Netcapital warned by Nasdaq on $1 bid price rule

Netcapital Inc. received a notice from Nasdaq on February 4, 2026 that its shares no longer meet the Nasdaq Capital Market minimum bid price requirement of $1.00 per share.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Netcapital Inc. received a notice from Nasdaq on February 4, 2026 that its shares no longer meet the Nasdaq Capital Market minimum bid price requirement of $1.00 per share. The company’s stock closed below this level for 30 consecutive business days from December 18, 2025 to February 3, 2026.

The notice does not immediately affect trading, and the stock will continue under the symbol NCPL. Netcapital has 180 days, until August 3, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days, and may receive an additional 180 days if other listing conditions are met. The company is monitoring its share price and may consider actions such as a reverse stock split to restore compliance.

Positive

None.

Negative

Nasdaq minimum bid price deficiency and delisting risk: Netcapital’s stock traded below Nasdaq’s $1.00 minimum bid price for 30 consecutive business days, triggering a formal deficiency notice and starting a compliance window. Failure to cure within the available 180–360 days could lead to delisting proceedings.

Insights

Nasdaq bid-price deficiency raises listing risk but allows time to cure.

Netcapital has been notified that it failed Nasdaq’s minimum bid price rule after its stock traded below $1.00 for 30 consecutive business days ending February 3, 2026. This triggers a formal compliance period but does not immediately affect trading on the Nasdaq Capital Market.

The company has 180 days, until August 3, 2026, to achieve a closing bid of at least $1.00 for 10 straight business days. If it meets other listing standards, Nasdaq may grant a second 180‑day period, giving up to roughly a year to resolve the issue.

Netcapital states it will monitor its share price and may consider options such as a reverse stock split. Actual outcomes will depend on future market pricing and any corporate actions the board elects to pursue, as well as Nasdaq’s determinations if compliance is not regained within the allowed periods.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

What did Netcapital Inc. (NCPL) disclose in its latest 8-K?

Netcapital disclosed it received a Nasdaq notice on February 4, 2026 for not meeting the $1.00 minimum bid price requirement. The stock traded below $1.00 for 30 consecutive business days, triggering a compliance period but not an immediate delisting or trading suspension.

Why is Netcapital Inc. (NCPL) out of compliance with Nasdaq rules?

Netcapital is out of compliance because its common stock’s closing bid price was below $1.00 per share for 30 consecutive business days between December 18, 2025 and February 3, 2026. This violates Nasdaq Listing Rule 5550(a)(2) governing minimum bid price for Nasdaq Capital Market listings.

How long does Netcapital (NCPL) have to regain Nasdaq bid price compliance?

Netcapital has an initial 180-day period, until August 3, 2026, to regain compliance by achieving at least $1.00 closing bid for 10 consecutive business days. If other listing standards are satisfied, Nasdaq may grant an additional 180 days for the company to cure the deficiency.

What happens if Netcapital Inc. (NCPL) cannot fix the bid price issue?

If Netcapital does not regain compliance within the initial or any additional 180-day period, Nasdaq may move to delist its common stock. In that case, Nasdaq would notify the company, which would then have an opportunity to appeal the delisting determination to a Nasdaq Hearings Panel.

What steps might Netcapital (NCPL) take to regain Nasdaq compliance?

Netcapital says it will monitor its stock’s closing bid price and may consider options available under Nasdaq rules. These options include potentially implementing a reverse stock split of its outstanding securities if necessary to help restore the minimum $1.00 bid price requirement.

Does the Nasdaq notice immediately affect trading in Netcapital (NCPL) shares?

The Nasdaq notice has no immediate effect on trading of Netcapital’s common stock. The shares will continue to trade on the Nasdaq Capital Market under the symbol NCPL while the company is in its 180-day compliance period, and potentially an additional 180 days if granted.

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Accepted by SEC EDGAR 02/06/2026 - 04:30 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): February 4, 2026

NETCAPITAL INC.

(Exact name of registrant as specified in 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, Massachusetts		02111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (782) 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 (see General Instruction A.2. below):

☐	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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities 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 February 4, 2026, Netcapital Inc. (the “Company”) was notified (the “Notification Letter”) by The Nasdaq Stock Market, LLC (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock between December 18, 2025 to February 3, 2026, the Company no longer meets the minimum bid price requirement. The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Capital Market and, at this time, the common stock will continue to trade on The Nasdaq Capital Market under the symbol “NCPL.”

The Notification Letter provides that the Company has 180 calendar days, or until August 3, 2026, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by August 3, 2026, an additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid price requirement and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options, including, but not limited to, implementing a reverse stock split of its outstanding securities, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

-2-

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. (Registrant)

	By:	/s/ Coreen Kraysler
	Name:	Coreen Kraysler
	Title:	Chief Financial Officer

Dated February 6, 2026

-3-

Source: View Original Filing on SEC EDGAR

Netcapital warned by Nasdaq on $1 bid price rule