Every 8-K that Netcapital Inc (NCPL) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow NCPL and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NCPL filings page.
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.
Netcapital Inc. (NCPL) disclosed that on August 24, 2026 it received a delinquency notification letter from Nasdaq because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026. This means the company is currently not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the SEC. The notice does not immediately affect the listing or trading of Netcapital’s common stock or warrants on Nasdaq.
Nasdaq has given Netcapital 60 calendar days from receipt of the notice, until October 23, 2026, to submit a plan to regain compliance. If that plan is accepted, Nasdaq may grant up to 180 calendar days from the Form 10-K due date, until February 9, 2027, for Netcapital to become current. The company states it intends to submit a plan and file the Form 10-K as promptly as practicable, but notes there is no assurance Nasdaq will accept the plan, that compliance will be regained, or that other continued listing requirements will be met.
Netcapital Inc. (NCPL) reported that on August 19, 2026, following the U.S. District Court for the District of Massachusetts’ approval of Cecilia Lenk’s settlement with the SEC in a previously disclosed civil action, Ms. Lenk resigned from Netcapital’s Board of Directors and as Chief Executive Officer of its wholly owned subsidiary Netcapital Advisors Inc., effective immediately. The company states her departure was not due to any disagreement regarding operations, policies, or practices. Netcapital also reports that the SEC civil action, which names the company and certain current and former officers and directors as defendants, remains pending, while Ms. Lenk’s settlement includes permanent injunctions, a conduct-based injunction, and a $50,000 civil monetary penalty without her admitting the complaint’s allegations.
Netcapital Inc. reported that its independent registered public accounting firm, Fruci & Associates II, PLLC, resigned effective August 12, 2026. Fruci cited Securities and Exchange Commission Litigation Release No. 26607 and a related civil complaint involving the company as the reason it could no longer serve as auditor.
Fruci’s prior audit reports for the fiscal years ended April 30, 2024 and 2025 contained a separate “Going Concern” section. Based on Fruci’s notification, Netcapital stated that investors should no longer rely on its audited consolidated financial statements for the fiscal years ended April 30, 2022 through 2025, or on specified unaudited quarterly financial statements covering periods from the quarter ended October 31, 2021 through the quarter ended January 31, 2025, where affected prior-period information appears.
Netcapital Inc. amended three outstanding convertible notes with Vanquish Funding Group, with original principal of $51,750, $92,800, and $182,120. The notes remain convertible only upon an event of default, but now include a 19.99% cap on issuances absent stockholder approval under Nasdaq Listing Rule 5635(d), a minimum conversion price of $0.10 per share during the first six months, and a non-waivable 4.99% beneficial ownership cap for the holder and its affiliates. Following a default, the conversion price is 65% of the lowest trading price over the prior 20 trading days, subject to these limits.
The company also received a Nasdaq notice granting an additional 180-day period, until February 1, 2027, to regain compliance with the $1.00 Minimum Bid Price Requirement. Compliance can be regained if the closing bid equals or exceeds $1.00 for at least ten consecutive business days, and the company has indicated it may implement a reverse stock split if needed. Failure to regain compliance by that date could result in a delisting determination, which the company could appeal, though any hearing would not automatically stay a trading suspension.
Netcapital Inc. entered into an Equity Purchase Agreement with Hudson Global Ventures, giving the company the right to sell up to $15,000,000 of common stock over time. Sales are initiated by Netcapital through put notices, each generally between $25,000 and $2,000,000, at a discount to recent trading prices.
The arrangement is capped at 1,568,795 shares unless shareholders approve more under Nasdaq rules, and requires an effective resale registration statement and continued Nasdaq listing. Netcapital also issued Hudson a warrant to purchase up to 1,000,000 shares at $0.50 per share, exercisable until June 29, 2029, subject to a 4.99%–9.99% beneficial ownership limit and the stock not being deemed a penny stock.
Netcapital Inc. entered into a financing deal with Dune Equity Holdings, issuing a $290,000 unsecured convertible promissory note and a warrant to purchase 250,000 common shares at $0.50 per share. The note was sold for $250,000 with a $40,000 original issue discount, and after deductions for legal and placement agent fees, Netcapital received net cash proceeds of $224,500. The note carries a one-time interest charge of 12% of principal, matures on July 1, 2027, and can convert into stock at 75% of the lowest closing bid over the prior ten trading days, subject to a $0.10 floor except after default. Both the note and warrant include 4.99% beneficial ownership limits, and total shares issuable under the instruments are capped at 1,569,579 unless shareholders approve more. The company also hosted a shareholder update call outlining a long-term strategy around an AI-focused “Orion” initiative and potential data center acquisitions.
Netcapital Inc. entered into a financing deal with FirstFire Global Opportunities Fund involving a convertible promissory note and a stock purchase warrant. The Company issued a $290,000 unsecured note for a purchase price of $250,000, reflecting a $40,000 original issue discount, and received net cash proceeds of $224,500 after fees.
