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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): September 21, 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.) |
|
State
Street Financial Center, 1
Lincoln Street, Boston,
MA
|
|
02111 |
| (Address
of principal executive offices) |
|
(Zip Code) |
(781)
925-1700
(Registrant’s
telephone number, including area code)
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 |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
September 21, 2026, Netcapital Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company has not yet filed its
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026 (the “Form 10-Q”), and remains delinquent in filing
its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”), the Company does not comply with
Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities
and Exchange Commission (the “SEC”).
As
previously disclosed in the Company’s Current Report on Form 8-K filed on August 27, 2026, the Company received a letter from Nasdaq
on August 24, 2026 relating to its failure to timely file the Form 10-K. Pursuant to that letter, the Company has until October 23, 2026
to submit to Nasdaq a plan to regain compliance with respect to both the Form 10-K and the Form 10-Q. If Nasdaq accepts the Company’s
plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the due date of the Form 10-K, or until February 9, 2027,
to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that determination
to a Nasdaq Hearings Panel.
The
Notice has no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq
Capital Market under the symbol “NCPL,” subject to the Company’s continued compliance with Nasdaq’s other continued
listing requirements.
The
Company intends to submit a plan to regain compliance to Nasdaq within the required timeframe and intends to file the Form 10-K and the
Form 10-Q as soon as practicable. However, there can be no assurance that Nasdaq will accept the Company’s plan, that the Company
will be able to regain compliance within any exception period granted by Nasdaq, or that the Company will otherwise maintain compliance
with Nasdaq’s continued listing requirements.
On
September 25, 2026, the Company issued a press release announcing its receipt of the Notice, as required by Nasdaq Listing Rule 5810(b).
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s intention to submit
a plan to regain compliance with Nasdaq’s listing rules, the timing of the filing of the Form 10-K and the Form 10-Q, and the Company’s
ability to maintain the listing of its common stock on Nasdaq. These statements are based on management’s current expectations
and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability
to complete the required audit and review of its financial statements, the availability of financing, Nasdaq’s acceptance of the
Company’s plan, and the other risks described in the Company’s filings with the SEC. The Company undertakes no obligation
to update any forward-looking statement, except as required by law.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Netcapital Inc., dated September 25, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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 hereunto duly authorized.
| Date:
September 25, 2026 |
NETCAPITAL INC.
|
| |
|
|
| |
By: |
/s/
Todd Violette
|
| |
Name: |
Todd
Violette
|
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Netcapital
Inc. Receives Nasdaq Notice Related to Delayed Quarterly Report on Form 10-Q
BOSTON,
MA, September 25, 2026 — Netcapital Inc. (Nasdaq: NCPL) (the “Company”) today announced that on September 21, 2026,
it received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because
the Company has not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, and remains delinquent in
filing its Annual Report on Form 10-K for the fiscal year ended April 30, 2026, the Company is not in compliance with Nasdaq Listing
Rule 5250(c)(1). That rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange
Commission.
As
previously announced on August 27, 2026, the Company received an earlier notice from Nasdaq on August 24, 2026 regarding the delinquent
Form 10-K. Under that notice, the Company has until October 23, 2026 to submit a plan to regain compliance covering both delinquent reports.
If Nasdaq accepts the plan, it may grant the Company an exception of up to 180 calendar days from the original due date of the Form 10-K,
or until February 9, 2027, to regain compliance. If Nasdaq does not accept the plan, the Company may appeal to a Nasdaq Hearings Panel.
The
notice has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on The Nasdaq
Capital Market under the symbol “NCPL.”
The
Company intends to submit its compliance plan within the required timeframe and to file the Form 10-K and Form 10-Q as soon as practicable.
There can be no assurance that Nasdaq will accept the plan or that the Company will regain compliance within any exception period granted.
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 and Exchange Commission and is a member of the Financial Industry Regulatory Authority. The Company’s
broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the Company’s plan to regain compliance with Nasdaq’s listing rules and the timing of its periodic filings.
These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s
ability to complete the audit and review of its financial statements, the availability of financing, Nasdaq’s acceptance of the
Company’s plan, and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company
undertakes no obligation to update these statements, except as required by law.
Contact:
800-460-0815
ir@netcapital.com
