Netcapital Inc. (NASDAQ: NCPL) carries a dilution overhang equal to 203% of its tradeable float — roughly 8.9 million shares of potential new supply against just 4.38 million shares available to public buyers today.
ShareStructure assigns NCPL a dilution risk score of 8 out of 10 (HIGH).
The Equity Line
The single largest source of that overhang is a $15,000,000 equity line of credit — a standing arrangement that lets the company force-sell shares to a counterparty — signed with Hudson Global Ventures and closed July 2, 2026. That commitment is 4.8 times NCPL's $3.15 million market capitalization. Puts under the facility are priced at 92% of the three lowest traded prices over the prior ten trading days — meaning each sale is filled at an 8% discount to the weakest recent prints, and the number of shares required per dollar rises as the stock falls.
Today, the Nasdaq 19.99% exchange cap — a rule that limits share issuance to roughly 20% of the pre-deal count without a shareholder vote — throttles the ELOC to 1,568,795 shares, about 36% of the float. Remove that cap and full utilization at recent levels would require approximately 40.6 million shares, or 5.2 times the entire current share count.
The Convertible Stack
Behind the equity line sit four variable-rate convertible notes — debt instruments whose holders can exchange principal for stock at a floating discount to market.
A $290,000 Dune Equity Holdings note converts at 75% of the lowest closing bid over ten trading days, producing roughly 1.08 million shares. Its $0.10 per-share floor — a minimum conversion price — explicitly voids upon any event of default. The note becomes convertible no later than December 28, 2026, regardless of company performance.
Three Vanquish Funding Group notes totaling $326,670 were amended on August 6, 2026 — the same disclosure cycle in which the company reported failing its first Nasdaq bid-price cure period — to convert at 65% of the lowest trading price over twenty days. That is a 35% discount. Conversion is triggered only by a default event, the sole mitigant. But the $0.10 floors on those notes begin lapsing in October 2026.
With $409,319 of cash against roughly $2.55 million of quarterly operating expenses, the company has approximately three weeks of runway.
The Shareholder Vote
The Dune agreement contractually requires a special meeting within 180 days of July 1, 2026 — by late December — and makes failure to obtain approval an event of default. If shareholders approve, the exchange caps on the Hudson ELOC, the Dune note and warrant, and the Vanquish notes all fall away simultaneously.
The Reverse Split
NCPL must execute a reverse stock split by approximately January 15, 2027 to cure a Nasdaq minimum-bid deficiency. This would be the company's third — following a 1-for-2,000 in 2020 and a 1-for-70 in 2024. The structural consequence is mechanical: a reverse split shrinks the share count and elevates the per-share price, but every discount-conversion formula in the stack immediately re-arms against that higher price. After the 2024 split reduced the count to 718,934 shares, it grew back to 7,847,899 in nineteen months — a 992% increase.
The Restricted Blocks
Another 2,430,000 restricted shares — issued to Rivetz Corp., Iverson Design, and GlobexUS Holdings in stock-for-asset deals that raised no cash — have all cleared their six-month Rule 144 holding periods and are now eligible for limited quarterly resale. Combined, they equal 55% of the current float.
NCSPL has 900 million shares authorized against fewer than 7.85 million outstanding, leaving a vast pool of unissued capacity. The Hudson ELOC resale registration is due by September 27, 2026; the Dune resale registration by August 30. Once those filings go effective, the first new shares could begin entering the float within weeks.