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.
The Netcapital Inc. (NCPL) SEC filings page on Stock Titan brings together the company’s official regulatory disclosures, giving investors direct access to how this fintech issuer reports its digital private capital markets business. Netcapital files annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the U.S. Securities and Exchange Commission (SEC), along with other forms such as Form 12b-25 for late filings.
In its periodic reports, Netcapital details revenues from its online capital-raising platform and related services, costs of services, operating expenses, impairment charges, and net income or loss. These filings also describe the company’s capital structure, including common stock, warrants, SBA loans, promissory notes, and equity securities, as well as stockholders’ equity and accumulated deficits. Investors can review how funding portal activity, consulting services, and technology acquisitions affect the company’s financial position over time.
Current reports on Form 8-K provide timely disclosure of material events such as the acquisition of Rivetz Network assets, leadership transitions, employment and separation agreements, inducement equity awards under the 2023 Omnibus Equity Incentive Plan, and registered direct offerings with accompanying private placements of warrants. These filings also confirm Netcapital’s listing of common stock and warrants on The Nasdaq Stock Market LLC under the symbols NCPL and NCPLW.
Stock Titan enhances this raw regulatory data with AI-powered summaries that explain the key points of lengthy 10-K and 10-Q filings in clear language, highlight important changes in revenues, expenses, and capital structure, and surface notable risk or strategy disclosures. Real-time updates from EDGAR ensure that new 8-Ks, late-filing notifications like Form 12b-25, and other submissions appear quickly, while integrated access to equity and compensation information helps users understand how Netcapital uses stock, warrants, and restricted stock awards in its corporate and financing activities.
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. insider ownership disclosure: A reporting person filed an initial ownership statement showing beneficial ownership of 500,000 shares of Netcapital Inc. common stock, $0.001 par value per share, as of an event date of June 26, 2025. The filing indicates the person is a director of the company and that these shares are held directly. The form is signed by Brian Collins, Chief Executive Officer.
Netcapital Inc. filed a Form S-3 shelf registration to offer up to $50,000,000 of securities, including common stock, preferred stock, debt securities, warrants, and units, which may be sold from time to time in one or more offerings. Sales methods may include direct sales, through agents, dealers, or underwriters, with specific terms to be set in future prospectus supplements.
The company invoked Rule 415(a)(6), carrying forward $9,004,894.40 of unsold securities from a prior registration (File No. 333-267921) and may continue using that prior registration until the earlier of effectiveness of this new registration or April 24, 2026. Netcapital’s common stock trades on Nasdaq as “NCPL”; the last reported price was $2.31 on October 20, 2025. As of October 21, 2025, 4,917,889 shares of common stock were outstanding. Proceeds from any primary sales will be received by the company, with intended uses including general corporate purposes.
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.
Netcapital, Inc. (NCPLW) reported results for the quarter ended July 31, 2025 showing continued operating losses and active financing transactions. The company had 4,720,066 shares outstanding as of July 31, 2025. Revenue items disclosed include listing fees and portal equity fees, with contract revenues of $190,058 and $142,227 referenced and deferred revenue of $315 at July 31, 2025. Gross profit for the period was shown as $182,649 versus $132,007 a year earlier. The quarter included an operating loss of $3,285,648, a net loss of $3,642,052, and net cash used in operating activities of $4,214,258. The balance sheet shows total debt instruments including SBA loans (one of $1,885,800) and several promissory notes; certain notes were in default or settled via equity issuance. The company recorded investments and equity securities received as compensation and recognized an unrealized gain of $44,945 in the quarter. Management disclosed going concern matters and regulatory exposure. Major financing activity included registered direct offerings and ATM sales generating gross proceeds of approximately $8 million across July 2025 transactions.
Netcapital Inc. filed a Form 12b-25 to report that its Quarterly Report on Form 10-Q for the quarter ended July 31, 2025 will be filed late, citing the need for additional time to prepare and review its quarterly financial statements. The company expects to file within the 5-day extension period allowed under SEC rules.
Based on preliminary figures, total revenues for the three months ended July 31, 2025 are expected to be about $190,058, up from $142,227 a year earlier, an increase of roughly 34%, largely driven by fees from a single issuer that generated about 73% of revenues after a successful $5 million capital raise on the company’s funding portal. At the same time, payroll expenses are expected to rise to $1,940,706 (up 71%), general and administrative costs to $1,618,506 (up 17%), marketing and rent expense also increase, interest expense rises to $36,067 (up about 245%), and new accretion expense of approximately $356,404 appears due to discounted notes sold in 2025.