The note carries a one-time 12% interest charge, matures on June 9, 2027, and requires an initial amortization payment of $162,400 on December 9, 2026 followed by five monthly payments of $27,066.66. After certain triggers, the holder may convert the note at 75% of the lowest closing bid price over the prior ten trading days, subject to a $0.10 floor before default.
Netcapital also issued a warrant to purchase 250,000 common shares at $0.50 per share through June 9, 2029, with cashless exercise if resale registration is unavailable. Both the note and warrant include beneficial ownership limits of 4.99%, adjustable up to 9.99%, and total issuable shares are capped at 1,569,579 absent shareholder approval under Nasdaq Rule 5635(d).
Netcapital Inc. entered into a Securities Purchase Agreement with Vanquish Funding Group Inc., issuing a promissory note with a principal amount of $182,120 for a purchase price of $157,000. After reimbursing $7,000 of buyer expenses, the company received net proceeds of $150,000 for general working capital.
The note carries a one-time interest charge of 13% and requires total payments of $205,795 through five installments ending on March 30, 2027, with a five-day grace period for each payment. If an event of default occurs, the note becomes immediately due at 150% of outstanding amounts, rising to 200% after certain additional defaults, and unpaid sums accrue default interest at 22% per year.
Following a default, the buyer may convert all or part of the outstanding amount into common stock at 65% of the lowest trading price over the prior 20 trading days, subject to a minimum conversion price of $1.00 per share during the first six months and a 4.99% beneficial ownership limitation. The note was issued in a private placement under Section 4(a)(2) without an underwriter or general solicitation.
Netcapital Inc. entered a financing deal with Labrys Fund II, L.P., issuing a $145,000 unsecured convertible promissory note and a warrant for 125,000 common shares at $0.50 per share. After original issue discount and fees, the company received $111,250 in net cash proceeds.
The note carries a one-time 12% interest charge ($17,400), matures on June 3, 2027, and requires an initial amortization payment of $81,200 on December 3, 2026, followed by five monthly payments of $13,533.33. It is convertible at the holder’s option after specified triggers at a price equal to 75% of the lowest closing bid over the prior ten trading days, with a $0.10 floor that falls away after an event of default.
The warrant is exercisable from December 3, 2026 until June 3, 2029 and, if no effective resale registration is available, may be exercised on a cashless basis. Both the note and warrant include 4.99% beneficial ownership limits, adjustable up to 9.99%. Total shares issuable under the instruments are capped at 1,569,579 shares unless shareholders approve more under Nasdaq Rule 5635(d). Extensive registration, listing, covenant and shareholder approval failures are defined as events of default, which can accelerate the note at 150% of outstanding amounts plus interest and costs.
Netcapital Inc. has entered into a non-binding letter of intent to acquire Resmac’s residential mortgage banking assets for a total acquisition value of $5,000,000, paid entirely in 2,500,000 shares of SD Holdco Series A Convertible Preferred Stock at $2.00 per share.
The deal would be executed through a new South Dakota subsidiary, SD Holdco, which would acquire Resmac’s mortgage licenses, HUD Title II approval, servicing rights, and related technology and customer relationships as a going concern. The SD Holdco preferred stock would carry a 6% cumulative dividend, vote with common on an as-converted basis, and be locked up for eighteen months after any spinout or conversion.
RezyFi could earn up to 1,500,000 additional SD Holdco preferred shares if Resmac reaches $10,000,000 in cumulative GAAP revenue within twenty-four months and if SD Holdco completes a Form S-1 public offering with at least $10,000,000 in gross proceeds. Netcapital and SD Holdco would seek to file an S-1 targeting at least $15,000,000 in gross proceeds and ultimately spin out SD Holdco as a separate public financial services company via a dividend to Netcapital shareholders.
The LOI is non-binding for the acquisition terms and the transaction faces numerous conditions, including HUD change-of-control approval, warehouse lender and state licensing consents, termination or non-impairment of RezyFi’s agreement with ECGI Holdings, Inc., satisfactory due diligence within forty-five days, board approval, and execution of definitive agreements. A ninety-day exclusivity period restricts RezyFi and Resmac from pursuing competing deals, with $250,000 cash liquidated damages payable to Netcapital if exclusivity is breached.
Netcapital Inc. entered into an Asset Purchase Agreement to acquire substantially all assets related to the NetNudge AI Agent Platform from Codesharp Corporation. As consideration, it agreed to issue 600,000 shares of Series A Convertible Preferred Stock, with up to an additional 600,000 shares if a revenue milestone is reached.
The milestone is based on $3,000,000 of cumulative GAAP revenue from the acquired assets between June 1, 2026 and May 31, 2029. Each preferred share has a stated value of $1.50, giving initial stated consideration of $900,000 and a maximum of $1,800,000. The initial 600,000 preferred shares carry 2.5 votes per share and have senior liquidation and conversion rights relative to common stock, which may affect existing common shareholders’ voting power and priority in a liquidation.
