Netcapital (NASDAQ:NCPL) Chief Executive Officer Todd Violette outlined a strategic reset for the company during a shareholder update call, saying the online capital formation platform is shifting toward what he described as an “AI-enabled capital markets infrastructure” model.
Violette said Netcapital has been “undervalued by the market” and “under-monetized internally,” arguing that the company’s Nasdaq listing, regulatory infrastructure, operating history, issuer and investor relationships, and accumulated data represent meaningful assets. He said the company is pursuing an operational, strategic and revenue model reset rather than a “cosmetic” change.
Company Acquires NetNudge AI Agent Platform Assets
Violette highlighted Netcapital’s acquisition of substantially all assets related to the NetNudge AI agent platform from CoreSharp Corporation, which was announced in an 8-K filing. He described NetNudge as an AI agent platform designed to help businesses automate and manage operations, customer engagement, workflow processes, analytics and decision support.
According to Violette, the acquired assets include intellectual property, source code, object code, repositories, documentation, prompts, libraries, automation logic, APIs, training materials, datasets, marketing materials and related business development assets.
“We acquired its infrastructure layer that we believe can help power the next phase of Netcapital,” Violette said.
He said the company pursued the transaction because of timing and value, noting that Netcapital’s stock was trading at 36 cents when the deal was structured. Violette said he believes AI-driven automation can affect the economics of Netcapital’s business, while adding that the company is not trying to “chase the hype” around AI agents.
Deal Structure Includes Performance-Based Component
Violette addressed potential shareholder concerns about dilution, saying the acquisition was structured to be “shareholder-friendly and protective.” The initial consideration consisted of 600,000 shares of Series A convertible preferred stock with a stated value of $1.50 per share, or an initial stated value of $900,000.
An additional 600,000 preferred shares may be issued only if specific performance milestones are met. Violette said cumulative GAAP revenue of the acquired business unit must equal or exceed $3 million from June 1, 2026, through May 31, 2029, as reflected in Netcapital’s audited consolidated financial statements and confirmed in writing by the company’s independent auditor.
He also said the preferred stock is convertible into common stock only at the company’s election on a one-for-one basis, subject to customary adjustments, and that holders do not have the right to require conversion.
Pricing Model to Move to Four Tiers
Violette said Netcapital will overhaul its pricing model beginning June 15, moving to four pricing levels. The entry-level product will be priced at $7,500 with a 7% commission. Higher tiers will be priced at $25,000, $50,000 and $100,000, each with a 4.99% commission structure.
He said the prior pricing model did not reflect the value of the company’s services and did not properly segment clients based on service needs. Violette described the new model as a “business model redesign,” rather than simply a price increase.
The entry-level product is expected to become increasingly automated over time using AI systems and agents, Violette said. For the higher-priced tiers, the company plans to use more human service, including trained personnel, direct phone access and higher-touch execution.
“AI handles the volume layer. People handle the premium layer,” Violette said.
Internal AI Development Effort
Violette said one of his early decisions as CEO was to give the entire Netcapital staff access to the Google AI environment and assign employees to build materials from their actual work, including videos, transcripts, presentations, scripts and training scenarios.
He said these efforts are intended to create proprietary training data based on Netcapital’s own capital formation workflows, compliance scenarios, issuer onboarding processes and investor communication patterns. Violette said the company expects to use that content to train and refine its AI systems, including the acquired NetNudge platform.
“What we are building is different,” he said. “We are generating proprietary training data.”
Platform Expansion Under Evaluation
Violette said Netcapital is working to make its portal more scalable and is exploring ways to expand the range of products and services that can be offered through the platform. He said Regulation Crowdfunding is where the company started, but “not necessarily the ceiling” of what the platform could support.
He added that Netcapital has “additional items in development” and transactions it is working on, but said the company is not in a position to discuss specifics. Violette said future developments would be communicated through SEC filings and public announcements when appropriate.
“We are early in the execution, but we believe the steps that we are taking are designed to create a more scalable, better segmented, and higher value capital formation platform,” Violette said.
About Netcapital (NASDAQ:NCPL)
Netcapital Inc 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.
