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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): October 7, 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)
(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 |
| 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 (§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.
As
previously disclosed, on February 4, 2026, Netcapital Inc. (the “Company”) received a letter from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price of its common stock
had been below $1.00 per share for 30 consecutive business days, and that the Company therefore did not comply with the minimum bid price
requirement set forth in Nasdaq Listing Rule 5550(a)(2).
On
October 7, 2026, the Company received a letter from Nasdaq notifying the Company that, for the 10 consecutive business days from September
23, 2026 through October 6, 2026, the closing bid price of the Company’s common stock had been at $1.00 per share or greater. Accordingly,
Nasdaq determined that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and the matter is now closed.
As
previously disclosed, the Company remains out of compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely
file 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 fiscal quarter
ended July 31, 2026. The Company has until October 23, 2026 to submit to Nasdaq a plan to regain compliance with that rule. The October
7, 2026 letter does not address or affect that matter, and there can be no assurance that Nasdaq will accept the Company’s plan
or that the Company will regain compliance with Rule 5250(c)(1).
On
October 13, 2026, the Company issued a press release announcing that it has regained compliance with Nasdaq Listing Rule 5550(a)(2) and
the engagement of Adeptus as its independent registered public accounting firm. 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 plan to regain
compliance with Nasdaq Listing Rule 5250(c)(1) and its 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 maintain a closing bid price of at least $1.00 per share, its ability to complete
the required audits and reviews of its financial statements, the availability of financing, Nasdaq’s acceptance of the Company’s
compliance plan, and 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
4.01. Changes in Registrant’s Certifying Accountant.
On
October 8, 2026, the Audit Committee of the Board of Directors of the Company approved the engagement of Adeptus Partners, LLC (“Adeptus”)
as the Company’s independent registered public accounting firm, succeeding Fruci & Associates II, PLLC (“Fruci”),
whose resignation effective August 12, 2026 was previously reported in the Company’s Current Report on Form 8-K filed on August
18, 2026 (the “August 8-K”). Adeptus has been engaged to audit the Company’s consolidated financial statements as of
and for each of the fiscal years ended April 30, 2022 through April 30, 2026, including the opening balance sheet as of April 30, 2021,
and to review the Company’s unaudited interim financial information for each of the quarters in the fiscal year ended April 30,
2026.
As
previously disclosed in Item 4.02 of the August 8-K, the Company’s previously issued audited financial statements for the fiscal
years ended April 30, 2022, 2023, 2024 and 2025, and the related unaudited interim financial statements identified in the August 8-K,
should no longer be relied upon. Adeptus’s engagement to re-audit those fiscal years is intended to support the Company’s
evaluation and completion of any required restatement and the filing of its delinquent periodic reports. The Company has not completed
its evaluation of the corrections that may be required, and investors should continue not to rely on those previously issued financial
statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release of Netcapital Inc., dated October 14, 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: October 13, 2026 |
NETCAPITAL INC. |
| |
|
| |
By: |
/s/
Todd Violette |
| |
Name: |
Todd Violette |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
Netcapital
Inc. Regains Compliance with Nasdaq Minimum Bid Price Requirement
Engages
Adeptus Partners as Independent Registered Public Accounting Firm
BOSTON,
MA, October 14, 2026 — Netcapital Inc. (Nasdaq: NCPL) (the “Company”) today announced that it received a letter
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on October 7, 2026, notifying the Company
that it has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2).
Nasdaq
determined that the closing bid price of the Company’s common stock was $1.00 per share or greater for 10 consecutive business
days, from September 23, 2026 through October 6, 2026. Accordingly, Nasdaq has resolved the bid price deficiency first identified in
its February 4, 2026 notice and has closed the matter.
The
Company also announced that the Audit Committee of its Board of Directors has engaged Adeptus Partners, LLC (“Adeptus”) as
the Company’s independent registered public accounting firm. Adeptus will audit the Company’s consolidated financial statements
for the fiscal years ended April 30, 2022 through April 30, 2026 and review the Company’s interim financial information for fiscal
2026, work that is required for the Company to complete any restatement of the prior-period financial statements that, as previously
announced, should no longer be relied upon, and to file its delinquent periodic reports. Adeptus succeeds Fruci & Associates II,
PLLC, which resigned effective August 12, 2026.
As
previously announced, the Company remains out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Annual
Report on Form 10-K for the fiscal year ended April 30, 2026 or its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31,
2026. The Company intends to submit a plan to regain compliance with that rule to Nasdaq by the October 23, 2026 deadline and to file
the delinquent reports as soon as practicable. There can be no assurance that Nasdaq will accept the plan or that the Company will regain
compliance.
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 Listing Rule 5250(c)(1) and the timing of its periodic
filings and the completion of the audits by Adeptus. These statements are subject to risks and uncertainties that could cause actual
results to differ materially, including the Company’s ability to maintain a closing bid price of at least $1.00 per share, its
ability to complete the audits and reviews 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
