Welcome to our dedicated page for Netcapital SEC filings (Ticker: NCPL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Netcapital Inc. (NCPL) SEC filings page on Stock Titan brings together the company’s official regulatory disclosures, giving investors direct access to how this fintech issuer reports its digital private capital markets business. Netcapital files annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the U.S. Securities and Exchange Commission (SEC), along with other forms such as Form 12b-25 for late filings.
In its periodic reports, Netcapital details revenues from its online capital-raising platform and related services, costs of services, operating expenses, impairment charges, and net income or loss. These filings also describe the company’s capital structure, including common stock, warrants, SBA loans, promissory notes, and equity securities, as well as stockholders’ equity and accumulated deficits. Investors can review how funding portal activity, consulting services, and technology acquisitions affect the company’s financial position over time.
Current reports on Form 8-K provide timely disclosure of material events such as the acquisition of Rivetz Network assets, leadership transitions, employment and separation agreements, inducement equity awards under the 2023 Omnibus Equity Incentive Plan, and registered direct offerings with accompanying private placements of warrants. These filings also confirm Netcapital’s listing of common stock and warrants on The Nasdaq Stock Market LLC under the symbols NCPL and NCPLW.
Stock Titan enhances this raw regulatory data with AI-powered summaries that explain the key points of lengthy 10-K and 10-Q filings in clear language, highlight important changes in revenues, expenses, and capital structure, and surface notable risk or strategy disclosures. Real-time updates from EDGAR ensure that new 8-Ks, late-filing notifications like Form 12b-25, and other submissions appear quickly, while integrated access to equity and compensation information helps users understand how Netcapital uses stock, warrants, and restricted stock awards in its corporate and financing activities.
Netcapital Inc. reported a leadership change and a new chief executive employment agreement. The Board terminated Rich Wheeless as Chief Executive Officer on April 12, 2026, and appointed Todd Violette, age 56, as Chief Executive Officer effective April 13, 2026.
Violette’s Employment Agreement provides a 12‑month term starting April 13, 2026, with an annual base salary of $120,000, potential bonuses, and eligibility for stock option grants at the Board’s discretion. The agreement includes standard benefits, termination provisions, and restrictive covenants lasting through employment and for two years afterward. On April 16, 2026, Netcapital issued a press release announcing his appointment.
Netcapital Inc. registered up to 1,879,090 shares of common stock for resale, consisting of 118,750 shares issued in June 2025 and up to 1,760,340 shares issuable upon exercise of various warrants. The company will not receive proceeds from resale by selling holders, but could receive up to $9.21M if all warrants are cash-exercised.
The prospectus lists warrant types, exercise prices and exercise windows and states shares outstanding would be 9,608,239 assuming full cash exercise. Material risks disclosed include a Wells Notice from the SEC addressing potential enforcement, a Nasdaq minimum bid non-compliance notice with a cure period ending August 3, 2026, recurring operating losses and a going-concern qualification in the audited financials.
Rivetz Corp. reports beneficial ownership of 950,000 shares of Netcapital Inc. common stock, representing 12.1% of the class. Rivetz states it has sole voting and sole dispositive power over these shares. The filing notes, verbatim, that the "filing was delayed due to suspended CIK access was granted a few days ago."
Netcapital Inc. notified the SEC it cannot file its Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 within the prescribed time and expects to use the 5-calendar-day extension under Rule 12b-25. The delay is to complete the review of the quarter-end financial statements.
The company disclosed operational results showing a 38% decrease in quarterly revenue to $94,347, higher payroll and consulting costs, and a $500,000 insurance recovery recognized in the period.
Netcapital Inc. is registering up to 1,879,090 shares of common stock for resale, including 1,760,340 shares issuable upon exercise of existing warrants, while the company would receive up to about $9.21 million only if all such warrants are exercised for cash.
The filing highlights a sharp revenue decline and significant losses, including net losses of $28.3 million for the year ended April 30, 2025 and $5.8 million for the six months ended October 31, 2025. Netcapital also recorded about $19.9 million of portfolio investment impairments and its auditor raised substantial doubt about its ability to continue as a going concern. The company further discloses a Nasdaq notice that its share price has fallen below the $1.00 minimum bid requirement, creating delisting risk if compliance is not regained.
Netcapital Inc. received a notice from Nasdaq on February 4, 2026 that its shares no longer meet the Nasdaq Capital Market minimum bid price requirement of $1.00 per share. The company’s stock closed below this level for 30 consecutive business days from December 18, 2025 to February 3, 2026.
The notice does not immediately affect trading, and the stock will continue under the symbol NCPL. Netcapital has 180 days, until August 3, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days, and may receive an additional 180 days if other listing conditions are met. The company is monitoring its share price and may consider actions such as a reverse stock split to restore compliance.
Netcapital Inc. (NCPL) received an updated Schedule 13G/A from investment group 3i and related parties. The filing reports beneficial ownership of 518,889 shares of common stock through warrants, representing about 7% of Netcapital’s common shares outstanding as of December 15, 2025.
The warrants are held directly by 3i, LP, while 3i Management LLC and Maier Joshua Tarlow are deemed beneficial owners through their control of 3i. All three reporting persons share voting and dispositive power over these shares and certify they are not holding the securities to change or influence control of Netcapital.