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.
Netcapital Inc. filings document a public fintech issuer with common stock and warrants listed on Nasdaq. Registration statements describe securities offerings, capital structure, risk factors, and offering mechanics, while periodic-report filings and related notices cover operating and financial results for the company’s online private capital markets business.
Current reports on Form 8-K record material agreements, financing arrangements, asset acquisitions, governance matters, shareholder voting matters, and Nasdaq continued-listing compliance. The filing record also includes disclosures tied to promissory notes, the acquisition of Iverson Design assets and AI-driven design workflows, equity and warrant securities, and formal reporting obligations.
Netcapital Inc. (NCPL) reported that on August 27, 2026, director Avi Liss resigned from the Board and all Board committees, including the Audit Committee, effective immediately upon delivery of his written resignation.
On August 30, 2026, the Board elected Cesar Herrera to fill the resulting vacancy and appointed him to the Audit Committee. After his election, the Board consists of three directors, all of whom the Board has determined to be independent. The Board determined that Mr. Herrera meets Nasdaq and Exchange Act independence standards for audit and compensation committee service, though he was not designated an audit committee financial expert. Netcapital plans to compensate him under its existing non-employee director arrangements and to include him under its standard indemnification agreement and directors’ and officers’ liability insurance.
Netcapital Inc. (NCPL) disclosed that on August 24, 2026 it received a delinquency notification letter from Nasdaq because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026. This means the company is currently not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the SEC. The notice does not immediately affect the listing or trading of Netcapital’s common stock or warrants on Nasdaq.
Nasdaq has given Netcapital 60 calendar days from receipt of the notice, until October 23, 2026, to submit a plan to regain compliance. If that plan is accepted, Nasdaq may grant up to 180 calendar days from the Form 10-K due date, until February 9, 2027, for Netcapital to become current. The company states it intends to submit a plan and file the Form 10-K as promptly as practicable, but notes there is no assurance Nasdaq will accept the plan, that compliance will be regained, or that other continued listing requirements will be met.
Netcapital Inc. (NCPL) reported that on August 19, 2026, following the U.S. District Court for the District of Massachusetts’ approval of Cecilia Lenk’s settlement with the SEC in a previously disclosed civil action, Ms. Lenk resigned from Netcapital’s Board of Directors and as Chief Executive Officer of its wholly owned subsidiary Netcapital Advisors Inc., effective immediately. The company states her departure was not due to any disagreement regarding operations, policies, or practices. Netcapital also reports that the SEC civil action, which names the company and certain current and former officers and directors as defendants, remains pending, while Ms. Lenk’s settlement includes permanent injunctions, a conduct-based injunction, and a $50,000 civil monetary penalty without her admitting the complaint’s allegations.
Netcapital Inc. reported that its independent registered public accounting firm, Fruci & Associates II, PLLC, resigned effective August 12, 2026. Fruci cited Securities and Exchange Commission Litigation Release No. 26607 and a related civil complaint involving the company as the reason it could no longer serve as auditor.
Fruci’s prior audit reports for the fiscal years ended April 30, 2024 and 2025 contained a separate “Going Concern” section. Based on Fruci’s notification, Netcapital stated that investors should no longer rely on its audited consolidated financial statements for the fiscal years ended April 30, 2022 through 2025, or on specified unaudited quarterly financial statements covering periods from the quarter ended October 31, 2021 through the quarter ended January 31, 2025, where affected prior-period information appears.
Netcapital Inc. amended three outstanding convertible notes with Vanquish Funding Group, with original principal of $51,750, $92,800, and $182,120. The notes remain convertible only upon an event of default, but now include a 19.99% cap on issuances absent stockholder approval under Nasdaq Listing Rule 5635(d), a minimum conversion price of $0.10 per share during the first six months, and a non-waivable 4.99% beneficial ownership cap for the holder and its affiliates. Following a default, the conversion price is 65% of the lowest trading price over the prior 20 trading days, subject to these limits.
The company also received a Nasdaq notice granting an additional 180-day period, until February 1, 2027, to regain compliance with the $1.00 Minimum Bid Price Requirement. Compliance can be regained if the closing bid equals or exceeds $1.00 for at least ten consecutive business days, and the company has indicated it may implement a reverse stock split if needed. Failure to regain compliance by that date could result in a delisting determination, which the company could appeal, though any hearing would not automatically stay a trading suspension.
