Netcapital Inc. Receives Nasdaq Extension to Regain Compliance with Periodic Filing Requirement

The extension leaves listing and trading unchanged for now, but missed filing terms would trigger a delisting notification.

Rhea-AI Summary

Netcapital (Nasdaq: NCPL) received a Nasdaq extension to regain compliance with periodic filing requirements by February 9, 2027.

The November 5, 2026 letter requires the company to file its overdue annual report for the fiscal year ended April 30, 2026, and quarterly report for the quarter ended July 31, 2026. Nasdaq granted the exception after reviewing materials submitted in October. The letter has no immediate effect on listing or trading. If Netcapital misses the deadline, Nasdaq staff will issue a delisting notification, which the company may appeal to a Nasdaq Hearings Panel. Netcapital intends to complete and file the reports as promptly as practicable.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 2 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointNasdaq granted an extension through February 9, 2027 to file the overdue reports.
• Minor pointThe Nasdaq letter has no immediate effect on the listing or trading of Netcapital’s securities.

Negative

• Moderate pointOverdue annual and quarterly reports left Netcapital out of compliance with Nasdaq’s periodic filing requirement.
• Moderate point. Forward-looking: it has not happened yet and may not happen.Failure to meet the filing terms would trigger a delisting notification, subject to appeal.

Key Figures

Filing deadline: February 9, 2027

Filing deadline

February 9, 2027

Deadline to file the delinquent annual and quarterly reports

Historical Context

1 past event · Latest: Sep 25

1 event

1. Sep 25

   Nasdaq filing notice

   24h Move

   -20.6%

   Nasdaq cited overdue annual and quarterly reports and requested a compliance plan.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

form 10-k, form 10-q, nasdaq listing rule 5250(c)(1)

3 terms

form 10-k regulatory

"Annual Report on Form 10-K for the fiscal year ended April 30, 2026"

A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.

form 10-q regulatory

"Quarterly Report on Form 10-Q for the quarter ended July 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

nasdaq listing rule 5250(c)(1) regulatory

"regain compliance with Nasdaq Listing Rule 5250(c)(1)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BOSTON, MA, Nov. 09, 2026 (GLOBE NEWSWIRE) -- Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”) today announced that on November 5, 2026, it received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company an exception to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”).

As previously disclosed, on August 24, 2026, and September 21, 2026, the Staff notified the Company that it was not in compliance with the Rule. The notices were issued because the Company had not filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026, and its Quarterly Report on Form 10-Q for the quarter ended July 31, 2026 (together, the “Delinquent Reports”). The Staff granted the exception after reviewing the materials the Company submitted on October 22 and October 23, 2026.

Under the terms of the exception, the Company must file the Delinquent Reports on or before February 9, 2027. If the Company does not satisfy these terms, the Staff will provide written notification that the Company’s securities will be delisted, and the Company may then appeal the Staff’s determination to a Nasdaq Hearings Panel.

The Nasdaq letter has no immediate effect on the listing or trading of the Company’s securities on The Nasdaq Stock Market. The Company is working diligently to complete the Delinquent Reports and intends to file them as promptly as practicable.

This announcement is made in accordance with 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. Forward-looking statements include, but are not limited to, statements regarding the Company’s ability and intention to regain compliance with Nasdaq’s minimum bid-price requirement; the potential use, timing, approval, implementation, and effectiveness of a reverse stock split; the anticipated timing of the filing of the Company’s Annual Report on Form 10-K; the Company’s ability to satisfy Nasdaq continued listing standards; the potential outcome of any Nasdaq process or hearing; and the Company’s ability to address operational, regulatory, reporting, and listing-related matters. These forward-looking statements are based on the Company’s current expectations, estimates, assumptions, and projections and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the Company’s ability to maintain a closing bid price of at least $1.00 per share for the period required by Nasdaq; market conditions and volatility in the trading price of the Company’s common stock; the Company’s ability to obtain any required corporate or stockholder approvals; the timing and effectiveness of any reverse stock split; the Company’s ability to complete required financial reporting and audit procedures; the timing and outcome of Nasdaq determinations; the Company’s ability to meet other Nasdaq continued listing requirements; its ability to raise capital; and general economic, market, regulatory, and business conditions. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.

Investor Contact
800-460-0815
ir@netcapital.com 

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Netcapital’s deadline to regain Nasdaq filing compliance?

Netcapital must file both overdue reports by February 9, 2027: its annual report for the fiscal year ended April 30, 2026, and quarterly report for the quarter ended July 31, 2026.

What happens if Netcapital misses its Nasdaq filing deadline?

Nasdaq staff will provide written notification that Netcapital’s securities will be delisted if the company does not satisfy the exception’s terms. Netcapital may then appeal that determination to a Nasdaq Hearings Panel.