Netcapital Inc. Receives Nasdaq Notice Related to Delayed Quarterly Report on Form 10-Q

NCPL continues trading, but additional time to regain compliance depends on Nasdaq accepting the company's plan.

Rhea-AI Summary

Netcapital (NCPL) received a Nasdaq noncompliance notice on September 21, 2026, over its overdue quarterly and annual reports.

The company has not filed its Form 10-Q for the quarter ended July 31, 2026, and remains overdue on its Form 10-K for the year ended April 30, 2026. Netcapital has until October 23, 2026, to submit a compliance plan covering both reports. If Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the original Form 10-K due date, or until February 9, 2027, to regain compliance. The notice has no immediate effect on listing or trading; NCPL continues to trade on The Nasdaq Capital Market. Netcapital intends to submit the plan on time and file both reports as soon as practicable.

Positive

• None.

Negative

• September 21, 2026 noncompliance notice covers two overdue reports

News Explained

The notice provides a conditional next step if Nasdaq rejects the compliance plan: Netcapital may appeal to a Nasdaq Hearings Panel.

Market Context

On Aug 28, 2026, NCPL was up 29.74% following Nasdaq's notice over its delinquent 10-K; the present ...

Analysis

On Aug 28, 2026, NCPL was up 29.74% following Nasdaq's notice over its delinquent 10-K; the present notice adds an overdue 10-Q, making that earlier filing-compliance event a relevant comparison, not a forecast.

Key Figures

Delinquent periodic reports: 2 reports Compliance-plan deadline: October 23, 2026 Potential compliance extension: Up to 180 calendar days +1 more

Delinquent periodic reports

2 reports

Form 10-Q and Form 10-K

Compliance-plan deadline

October 23, 2026

Submit a plan covering both delinquent reports

Potential compliance extension

Up to 180 calendar days

Conditional on Nasdaq accepting the plan

Potential compliance deadline

February 9, 2027

Conditional on Nasdaq granting an exception

Historical Context

1 past event · Latest: Aug 28

1 event

1. Aug 28

   Nasdaq notice

   24h Move

   +29.7%

   Nasdaq notice cited delinquent 10-K and set a plan deadline for both filings.

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

Key Terms

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

3 terms

form 10-q regulatory

"Quarterly Report on Form 10-Q"

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.

form 10-k regulatory

"Annual Report on Form 10-K"

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.

nasdaq listing rule 5250(c)(1) regulatory

"not in 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, Sept. 25, 2026 (GLOBE NEWSWIRE) -- Netcapital Inc. (Nasdaq: NCPL) (the “Company”) today announced that on September 21, 2026, it received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, and remains delinquent in filing its Annual Report on Form 10-K for the fiscal year ended April 30, 2026, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1). That rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission.

As previously announced on August 27, 2026, the Company received an earlier notice from Nasdaq on August 24, 2026 regarding the delinquent Form 10-K. Under that notice, the Company has until October 23, 2026 to submit a plan to regain compliance covering both delinquent reports. If Nasdaq accepts the plan, it may grant the Company an exception of up to 180 calendar days from the original due date of the Form 10-K, or until February 9, 2027, to regain compliance. If Nasdaq does not accept the plan, the Company may appeal to a Nasdaq Hearings Panel.

The notice has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on The Nasdaq Capital Market under the symbol “NCPL.”

The Company intends to submit its compliance plan within the required timeframe and to file the Form 10-K and Form 10-Q as soon as practicable. There can be no assurance that Nasdaq will accept the plan or that the Company will regain compliance within any exception period granted.

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 statements regarding the Company’s plan to regain compliance with Nasdaq’s listing rules and the timing of its periodic filings. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to complete the audit and review of its financial statements, the availability of financing, Nasdaq’s acceptance of the Company’s plan, and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements, except as required by law.

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

FAQ

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

When is Netcapital's Nasdaq compliance plan due?

Netcapital has until October 23, 2026, to submit a plan covering its overdue Form 10-K and Form 10-Q.

What can Netcapital do if Nasdaq rejects its compliance plan?

Netcapital may appeal to a Nasdaq Hearings Panel if Nasdaq does not accept the plan.