Welcome to our dedicated page for Netcapital SEC filings (Ticker: NCPL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Netcapital Inc. filings document a public fintech issuer with common stock and warrants listed on Nasdaq. Registration statements describe securities offerings, capital structure, risk factors, and offering mechanics, while periodic-report filings and related notices cover operating and financial results for the company’s online private capital markets business.
Current reports on Form 8-K record material agreements, financing arrangements, asset acquisitions, governance matters, shareholder voting matters, and Nasdaq continued-listing compliance. The filing record also includes disclosures tied to promissory notes, the acquisition of Iverson Design assets and AI-driven design workflows, equity and warrant securities, and formal reporting obligations.
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. registered up to 1,879,090 shares of common stock for resale, consisting of 118,750 shares issued in June 2025 and up to 1,760,340 shares issuable upon exercise of various warrants. The company will not receive proceeds from resale by selling holders, but could receive up to $9.21M if all warrants are cash-exercised.
The prospectus lists warrant types, exercise prices and exercise windows and states shares outstanding would be 9,608,239 assuming full cash exercise. Material risks disclosed include a Wells Notice from the SEC addressing potential enforcement, a Nasdaq minimum bid non-compliance notice with a cure period ending August 3, 2026, recurring operating losses and a going-concern qualification in the audited financials.
Rivetz Corp. reports beneficial ownership of 950,000 shares of Netcapital Inc. common stock, representing 12.1% of the class. Rivetz states it has sole voting and sole dispositive power over these shares. The filing notes, verbatim, that the "filing was delayed due to suspended CIK access was granted a few days ago."
Netcapital Inc. notified the SEC it cannot file its Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 within the prescribed time and expects to use the 5-calendar-day extension under Rule 12b-25. The delay is to complete the review of the quarter-end financial statements.
The company disclosed operational results showing a 38% decrease in quarterly revenue to $94,347, higher payroll and consulting costs, and a $500,000 insurance recovery recognized in the period.
Netcapital Inc. is registering up to 1,879,090 shares of common stock for resale, including 1,760,340 shares issuable upon exercise of existing warrants, while the company would receive up to about $9.21 million only if all such warrants are exercised for cash.
The filing highlights a sharp revenue decline and significant losses, including net losses of $28.3 million for the year ended April 30, 2025 and $5.8 million for the six months ended October 31, 2025. Netcapital also recorded about $19.9 million of portfolio investment impairments and its auditor raised substantial doubt about its ability to continue as a going concern. The company further discloses a Nasdaq notice that its share price has fallen below the $1.00 minimum bid requirement, creating delisting risk if compliance is not regained.
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.