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SEC
FILE NUMBER |
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001-41443 |
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CUSIP
NUMBER
64113L202 |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
file number
| (Check
one): |
☐
Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐
Form N-SAR
☐
Form N-CSR |
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For
Period Ended: January
31, 2026 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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For
the Transition Period Ended: ________________ |
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
Netcapital
Inc.
Full
Name of Registrant
N/A
Former
Name if Applicable
1
Lincoln Street
Address
of Principal Executive Office (Street and Number)
Boston,
Massachusetts 02111
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a)
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The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Netcapital
Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 (the “2026
Form 10-Q”) within the prescribed time period because the Company required additional time to prepare and complete the review of
its quarterly financial statements for the quarter ended January 31, 2026 to be filed with the 2026 Form 10-Q. The Company expects to
file the 2026 Form 10-Q within the 5-day extension period (the “Extension Period”) afforded by Rule 12b-25 under the Securities
Exchange Act of 1934, as amended.
Forward-Looking
Statement
This
Form 12b-25 contains forward-looking statements within the meaning of applicable United States securities laws. These forward looking
statements include: (i) statements regarding the Company’s expectation to not file the 2026 Form 10-Q within the Extension Period,
and (ii) statements regarding the Company’s financial results for the quarter ended January 31, 2026. Forward-looking statements
are based on management’s current expectations or beliefs about the Company’s future plans, expectations and objectives.
These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results
to differ materially from those projected in these forward-looking statements. These risks include, but are not limited to, adjustments
resulting from the completion by the Company’s auditor of their review of the 2026 Form 10-Q. Readers of this Form 12b-25 are cautioned
not to place undue reliance on forward-looking statements contained herein, which speak only as of the date of this Form 12b-25.
(Attach
extra Sheets if Needed)
| SEC
1344 (05-06) |
|
Persons
who are to respond to the collection of information contained in this form are not required to respond unless the form displays a
currently valid OMB control number. |
PART
IV — OTHER INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification |
| Rich
Wheeless |
|
781 |
|
925-1700 |
| (Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
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| Yes
☒ No ☐ |
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| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
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| Yes ☒ No ☐ |
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If
so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
See
Exhibit A attached to this Form 12b-25. |
Netcapital
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date
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March
17, 2026 |
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By |
/s/
Richard Wheeless |
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Richard
Wheeless |
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Chief
Executive Officer |
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
Exhibit
A
To
Form
12b-25
Part
IV, Item (3)
Based
on information that is available at this time, the Company’s total revenues for the three months ended January 31, 2026, are expected
to decrease by $58,335, or approximately 38%, to $94,347, as compared to $152,682 during the three months ended January 31, 2025. The
decrease in revenue was attributed to the lack of new issuers signing up for funding portal services. Only eight new issuers launched
a crowdfunding campaign in the three months ended January 31, 2026, as compared to 28 offerings launched in the three months ended January
31, 2026.
Payroll
and payroll related expenses are expected to increase by $282,974, or approximately 35%, to $1,097,998 for the three months ended January
31, 2026, as compared to $815,024 during the three months ended January 31, 2025. The increase was attributed to the hiring of an AI
specialist and a general counsel, in addition to salary increases for certain key positions, to assist with employee retention.
Consulting
expenses are expected to increase by $204,477, or approximately 322%, to $268,032 for the three months ended January 31, 2026, from $63,555
during the three months ended January 31, 2025. The increase was primarily attributed to a new consultant hired for the tokenization
of real world assets, and payments to our former CEO, who is consulting for us over a one-year period.
Interest
expense is expected to increase by approximately $13,700 to $24,076, or approximately 132%, for the three months ended January 31, 2026,
as compared to $10,376 during the three months ended January 31, 2025, due to default interest on retired notes.
During
the three months ended January 31, 2026, the Company recognized $500,000 of insurance recovery proceeds, compared to none in the three
months ended January 31, 2025. The proceeds relate to the partial resolution of an insurance claim.
In
the nine months ended January 31, 2026, we expect to record $335,481 in funding portal revenue, consisting of portal fees of $171,771,
listing fees of $95,809, and equity fees of $67,451, as compared to funding portal revenue of $465,437 in the nine months ended January
31, 2025, a decrease of approximately 39%, consisting of portal fees of $297,627, listing fees of $127,500 and equity fees of $39,694.
The decrease in revenue was primarily attributed to a decrease in the number of issuers raising capital on the funding portal’s
platform. New offerings launched amounted to 18 issuers in the nine months ended January 31, 2026, as compared to 64 issuers in the nine
months ended January 31, 2025. 10 issuers successfully closed offerings in the nine months ended January 31, 2026, as compared to 25
issuers in the nine months ended January 31, 2025
Payroll
and payroll related expenses are expected to increase by $1,046,563, or approximately 35%, to $3,747,881 for the nine months ended January
31, 2026, as compared to $2,701,318 during the nine months ended January 31, 2025. The increase was attributed to the hiring of an AI
specialist and a general counsel, in addition to salary increases for certain key positions, to assist with employee retention.
Rent
expense is expected to increase by $6,716, or approximately 11%, to $65,452 for the nine months ended January 31, 2026, as compared to
$58,736 during the nine months ended January 31, 2025. The increase was primarily attributed to a new office-space agreement.
Consulting
expenses are expected to increase by $188,137, or approximately 78%, to $428,718 for the nine months ended January 31, 2026 from $240,581
during the nine months ended January 31, 2025. The increase was primarily attributed to a new consultant hired for the tokenization of
real world assets, and payments to our former CEO, who is consulting for us over a one-year period.
Interest
expense is expected to increase by $41,906 to $72,347, or approximately 138%, for the nine months ended January 31, 2026, as compared
to $30,441 during the nine months ended January 31, 2025. The increase resulted from short-term borrowings in April and May 2025 that
were paid off in September 2025.
During
the nine months ended January 31, 2026, the Company recognized $500,000 of insurance recovery proceeds, compared to none in the nine
months ended January 31, 2025. The proceeds relate to the partial resolution of an insurance claim, and the Company expects to recognize
additional proceeds in the fourth quarter of fiscal 2026 as the claim continues to be resolved.
