Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
Netcapital Inc.
___________________________________________
(Name of Issuer)
Common Stock
___________________________________________
(Title of Class of Securities)
64113L103
___________________________________________
(CUSIP Number of Class of Securities)
Timothy B. Johnson
c/o Bard Associates, Inc.
135 South LaSalle St, Suite 3700
Chicago, Illinois 60603
(312) 782-9600
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 25, 2023
___________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [ ]
CUSIP No. 64113L103 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Bard Associates, Inc.
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF, OO
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
___________________________________________________________________
:(7) SOLE VOTING POWER
NUMBER OF SHARES BENEFICIALLY : 73,000 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 1,421,835 shares (none)
________________________________
:(9) SOLE DISPOSITIVE POWER
: 73,000 shares
________________________________
:(10) SHARED DISPOSITIVE POWER
: 1,421,835 shares (shared)
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,494,835 shares (includes 1,261,310 common shares and
233,525 warrants)
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.0%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA, CO
___________________________________________________________________
CUSIP No. 64113L103 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Timothy B. Johnson
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF, PF
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
___________________________________________________________________
:(7) SOLE VOTING POWER
: 101,400 shares
NUMBER OF SHARES BENEFICIALLY :
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: 1,393,435 (none)
________________________________
:(9) SOLE DISPOSITIVE POWER
: 101,400
________________________________
:(10) SHARED DISPOSITIVE POWER
: 1,393,435 (shared)
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,494,835 shares (includes 1,261,310 common shares and
233,525 warrants)
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
19.0%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IN, HC
___________________________________________________________________
Item 1. Security and Issuer
This statement on Schedule 13D/A (this "Schedule 13D/A") relates to the common
stock, $0.001 par value (the "Common Stock"), of Netcapital, Inc., a Utah
corporation (the "Issuer"). The address of the Issuer's principal executive
office is State Street Financial Center, 1 Lincoln Street, Boston,
Massachusetts 02111.
Information given in response to each item shall be deemed incorporated by
reference in all other items, as applicable.
Item 2. Identity and Background
(a) This Schedule 13D/A is being filed by and on behalf of Bard Associates,
Inc. ("Bard"), an Illinois corporation (the "Investment Manager"), and (ii)
Timothy B. Johnson, a citizen of the United States of America and the President
of Bard Associates, Inc. ("Mr. Johnson"). The Investment Manager and Mr.
Johnson are herein sometimes referred to each as a "Reporting Person" and
collectively as "Reporting Persons".
(b) The principal business address of the Reporting Persons is 135 South
LaSalle Street, Suite 3700, Chicago, IL 60603.
(c) Mr. Johnson is the President of Bard Associates, Inc. The
principal business of Bard is serving as an investment adviser to its clients
by purchasing, holding and selling securities for investment purposes.
(d) During the last five years, none of the Reporting Persons has been (i)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws. The Reporting Persons disclaim membership in a group.
Item 3. Source and Amount of Funds or Other Consideration
(a) The Reporting Persons used approximately $2,703,201 (including brokerage
commissions) in the aggregate to purchase the shares of Common Stock and
Warrants reported in this Schedule 13D/A.
(b) The source of the funds used to acquire the shares of Common Stock reported
herein were assets of Bard's respective clients and none were assets of Bard
Associates, Inc. These funds at any given time may include funds borrowed on
margin in the ordinary course of business and on customary terms.
Item 4. Purpose of Transaction
Investment purposes.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number and percentage of Securities to which this Schedule
13D/A relates is 1,494,835 shares of the common stock of the Issuer,
constituting approximately 19.0% of the Issuer's outstanding shares. This amount
includes 233,525 warrants.
___________________________________________________________________
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Bard Associates, Inc.'s Voting Authority
Sole: 73,000 0.9%
Shared: 0 0.0%
None: 1,421,835 18.1%
Total 1,494,835 19.0%
Bard Associates, Inc.'s Dispositive Authority
Sole: 73,000 0.0%
Shared: 1,421,835 18.1%
Total 1,494,835 19.0%
___________________________________________________________________
Timothy B. Johnson's Voting Authority
Sole: 101,400 1.3%
Shared: 0 0.0%
None: 1,389,235 17.7%
Total 1,494,835 19.0%
Bard Associates, Inc.'s Dispositive Authority
Sole: 101,400 1.3%
Shared: 1,389,235 17.7%
Total 1,494,835 19.0%
(b) Bard Associates, Inc. generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary
accounts of its investment clients, and may be granted the sole
power to vote or direct the vote of such Securities; such powers
may be retained by or shared with the respective clients for shared
or non-discretionary accounts.
(c) Please see Schedule A for purchase and sale transactions in
the Securities during the past sixty days.
(d) The investment advisory clients of Bard Associates, Inc. have the sole
right to receive and, subject to notice, to withdraw the proceeds
from the sale of the Securities, and the sole power to direct the
receipt of dividends from any of the Securities held for their
respective accounts. Such clients may also terminate the investment
advisory agreements without penalty upon appropriate notice. Bard Associates,
Inc. does not have an economic interest in any of the Securities reported
herein.
(e) Bard clients hold 233,525 warrants for common shares of Netcapital, which
are included in the figures reported here and in total shares outstanding.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by discretionary
private accounts of Bard Associates, Inc. are established in written investment
advisory agreements between clients and Bard, which are entered into in the
normal and usual course of the business of Bard as a registered investment
advisor and which are generally applicable to all securities purchased for the
benefit of each such discretionary private account. There are no special or
different agreements relating to the Securities of the Issuer.
Item 7. Material to be Filed as an Exhibit
SCHEDULE A Transactions in the Shares During the Past Sixty Days
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: January 7, 2023
Bard Associates, Inc.
By /s/ Timothy B. Johnson
_______________________________
Timothy B. Johnson
President
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Transaction Type Date # of Shares Price per Share
(including of commissions)
None.
Bard Associates, Inc.
Schedule 13D Riders
Rider 1A
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to all other
provisions of the Act (however, see the Notes).
Rider 6A
Based upon 7,640,527 shares stated to be outstanding as of March 25, 2023
in the Issuer's Form 424B5 filed with the Securities Exchange Commission on
March 25, 2023 plus the assumed exercise of 233,525 warrants held by Bard.