What exhibit related to Cecilia Lenk’s resignation did Netcapital Inc. (NCPL) file?

Netcapital filed Exhibit 17.1, a Letter of Resignation from Cecilia Lenk from the Board of Directors, dated August 19, 2026 and corrected and restated as of August 25, 2026 solely to correct a scrivener’s error.

Netcapital's Cecilia Lenk exits board after SEC deal

Q: What leadership change did Netcapital Inc. (NCPL) announce on August 19, 2026?

Netcapital reported that Cecilia Lenk resigned from its Board of Directors and from her role as Chief Executive Officer of wholly owned subsidiary Netcapital Advisors Inc., effective August 19, 2026. The company states her departure was not due to any disagreement over operations, policies, or practices.

Q: How is the SEC civil action affecting Netcapital Inc. (NCPL)?

Netcapital disclosed that an SEC civil action filed on August 10, 2026, remains pending against the company and certain current and former officers, directors, and other individuals. The case is Securities and Exchange Commission v. John Fanning, et al., Civil Action No. 1:26-cv-13665.

Q: What was included in Cecilia Lenk’s settlement related to the SEC case involving NCPL?

Netcapital states that, without admitting the SEC complaint’s allegations, Cecilia Lenk consented to a final judgment providing for permanent injunctions, a conduct-based injunction, and a $50,000 civil monetary penalty. The court approved this settlement in the SEC action.

Q: Did Netcapital Inc. (NCPL) report any disagreement linked to Cecilia Lenk’s resignation?

No. Netcapital states that Ms. Lenk’s departure from the Board and from Netcapital Advisors Inc. “was not the result of any disagreement” with the company on matters relating to its operations, policies, or practices.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

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.

Positive

None.

Negative

SEC civil action remains pending against Netcapital, with the company and certain current and former officers and directors named as defendants in Securities and Exchange Commission v. John Fanning, et al., Civil Action No. 1:26-cv-13665, indicating ongoing regulatory and legal exposure.

Insights

Analyzing...

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Civil monetary penalty: $50,000

1 metrics

Civil monetary penalty $50,000 Amount in final judgment consented to by Cecilia Lenk in SEC civil action

Key Terms

civil monetary penalty, permanent injunctions, conduct-based injunction, Emerging growth company, +1 more

5 terms

civil monetary penalty regulatory

"a civil monetary penalty of $50,000"

permanent injunctions regulatory

"providing for permanent injunctions, a conduct-based injunction"

conduct-based injunction regulatory

"providing for permanent injunctions, a conduct-based injunction"

Emerging growth company regulatory

"Emerging growth company Item 5.02."

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Cover Page Interactive Data File (embedded within the Inline XBRL document)"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

FAQ

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

What leadership change did Netcapital Inc. (NCPL) announce on August 19, 2026?

Netcapital reported that Cecilia Lenk resigned from its Board of Directors and from her role as Chief Executive Officer of wholly owned subsidiary Netcapital Advisors Inc., effective August 19, 2026. The company states her departure was not due to any disagreement over operations, policies, or practices.

How is the SEC civil action affecting Netcapital Inc. (NCPL)?

Netcapital disclosed that an SEC civil action filed on August 10, 2026, remains pending against the company and certain current and former officers, directors, and other individuals. The case is Securities and Exchange Commission v. John Fanning, et al., Civil Action No. 1:26-cv-13665.

Did Netcapital Inc. (NCPL) report any disagreement linked to Cecilia Lenk’s resignation?

No. Netcapital states that Ms. Lenk’s departure from the Board and from Netcapital Advisors Inc. “was not the result of any disagreement” with the company on matters relating to its operations, policies, or practices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/25/2026 - 03:35 PM Accepted by SEC EDGAR 08/25/2026 - 03:35 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 19, 2026

NETCAPITAL INC.

(Exact name of registrant as specified in its charter)

Utah

001-41443

87-0409951

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Lincoln Street, Boston, Massachusetts		02111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 925-1700

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NCPL	The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock	NCPLW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 19, 2026, following the United States District Court for the District of Massachusetts’ approval of Cecilia Lenk’s settlement with the Securities and Exchange Commission in the previously disclosed SEC civil action, Ms. Lenk resigned from the Board of Directors of Netcapital Inc. (the “Company”) and from her position as Chief Executive Officer of Netcapital Advisors Inc., a wholly owned subsidiary of the Company, effective immediately.

The departure of Ms. Lenk was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 8.01. Other Events.

As previously disclosed, on August 10, 2026, the Securities and Exchange Commission (the “SEC”) filed a civil action captioned Securities and Exchange Commission v. John Fanning, et al., Civil Action No. 1:26-cv-13665, in the United States District Court for the District of Massachusetts, naming the Company and certain current and former officers, directors and other individuals as defendants.

The Court approved the settlement between the SEC and Cecilia Lenk. Without admitting the allegations in the SEC’s complaint, Ms. Lenk consented to the entry of a final judgment providing for permanent injunctions, a conduct-based injunction and a civil monetary penalty of $50,000.

The SEC action remains pending against the Company and certain other defendants.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

17.1		Letter of Resignation of Cecilia Lenk from the Board of Directors of Netcapital Inc., dated August 19, 2026 (corrected and restated as of August 25, 2026, solely to correct a scrivener’s error)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NETCAPITAL INC.

August 25, 2026	By:	/s/ Todd Violette
	Name:	Todd Violette
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents