Netcapital Inc. Announces Receipt of Nasdaq Notification Regarding Delayed Annual Report on Form 10-K
Rhea-AI Summary
Netcapital (Nasdaq: NCPL) received a delinquency notification from Nasdaq’s Listing Qualifications Department on August 24, 2026, because it has not yet filed its Form 10-K for the fiscal year ended April 30, 2026, and is therefore not in compliance with Nasdaq Listing Rule 5250(c)(1).
The notice does not immediately affect the listing or trading of Netcapital’s common stock or warrants. The company has until October 23, 2026 to submit a compliance plan, and Nasdaq may grant up to February 9, 2027 to regain compliance. Netcapital intends to submit a plan and file the Form 10-K as soon as practicable but notes there is no assurance of Nasdaq’s acceptance or continued listing.
Positive
- Nasdaq notice has no immediate effect on NCPL listing or trading
- Company has 60 days, until October 23, 2026, to submit compliance plan
- Nasdaq may grant up to 180 days, until February 9, 2027, to regain compliance
- Netcapital intends to submit a plan and file the Form 10-K promptly
Negative
- Company currently not in compliance with Nasdaq Listing Rule 5250(c)(1)
- Annual Report on Form 10-K for year ended April 30, 2026 is delayed
- Risk that Nasdaq may not accept the compliance plan
- Possibility that Netcapital may not regain or maintain Nasdaq listing compliance
Market Reaction – NCPL
Following this news, NCPL has declined 2.53%, reflecting a moderate negative market reaction. Our momentum scanner has triggered 30 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $0.53. Trading volume is exceptionally heavy at 1251.3x the average, suggesting significant selling pressure.
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Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Aug 12 | CEO statement | Neutral | -0.3% | Company statement produced a slight negative 24-hour price reaction. |
| Aug 10 | Nasdaq compliance extension | Positive | -12.8% | Additional 180-day minimum-bid compliance period was granted, but shares declined. |
| Jul 31 | SEC rule stay | Positive | +0.7% | SEC review stayed a new Nasdaq market-value delisting requirement. |
| Jun 10 | Investor conference call | Neutral | +2.1% | Scheduled discussion of strategic initiatives preceded a positive price reaction. |
| Jun 04 | Mortgage asset acquisition | Positive | +1.0% | Non-binding acquisition LOI announced with $5.0 million preferred-stock consideration. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
NCPL's reactions to regulatory news were mixed, declining 12.82% after a Nasdaq compliance extension but rising 0.73% after an SEC rule stay.
Key Terms
form 10-k regulatory
nasdaq listing rule 5250(c)(1) regulatory
delinquency notification letter regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
BOSTON, Massachusetts, Aug. 28, 2026 (GLOBE NEWSWIRE) -- Netcapital Inc. (Nasdaq: NCPL) (the “Company”) today announced that on August 24, 2026 it received a delinquency notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
The Notice has no immediate effect on the listing or trading of the Company’s common stock or warrants on The Nasdaq Stock Market. Under the Nasdaq Listing Rules, the Company has 60 calendar days from receipt of the Notice, or until October 23, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-K’s due date, or until February 9, 2027, for the Company to regain compliance.
The Company intends to submit a plan to regain compliance within the period required by Nasdaq and to file the Form 10-K as promptly as practicable. However, there can be no assurance that Nasdaq will accept the Company’s plan, that the Company will be able to regain compliance with Nasdaq Listing Rule 5250(c)(1), or that the Company will be able to maintain compliance with other Nasdaq continued listing requirements.
This press release is issued pursuant to, and is intended to satisfy, the public announcement requirement of Nasdaq Listing Rule 5810(b).
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc., is registered with the U.S. Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority. The Company’s broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the Company’s intention to submit a plan to regain compliance with the Nasdaq Listing Rules and to file the Form 10-K, and the timing thereof. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, among others: the Company’s ability to complete its financial statements and the audit thereof; the Company’s ability to engage an independent registered public accounting firm; whether Nasdaq accepts any compliance plan submitted by the Company and grants any exception period; the outcome of the previously disclosed SEC civil action; and the Company’s liquidity and financial condition. These and other risks are described in the Company’s filings with the Securities and Exchange Commission. All forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement except as required by law.
Contact:
800-460-0815
ir@netcapital.com
