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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): August 24, 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
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 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.
On
August 24, 2026, Netcapital Inc. (the “Company”) received a delinquency notification letter (the “Notice”) from
the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that, because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form
10-K”), the Company is no longer in compliance 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
Notice has no immediate effect on the listing or trading of the Company’s common stock or warrants on The Nasdaq Stock Market.
However, Nasdaq has advised the Company that, beginning five business days from the date of the Notice, the Company will be included
in Nasdaq’s public list of non-compliant companies, and an indicator reflecting the Company’s non-compliance will be broadcast
over Nasdaq’s market data dissemination network and made available to third-party market data providers.
Under
the Nasdaq Listing Rules, the Company has 60 calendar days from receipt of the Notice, or until October 23, 2026, to submit a plan to
regain compliance with Nasdaq Listing Rule 5250(c)(1). If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up
to 180 calendar days from the Form 10-K’s due date, or until February 9, 2027, for the Company to regain compliance. If Nasdaq
does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel pursuant
to Nasdaq Listing Rule 5815(a).
The
Company intends to submit a plan to regain compliance within the period required by Nasdaq and to file the Form 10-K as promptly 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
with Nasdaq Listing Rule 5250(c)(1), or that the Company will be able to maintain compliance with the other continued listing requirements
of Nasdaq.
On
August 28, 2026, the Company issued a press release announcing its receipt of the Notice, a copy of which is attached hereto as Exhibit
99.1 and incorporated herein by reference. This Current Report on Form 8-K and the press release are intended to satisfy the public announcement
requirement of Nasdaq Listing Rule 5810(b).
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 99.1 |
|
Press release of Netcapital Inc., dated August 28, 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 thereunto duly authorized.
| |
NETCAPITAL
INC. |
| |
|
|
| August
28, 2026 |
By: |
/s/
Todd Violette |
| |
Name: |
Todd
Violette |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Netcapital
Inc. Announces Receipt of Nasdaq Notification Regarding Delayed Annual Report on Form 10-K
BOSTON,
Massachusetts — August 28, 2026 — Netcapital Inc. (Nasdaq: NCPL) (the “Company”) today announced that on August
24, 2026 it received a delinquency notification 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 Annual Report on Form 10-K
for the fiscal year ended April 30, 2026 (the “Form 10-K”), the Company is not in compliance 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
Notice has no immediate effect on the listing or trading of the Company’s common stock or warrants on The Nasdaq Stock Market.
Under the Nasdaq Listing Rules, the Company has 60 calendar days from receipt of the Notice, or until October 23, 2026, to submit a plan
to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the Form
10-K’s due date, or until February 9, 2027, for the Company to regain compliance.
The
Company intends to submit a plan to regain compliance within the period required by Nasdaq and to file the Form 10-K as promptly 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
with Nasdaq Listing Rule 5250(c)(1), or that the Company will be able to maintain compliance with other Nasdaq continued listing requirements.
This
press release is issued pursuant to, and is intended to satisfy, the public announcement requirement of 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, including,
without limitation, statements regarding the Company’s intention to submit a plan to regain compliance with the Nasdaq Listing
Rules and to file the Form 10-K, and the timing thereof. Forward-looking statements are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by such statements, including, among others: the Company’s
ability to complete its financial statements and the audit thereof; the Company’s ability to engage an independent registered public
accounting firm; whether Nasdaq accepts any compliance plan submitted by the Company and grants any exception period; the outcome of
the previously disclosed SEC civil action; and the Company’s liquidity and financial condition. These and other risks are described
in the Company’s filings with the Securities and Exchange Commission. All forward-looking statements speak only as of the date
of this press release, and the Company undertakes no obligation to update any forward-looking statement except as required by law.
Contact:
800-460-0815
ir@netcapital.com
