Netcapital appoints Cesar Herrera to board, audit committee
Netcapital Inc. replaced a resigning director with Cesar Herrera, maintaining a three-member board that it has determined is fully independent.
Rhea-AI Filing Summary
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.
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Filing Explained
The filing adds that Avi Liss said his immediate resignation followed allegations asserted by the SEC in a civil action filed on
8-K Event Classification
2 items: 5.02, 9.01
2 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 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Resignation effective date: August 27, 2026
New director election date: August 30, 2026
Board size after changes: 3 directors
+1 more
4 metrics
Resignation effective date
August 27, 2026
Effective date of director Avi Liss’s resignation from the Board and its committees
New director election date
August 30, 2026
Date the Board elected Cesar Herrera to fill the vacancy
Board size after changes
3 directors
Total number of directors after Cesar Herrera’s election, all determined independent
Exhibit 17.1
1 resignation letter
Resignation letter of Avi Liss dated August 27, 2026 filed as an exhibit
Key Terms
Independent Director, Audit Committee, directors’ and officers’ liability insurance, Regulation S-K, +1 more
5 terms
Independent Director regulatory
"The Board has affirmatively determined that Mr. Herrera qualifies as an “Independent Director”"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Audit Committee regulatory
"The Board appointed Mr. Herrera as a member of the Audit Committee, effective immediately"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
directors’ and officers’ liability insurance financial
"Mr. Herrera will be included as an insured person under the Company’s directors’ and officers’ liability insurance policy"
Regulation S-K regulatory
"The Board did not designate Mr. Herrera as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K"
A set of U.S. Securities and Exchange Commission rules that tell public companies which narrative and qualitative details must be disclosed in filings, such as risk factors, management discussion, executive pay, legal proceedings and business description. Think of it as a standardized checklist or blueprint that ensures investors get the same types of background information from every company so they can compare risks, management quality and strategy before making investment decisions.
Nasdaq Listing Rule 5605 regulatory
"within the meaning of Nasdaq Listing Rule 5605(a)(2) ... Listing Rule 5605(c)(2)(A)"
NASDAQ Listing Rule 5605 sets minimum corporate governance standards for companies listed on the Nasdaq exchange, including requirements for a majority of independent directors, independent audit and compensation committees, and processes for nominating and evaluating directors. Investors care because these rules create independent oversight — like having referees and watchdogs — that helps reduce conflicts of interest, improve financial reporting and executive pay transparency, and protect shareholder value.
FAQ
What board change did Netcapital Inc. (NCPL) disclose on August 27, 2026?
Netcapital Inc. disclosed that director Avi Liss resigned from the Board and all Board committees, including the Audit Committee, effective August 27, 2026, upon delivery of his written resignation.
Who was appointed to replace the resigning director at Netcapital Inc. (NCPL)?
On August 30, 2026, the Board elected Cesar Herrera as a director to fill the vacancy created by Avi Liss’s resignation and appointed him to the Audit Committee, effective immediately.
How many independent directors does Netcapital Inc. (NCPL) have after the changes?
Following the election of Cesar Herrera, Netcapital Inc. states that its Board consists of three directors, and the Board has determined that each of them is an Independent Director under applicable Nasdaq rules.
What independence standards does Cesar Herrera meet at Netcapital Inc. (NCPL)?
The Board determined that Cesar Herrera qualifies as an Independent Director under Nasdaq Listing Rule 5605(a)(2), satisfies the heightened independence criteria for audit committee members in Rule 10A-3(b)(1) and Nasdaq Listing Rule 5605(c)(2)(A), and meets independence requirements for compensation committee members under Nasdaq Listing Rule 5605(d)(2)(A).
Was Cesar Herrera designated an audit committee financial expert at Netcapital Inc. (NCPL)?
No. The Board did not designate Cesar Herrera as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K, even though he serves on the Audit Committee.
What compensation and protections will Cesar Herrera receive as a Netcapital Inc. (NCPL) director?
Cesar Herrera will receive compensation on the same terms and amounts as other non-employee directors, prorated for any partial year, and Netcapital expects to enter into its standard indemnification agreement with him and include him under its directors’ and officers’ liability insurance.
AI-generated analysis. How Rhea-AI works. Not financial advice.
