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. closed the first tranche of a financing with Hinterland Partners LLC: Hinterland paid $402,743.00, and note principal became $447,492.22. A second $175,000.00 purchase tranche is required within five business days after conditions are met, provided within 90 calendar days after October 13, 2026 that there is no default or breach, NCPL remains listed on the Nasdaq Capital Market, and it becomes current in Exchange Act reporting by filing its delinquent Form 10-K and Form 10-Q. Each tranche carries a one-time 12% interest charge and matures 12 months after funding; first-tranche interest is $53,699.06.
At Hinterland’s option, the note converts at 85% of the lowest traded price during the preceding seven trading days, subject to adjustment, with a 4.99% beneficial ownership limit. Netcapital issued 64,387 commitment shares and pledged 3,209,685 shares of KingsCrowd, Inc. Class A common stock as collateral. Aggregate shares issuable to Hinterland under the transaction documents are capped at 1,603,685 unless shareholders approve under Nasdaq Rule 5635(d). On default, the sum of outstanding principal and accrued interest, including default interest, is multiplied by 150%, plus collection costs; Hinterland may exercise voting rights and transfer up to all pledged shares to itself, reducing the balance by $0.18 per share transferred.
Netcapital Inc. common stock is the subject of beneficial-ownership reports from Jane Street Group, LLC, Jane Street Capital, LLC, and Jane Street Global Trading, LLC. Jane Street Group reports beneficial ownership of 420,473 shares, or 5.4% of the class, with shared voting and dispositive power. Jane Street Capital reports 281,917 shares (3.6%), and Jane Street Global Trading reports 138,556 shares (1.8%); both are identified as subsidiaries of the reporting parent. All three entities report zero sole voting and sole dispositive power.
Netcapital Inc. regained Nasdaq minimum bid-price compliance after its common stock’s closing bid price was at least $1.00 per share for 10 consecutive business days, from September 23, 2026 through October 6, 2026. It remains out of compliance with Nasdaq’s periodic-report filing requirement because its Form 10-K for the fiscal year ended April 30, 2026 and Form 10-Q for the quarter ended July 31, 2026 are delinquent. The company intends to submit a compliance plan by October 23, 2026, but Nasdaq’s acceptance and restored compliance are not assured.
On October 8, 2026, the Audit Committee approved Adeptus Partners, LLC as independent registered public accounting firm. Adeptus will audit consolidated financial statements for fiscal years ended April 30, 2022 through April 30, 2026, including an opening balance sheet as of April 30, 2021, and review fiscal 2026 interim information. Previously issued audited statements for fiscal years ended April 30, 2022, 2023, 2024 and 2025, and related interim statements identified in the August 8-K, should no longer be relied upon; the evaluation of potential corrections is incomplete.
Netcapital Inc. received a Nasdaq notice on September 21, 2026, stating that it does not comply with the exchange’s timely-reporting rule because its Form 10-Q for the quarter ended July 31, 2026, had not been filed and its Form 10-K for the fiscal year ended April 30, 2026, remained delinquent. The notice has no immediate effect on NCPL’s listing or trading on The Nasdaq Capital Market.
Netcapital has until October 23, 2026, to submit a plan covering both reports. If Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the Form 10-K due date, or until February 9, 2027, to regain compliance. If Nasdaq does not accept the plan, Netcapital may appeal to a Nasdaq Hearings Panel. The company intends to submit a plan within the required timeframe and file both reports as soon as practicable.
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.