, intuitive, and compelling. With these capabilities in-house, we believe we can accelerate development cycles, improve issuer-facing and investor-facing content, and strengthen the overall user experience across our platform. Now, take a moment to elaborate on strategic product and development initiatives underway to drive our long-term growth strategy and the continued evolution of our platform. Under Netcapital's integrated development plan, we made substantial progress in aligning development priorities across several key areas, including wallet infrastructure, tokenization capabilities, and issuer onboarding enhancements.

Speaker #7: We believe these capabilities are strategically important as tokenization moves from concept to adoption. In our view, success in this market will depend not only on regulatory and technical execution, but also on the ability to clearly communicate complex investment structures in a way that is accessible, intuitive, and compelling.

Speaker #7: With these capabilities in-house, we believe we can accelerate development cycles, improve issuer-facing and investor-facing content, and strengthen the overall user experience across our platform.

Speaker #7: Now, take a moment to elaborate on strategic product and development initiatives underway to drive our long-term growth strategy and to the continued evolution of our platform.

Speaker #7: Under Netcapital's integrated development plan, we made substantial progress in aligning development priorities across several key areas, including wallet infrastructure, tokenization capabilities, and issuer onboarding enhancements.

Rich Wheeless: A major focus of mine has been ensuring these initiatives move forward as a part of the coordinated integrated development plan rather than a standalone efforts. That includes improving communication and alignment across internal teams and external technology partners, so that execution remains closely tied to our broader strategic roadmap. We advanced our early-stage planning around digital assets and tokenization. As we continue evaluating tokenized securities offerings and related opportunities, we've been focused on how blockchain-based assets can integrate with Netcapital's existing systems, regulatory workflows, and compliance architecture. We believe that foundational planning is important as the market evolves and as we position the platform to support next-generation capital formation models over time. Adding to our regulatory infrastructure, we developed a proprietary application designed to streamline the preparation of SEC EDGAR filings.

Speaker #7: A major focus of mine has been ensuring these initiatives move forward as a part of the coordinated, integrated development plan rather than a standalone effort.

Speaker #7: That includes improving communication and alignment across internal teams and external technology partners so that execution remains closely tied to our broader strategic roadmap. We advanced our early-stage planning around digital assets and tokenization.

Speaker #7: As we continue evaluating tokenized securities, offerings, and related opportunities, we've been focused on how blockchain-based assets can integrate with Netcapital's existing systems, regulatory workflows, and compliance architecture.

Speaker #7: We believe that foundational planning is important as a market evolves, and as we position the platform to support next-generation capital formation models over time.

Speaker #7: Adding to our regulatory infrastructure, we developed a proprietary application designed to streamline the preparation of SEC agri-filings. This tool helps clean and prepare XML filing documents, which can reduce formatting issues and improve filing efficiency for issuers.

Rich Wheeless: This tool helps clean and prepare XML filing documents, which can reduce formatting issues and improve filing efficiency for issuers. We have continued refining the platform to enhance reliability, performance, and usability, and we believe infrastructure like this can play an important role in creating a more scalable and issuer-friendly operating model. On the marketing communication side, we implemented an automated workflow connecting monday.com, Make, and Mailchimp to support the preparation of investor newsletter campaigns based on the marketing calendar, while still including human review prior to distribution. This is a practical example of how thoughtful automation can reduce manual effort, improve consistency, and support a more scalable communications framework as the business grows. Last, we began evaluating product analytics tools to help us better understand platform usage and user behavior.

Speaker #7: We have continued refining the platform to enhance reliability, performance, and usability, and we believe infrastructure like this can play an important role in creating a more scalable and issuer-friendly operating model.

Speaker #7: On our side, we implemented an automated workflow connecting Monday.com, Make, and Mailchimp to support the preparation of investor newsletter campaigns based on the marketing calendar.

Speaker #7: While still including human review prior to distribution, this is a practical example of how thoughtful automation can reduce manual effort, improve consistency, and support a more scalable communications framework as the business grows.

Speaker #7: Last, we began evaluating product analytics tools to help us better understand platform usage and user behavior. Over time, we believe a stronger analytics foundation can support more data-driven decision-making and help guide future product enhancements across the Netcapital ecosystem.

Rich Wheeless: Over time, we believe a stronger analytics foundation could support more data-driven decision-making and help guide future product enhancements across the Netcapital ecosystem. In summary, we've delivered several key operating milestones and made substantial progress in advancing multiple initiatives to broaden Netcapital's platform capabilities, deepen our monetization opportunities, and position the company at the intersection of private capital formation and digital asset innovation. While we are still in the early stages of this evolution, we believe the strategic groundwork laid during the quarter supports our long-term vision and expands the range of opportunities we could pursue going forward. Thank you. Operator, that concludes our prepared remarks.

Speaker #7: In summary, we've delivered several key operating milestones and made substantial progress in advancing multiple initiatives to broaden Netcapital's platform capabilities, deepen our monetization opportunities, and position the company at the intersection of private capital formation and digital asset innovation.

Speaker #7: While we are still in the early stages of this evolution, we believe the strategic groundwork laid during the quarter supports our long-term vision and expands the range of opportunities we can pursue going forward.

Speaker #7: Thank you. That concludes our prepared remarks.

Operator: Thank you very much. This does conclude today's conference call. Thank you very much for attending. Please, can you disconnect your phone lines and have a wonderful day? We thank you for your participation.

Speaker #1: Thank you very much. This does conclude today's conference call. Thank you very much for attending. Please disconnect your phone lines, and have a wonderful day.