Netcapital Inc. notified that it will file its Form 10-K for the year ended April 30, 2026 late and expects to submit it by August 13, 2026 under the Rule 12b-25 extension. Additional time is needed to complete supporting documentation and disclosures concerning certain assets.
Preliminary figures indicate total revenues for fiscal 2026 of $460,883, down 47.0% from $869,460 in 2025, driven by fewer funding portal offerings and successful closings. Total costs and expenses are expected at $9,740,534, up 6.4% from $9,150,433, with payroll-related expenses rising to $4,549,421 and consulting expense to $565,604, partly offset by lower general and administrative costs of $4,519,635.
Operating loss is expected to widen 11.7% to $9,294,908. However, total other income (expense) is expected to improve by $20,045,583 to income of $65,575, mainly from a $19,486,858 reduction in impairment expense to $428,698 and a $750,000 insurance recovery. Net loss is expected to narrow 67.4% to $9,229,333, with basic and diluted net loss per share of $2.08 versus $20.39 in 2025. All figures are preliminary and unaudited.
Netcapital Inc. entered into an Equity Purchase Agreement with Hudson Global Ventures, giving the company the right to sell up to $15,000,000 of common stock over time. Sales are initiated by Netcapital through put notices, each generally between $25,000 and $2,000,000, at a discount to recent trading prices.
The arrangement is capped at 1,568,795 shares unless shareholders approve more under Nasdaq rules, and requires an effective resale registration statement and continued Nasdaq listing. Netcapital also issued Hudson a warrant to purchase up to 1,000,000 shares at $0.50 per share, exercisable until June 29, 2029, subject to a 4.99%–9.99% beneficial ownership limit and the stock not being deemed a penny stock.
Netcapital Inc. entered into a financing deal with Dune Equity Holdings, issuing a $290,000 unsecured convertible promissory note and a warrant to purchase 250,000 common shares at $0.50 per share. The note was sold for $250,000 with a $40,000 original issue discount, and after deductions for legal and placement agent fees, Netcapital received net cash proceeds of $224,500. The note carries a one-time interest charge of 12% of principal, matures on July 1, 2027, and can convert into stock at 75% of the lowest closing bid over the prior ten trading days, subject to a $0.10 floor except after default. Both the note and warrant include 4.99% beneficial ownership limits, and total shares issuable under the instruments are capped at 1,569,579 unless shareholders approve more. The company also hosted a shareholder update call outlining a long-term strategy around an AI-focused “Orion” initiative and potential data center acquisitions.
Netcapital Inc. entered into a financing deal with FirstFire Global Opportunities Fund involving a convertible promissory note and a stock purchase warrant. The Company issued a $290,000 unsecured note for a purchase price of $250,000, reflecting a $40,000 original issue discount, and received net cash proceeds of $224,500 after fees.
The note carries a one-time 12% interest charge, matures on June 9, 2027, and requires an initial amortization payment of $162,400 on December 9, 2026 followed by five monthly payments of $27,066.66. After certain triggers, the holder may convert the note at 75% of the lowest closing bid price over the prior ten trading days, subject to a $0.10 floor before default.
Netcapital also issued a warrant to purchase 250,000 common shares at $0.50 per share through June 9, 2029, with cashless exercise if resale registration is unavailable. Both the note and warrant include beneficial ownership limits of 4.99%, adjustable up to 9.99%, and total issuable shares are capped at 1,569,579 absent shareholder approval under Nasdaq Rule 5635(d).
Netcapital Inc. entered into a Securities Purchase Agreement with Vanquish Funding Group Inc., issuing a promissory note with a principal amount of $182,120 for a purchase price of $157,000. After reimbursing $7,000 of buyer expenses, the company received net proceeds of $150,000 for general working capital.
The note carries a one-time interest charge of 13% and requires total payments of $205,795 through five installments ending on March 30, 2027, with a five-day grace period for each payment. If an event of default occurs, the note becomes immediately due at 150% of outstanding amounts, rising to 200% after certain additional defaults, and unpaid sums accrue default interest at 22% per year.
Following a default, the buyer may convert all or part of the outstanding amount into common stock at 65% of the lowest trading price over the prior 20 trading days, subject to a minimum conversion price of $1.00 per share during the first six months and a 4.99% beneficial ownership limitation. The note was issued in a private placement under Section 4(a)(2) without an underwriter or general solicitation.