Netcapital Inc. Announces Appointment of Rich Wheeless as CEO

Rhea-AI Summary

Netcapital (Nasdaq: NCPL, NCPLW) announced on December 8, 2025 that Rich Wheeless has been appointed CEO and that former CEO Martin Kay will remain as an advisor.

Wheeless brings more than 20 years of financial leadership across public and private companies, including prior CEO and CFO roles and experience in mergers and acquisitions, treasury, corporate finance, and corporate turnarounds. The company said it will expand beyond traditional securities into crypto and blockchain-enabled investments as part of its strategic direction.

Positive

• CEO appointment effective December 8, 2025
• New CEO brings 20+ years of financial leadership
• Company announced strategic expansion into crypto and blockchain

Negative

• Former CEO Martin Kay moved to an advisor role

Key Figures

Q1 FY26 revenue $190,058 Revenue with 34% year-over-year growth

Q1 FY26 operating loss ($3.29 million) Operating loss vs ($2.51 million) prior-year quarter

Q1 FY26 cash $4.56 million Cash position as of July 31, 2025

FY25 revenue $869,460 Down from $4.95 million in FY2024

FY25 operating loss ($8.32 million) Widened from ($3.44 million) in FY2024

Impairment loss FY25 $19.9 million Impairment recorded in fiscal year 2025

CEO experience More than 20 years Financial leadership and corporate management experience

Shelf registration capacity $50,000,000 Form S-3 shelf filed October 21, 2025

Market Reality Check

$0.0405 Last Close

Volume Volume 2,130,214 vs 20-day avg 15,641,338 (relative 0.14x) shows muted trading ahead of/around this news. low

Technical Shares at $1.06 are trading below the 200-day MA of $2.47, far under the $8.75 52-week high.

Peers on Argus 1 Up 1 Down

Sector peers showed mixed moves, with MIGI down 5.32% and WAI up 9.29%. This contrasts with NCPL’s -17.14% move, indicating stock-specific trading around the CEO announcement rather than a broad Finance Services rotation.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 08	Equity inducement grant	Neutral	-21.7%	Inducement grant of 1,000,000 restricted shares tied to future revenue.
Dec 08	CEO appointment	Positive	-21.7%	New CEO with >20 years’ financial leadership, pivot toward crypto/blockchain.
Nov 19	Blockchain platform expansion	Positive	-37.1%	Plan to integrate blockchain-native secondary trading and tokenized RWAs.
Sep 22	Q1 FY26 earnings	Negative	-1.2%	34% revenue growth but higher operating loss and continued losses per share.
Aug 12	FY25 earnings update	Negative	-21.0%	Revenue drop to $869,460, wider operating loss and $19.9M impairment.

Pattern Detected

Recent Netcapital news, including management and strategic updates, has often been followed by negative price reactions, even when announcements appeared strategically positive.

Recent Company History

Over the last six months, Netcapital reported FY25 results with revenue of $869,460 and a widened operating loss of ($8.32 million), alongside a $19.9 million impairment, which drew a -20.99% reaction. Q1 FY26 delivered 34% year-over-year revenue growth to $190,058 but a larger operating loss of ($3.29 million). Strategic blockchain and digital-securities initiatives on November 19, 2025 and inducement equity grants on December 8, 2025 also saw sharp declines. Today’s CEO change and stated move deeper into crypto and blockchain fit this pattern of strategic shifts met with selling.

Regulatory & Risk Context

Active S-3 Shelf Registration 2025-10-21

$50,000,000 registered capacity

Netcapital has an effective Form S-3 shelf filed on October 21, 2025 allowing offerings of up to $50,000,000 in various securities, including common and preferred stock, debt, warrants, and units. The company also carried forward $9,004,894.40 of unsold securities under Rule 415(a)(6), providing flexibility for future capital raises and potential dilution via primary issuances.

Market Pulse Summary

This announcement combines a leadership change with a clearer push into crypto and blockchain-enabled investments. The new CEO’s more than 20 years of financial leadership come after a year of sharply lower revenue and wider losses, alongside recent initiatives to integrate blockchain-based issuance and trading. Investors may watch how strategy execution affects revenue trends, operating losses, and any use of the existing $50,000,000 shelf registration for future capital needs.