Netcapital Inc. entered into a financing deal with Labrys Fund II, L.P., issuing a $290,000 unsecured convertible promissory note and a warrant to buy 250,000 common shares at $0.50 per share. The note was sold for $250,000, reflecting a $40,000 original issue discount, with additional deductions for legal, diligence and placement agent fees.
The note carries a one-time 12% interest charge, matures on May 12, 2027, and requires scheduled amortization payments starting in November 2026. Labrys can convert principal and interest into common stock at 75% of the lowest closing bid price over a 10‑day lookback, subject to a $0.10 floor that falls away after an event of default. Both the note and warrant include 4.99%–9.99% beneficial ownership limits and covenants requiring Netcapital to file and maintain an effective resale registration statement, with failures treated as events of default.
Netcapital Inc. entered into new financing arrangements, issuing two convertible promissory notes to Vanquish Funding Group Inc. with aggregate principal of $144,550 for a purchase price of $125,000, reflecting an original issue discount of $19,550. These include a Bridge Note with principal of $92,800, a one-time interest charge of 14% (or $12,992), total scheduled payments of $105,792, and maturity on February 28, 2027, and a Promissory Note with principal of $51,750, a one-time interest charge of 12% (or $6,210), ten installments of $5,796 totaling $57,960, and the same maturity date. On April 30, 2026, the company also issued a separate unsecured, non-convertible note to related party Netcapital Systems LLC with principal of $300,000 for gross proceeds of $150,000, bearing interest at 8% and maturing on September 30, 2026. The company plans to use proceeds from these notes for general working capital.
Netcapital Inc. reported a leadership change and a new chief executive employment agreement. The Board terminated Rich Wheeless as Chief Executive Officer on April 12, 2026, and appointed Todd Violette, age 56, as Chief Executive Officer effective April 13, 2026.
Violette’s Employment Agreement provides a 12‑month term starting April 13, 2026, with an annual base salary of $120,000, potential bonuses, and eligibility for stock option grants at the Board’s discretion. The agreement includes standard benefits, termination provisions, and restrictive covenants lasting through employment and for two years afterward. On April 16, 2026, Netcapital issued a press release announcing his appointment.
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.
Netcapital Inc. reported that it acquired substantially all assets of Iverson Design, LLC’s AI-driven digital design studio business under an Asset Purchase Agreement dated January 2, 2026. The purchase price is 980,000 shares of Netcapital common stock issued to the seller at closing. Netcapital is acquiring hardware and software systems, intellectual property and design libraries, AI-driven production workflows and tools, customer and supplier relationships, and related goodwill, while excluding items such as the seller’s organizational records, debt-related contracts, certain leased equipment, and the owner’s separate creative projects. Netcapital is assuming only specified post-closing obligations under purchased contracts, with pre-closing and other liabilities remaining with the seller. The common shares issued were unregistered, relying on Section 4(a)(2) of the Securities Act and Regulation D, and the company later issued a press release announcing the transaction.
Netcapital Inc. reported that it has shared its latest financial results by issuing a press release. On December 15, 2025, the company announced financial results for the period ended October 31, 2025, and made the full text of this press release available as Exhibit 99.1. The information is being furnished rather than filed, meaning it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other securities law documents unless specifically referenced. Netcapital’s common stock and its warrants to purchase common stock trade on The Nasdaq Stock Market under the symbols NCPL and NCPLW, respectively.
Netcapital Inc. reported several major corporate actions, including an acquisition, leadership changes and new equity awards.
The company acquired substantially all assets of Rivetz Corp.’s Rivetz Network cybersecurity and blockchain business, paying with 950,000 shares of common stock and assuming specified liabilities capped at $100,000 for non-contract items. Former CEO Martin Kay resigned on December 3, 2025 and will receive a $98,750 cash severance plus $10,000 per month for 12 months as a consultant, with all his stock options fully vested. The board appointed Rich Wheeless as Chief Executive Officer starting December 7, 2025 with a $180,000 annual base salary, and named Kevin Kilduff General Counsel with a $60,000 base salary and an inducement grant of 1,000,000 restricted shares that can vest on March 15, 2027 based on revenue between $900,000 and $1,500,000 for a defined measurement period. The 950,000 Rivetz consideration shares were issued as unregistered securities under Section 4(a)(2) and Regulation D.
Netcapital Inc. filed a current report to note that it released financial results for the period ended July 31, 2025. The company disclosed that it issued a press release on September 22, 2025 detailing these results, and attached the press release as an exhibit. The filing clarifies that the earnings information and the related exhibit are being furnished rather than filed under securities laws, meaning they are not automatically subject to certain liability provisions and are not incorporated into other company filings unless specifically referenced.