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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): November 5, 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
(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, $0.001 par value per share |
|
NCPL |
|
The
Nasdaq Stock Market LLC |
| Warrants
exercisable for one share of 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Extension
of Compliance Period
As
previously disclosed, on August 24, 2026 and September 21, 2026, Netcapital Inc. (the “Company”) received notices (the “Delinquency
Notifications”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Company did not comply with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Rule”)
because it had not timely filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”)
and its Quarterly Report on Form 10-Q for the quarter ended July 31, 2026 (the “Form 10-Q” and, together with the Form 10-K,
the “Delinquent Reports”), respectively.
The
Company submitted materials to the Staff regarding its plan to regain compliance with the Rule on October 22, 2026 and October 23, 2026.
On
November 5, 2026, the Company received a letter from the Staff notifying the Company that, based on the Staff’s review of the Company’s
submission, the Staff has granted the Company an exception to regain compliance with the Rule. Under the terms of the exception, the
Company must file the Delinquent Reports on or before February 9, 2027. If the Company does not satisfy these terms, the Staff will provide
written notification that the Company’s securities will be delisted. At that time, the Company may appeal the Staff’s determination
to a Nasdaq Hearings Panel.
The
letter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Stock Market. The Company
is working diligently to complete the Delinquent Reports and intends to file them as promptly as practicable to regain compliance with
the Rule. However, there can be no assurance that the Company will be able to file the Delinquent Reports within the exception period
or otherwise regain or maintain compliance with Nasdaq’s continued listing requirements.
On
November 9, 2026, the Company issued a press release announcing receipt of the letter. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the Company’s expectations as to the timing of the filing of the Delinquent Reports and its
ability to regain compliance with Nasdaq’s continued listing requirements. These statements are subject to risks and uncertainties
that could cause actual results to differ materially, including the timing and outcome of the work of the Company’s independent
registered public accounting firm and advisors and any required amendments or restatements of prior financial statements, as well as
the other risks described in the Company’s filings with the Securities and Exchange Commission. 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 dated November 9, 2026 |
| 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 hereunto duly authorized.
| |
NETCAPITAL
INC. |
| |
|
|
| Dated:
November 9, 2026 |
By: |
/s/
Todd Violette |
| |
Name: |
Todd
Violette |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Netcapital
Inc. Receives Nasdaq Extension to Regain Compliance with Periodic Filing Requirement
BOSTON,
MA, November 9, 2026 — Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”) today announced that on November
5, 2026, it received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market
LLC (“Nasdaq”) granting the Company an exception to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”).
As
previously disclosed, on August 24, 2026, and September 21, 2026, the Staff notified the Company that it was not in compliance
with the Rule. The notices were issued because the Company had not filed its Annual Report on Form 10-K for the fiscal year ended April
30, 2026, and its Quarterly Report on Form 10-Q for the quarter ended July 31, 2026 (together, the “Delinquent Reports”).
The Staff granted the exception after reviewing the materials the Company submitted on October 22 and October 23, 2026.
Under
the terms of the exception, the Company must file the Delinquent Reports on or before February 9, 2027. If the Company does not satisfy
these terms, the Staff will provide written notification that the Company’s securities will be delisted, and the Company may then
appeal the Staff’s determination to a Nasdaq Hearings Panel.
The
Nasdaq letter has no immediate effect on the listing or trading of the Company’s securities on The Nasdaq Stock Market. The Company
is working diligently to complete the Delinquent Reports and intends to file them as promptly as practicable.
This
announcement is made in accordance with Nasdaq Listing Rule 5810(b).
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. Forward-looking
statements include, but are not limited to, statements regarding the Company’s ability and intention to regain compliance with
Nasdaq’s minimum bid-price requirement; the potential use, timing, approval, implementation, and effectiveness of a reverse stock
split; the anticipated timing of the filing of the Company’s Annual Report on Form 10-K; the Company’s ability to satisfy
Nasdaq continued listing standards; the potential outcome of any Nasdaq process or hearing; and the Company’s ability to address
operational, regulatory, reporting, and listing-related matters. These forward-looking statements are based on the Company’s current
expectations, estimates, assumptions, and projections and are subject to risks and uncertainties that could cause actual results to differ
materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the Company’s
ability to maintain a closing bid price of at least $1.00 per share for the period required by Nasdaq; market conditions and volatility
in the trading price of the Company’s common stock; the Company’s ability to obtain any required corporate or stockholder
approvals; the timing and effectiveness of any reverse stock split; the Company’s ability to complete required financial reporting
and audit procedures; the timing and outcome of Nasdaq determinations; the Company’s ability to meet other Nasdaq continued listing
requirements; its ability to raise capital; and general economic, market, regulatory, and business conditions. Investors are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes
no obligation to update or revise any forward-looking statements except as required by applicable law.
Investor
Contact
800-460-0815
ir@netcapital.com