Key Terms

crypto technical

"helping small businesses integrate crypto and blockchain into their financing"

Crypto means digital currencies and tokens that exist only electronically and use secure computer networks to record ownership, like a shared, tamper‑resistant spreadsheet. Investors care because crypto can act as an alternative asset that offers high potential returns and risks — including big price swings, liquidity changes and regulatory uncertainty — so it can affect portfolio value, risk profile and trading strategies.

blockchain technical

"expand beyond traditional securities into crypto and blockchain-enabled investments"

A blockchain is a digital record-keeping system that securely stores information across many computers, making it difficult to alter or tamper with. Think of it like a shared, unchangeable ledger that everyone can see and verify, ensuring transparency and trust. For investors, this technology offers a way to securely track transactions and assets without relying on a central authority, potentially reducing costs and increasing security.

private equity financial

"he began his career in the private equity division of Citigroup"

Private equity involves investing money directly into private companies or buying out public companies to make them private, with the goal of improving their performance and increasing their value over time. For investors, it offers an opportunity to earn returns by helping companies grow or restructure, often requiring a longer-term commitment and a higher level of involvement than typical stock investments.

AI-generated analysis. Not financial advice.

• NCPL to Expand Beyond Traditional Securities into Crypto and Blockchain-Enabled Investments

BOSTON, MA, Dec. 08, 2025 (GLOBE NEWSWIRE) -- Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”), a digital private capital markets ecosystem, today announced the appointment of Rich Wheeless as CEO. Former CEO, Martin Kay, will remain as an advisor to the company.

Mr. Wheeless is a seasoned executive with more than 20 years of financial leadership and corporate management experience across multiple industries in both public and private enterprises. He was most recently the Chief Executive Officer of a publicly traded logistics and warehousing solutions company and has served as an active investor, adviser, and board member for numerous privately held organizations.

Previously, he was the Chief Financial Officer of Taal Distributed Information Technologies Inc., a publicly traded company. Before that, he served as CFO of Rivetz Corp., a financial security software company, as well as CFO of LaunchKey Inc. and Pilus Energy—both ultimately acquired by publicly traded firms. Earlier in his career, he held the role of Director of Finance and Assistant Treasurer at Xtek, Inc., a privately owned manufacturer of custom-engineered steel replacement parts.

Mr. Wheeless’s background also includes managerial positions at Fortune 30 companies Johnson & Johnson and Cardinal Health, and he began his career in the private equity division of Citigroup. He has expertise in mergers and acquisitions, credit, treasury, corporate finance, financial reporting, operations, and corporate turnarounds, including multiple successful engagements with State of Ohio–funded companies under former Governor John Kasich.

He holds an MBA with honors from Otterbein University and a Bachelor of Science in Finance from Miami University. Mr. Wheeless is also a guest lecturer at universities and the co-author of a finance book.

“I am excited to join Netcapital’s management team and to build upon the company’s existing platform,” stated Rich Wheeless, Netcapital Inc. CEO. “By expanding beyond traditional securities, we believe there is a significant opportunity for revenue enhancement moving forward while helping small businesses integrate crypto and blockchain into their financing and capital markets strategy. I look forward to working with investors, clients, employees and government to create value and drive the company’s future direction.”

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 & Exchange Commission (SEC) and is a member of the Financial Industry Regulatory Authority (FINRA), a registered national securities association. The Company’s broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA.

Forward Looking Statements

The information contained herein includes forward-looking statements. These statements relate to future events or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

Investor Contact

800-460-0815 
ir@netcapital.com

FAQ

Who was named CEO of Netcapital (NCPL) on December 8, 2025?

Rich Wheeless was appointed CEO of Netcapital on December 8, 2025.

What strategic change did Netcapital (NCPL) announce with the CEO appointment?

Netcapital said it will expand beyond traditional securities into crypto and blockchain-enabled investments.

What is Rich Wheeless’s background prior to joining Netcapital (NCPL)?

He has 20+ years in financial leadership, including CEO and CFO roles at publicly traded and private firms and private equity experience.

What role will former CEO Martin Kay hold at Netcapital (NCPL)?

Martin Kay will remain with the company as an advisor.

Will Netcapital (NCPL) pursue crypto and blockchain financing strategies now?

The company announced plans to integrate crypto and blockchain into financing and capital markets strategy.

How might Netcapital’s (NCPL) strategic focus change after the leadership update?

Management signaled a shift toward crypto and blockchain-enabled investments as part of future growth efforts.