Welcome to our dedicated page for Netcapital SEC filings (Ticker: NCPLW), 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. (Nasdaq: NCPL, NCPLW) files a range of documents with the U.S. Securities and Exchange Commission that provide detailed insight into its operations as a fintech company and digital private capital markets ecosystem. Through this SEC filings page, users can review the company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, registration statements, proxy statements, and other disclosures related to its common stock and warrants.
In its periodic reports, Netcapital presents condensed consolidated balance sheets, statements of operations, and other financial information that describe revenues, costs, operating losses, assets such as purchased technology and equity securities, liabilities, and stockholders’ equity. These filings help investors understand the company’s financial condition, including its use of technology assets and capital structure in support of its digital capital-raising platform and tokenization initiatives.
Netcapital’s current reports on Form 8-K document material events such as financial results announcements, securities purchase agreements, at-the-market offering activity, software licensing agreements, and other significant transactions. For example, the company has filed 8-Ks describing registered direct offerings and concurrent private placements, the issuance of warrants and placement agent warrants, a Horizon Software Agreement granting a license to blockchain-related software, and at-the-market offering supplements. These filings provide primary source detail on pricing, warrant terms, use of proceeds, and counterparties.
Registration statements, including Form S-1 and Form S-3, outline the terms under which Netcapital registers shares of common stock and shares issuable upon exercise of warrants for resale. They include descriptions of multiple warrant series, exercise prices, and potential proceeds if warrants are exercised. Proxy materials on Schedule 14A describe governance matters such as director elections, auditor ratification, equity incentive plan amendments, and a proposed reincorporation from Utah to Nevada.
On Stock Titan, Netcapital’s SEC filings are presented with AI-powered summaries that highlight key points from lengthy documents, helping readers quickly understand complex topics such as warrant structures, capital raises, and changes in equity plans. Real-time updates from EDGAR, combined with access to Form 4 insider transaction reports, 10-K and 10-Q filings, and proxy statements, allow users to follow how Netcapital’s regulatory disclosures reflect its activities in private capital markets, digital securities, and tokenized real-world assets.
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.
Netcapital Inc. (NCPL) received an updated Schedule 13G/A from investment group 3i and related parties. The filing reports beneficial ownership of 518,889 shares of common stock through warrants, representing about 7% of Netcapital’s common shares outstanding as of December 15, 2025.
The warrants are held directly by 3i, LP, while 3i Management LLC and Maier Joshua Tarlow are deemed beneficial owners through their control of 3i. All three reporting persons share voting and dispositive power over these shares and certify they are not holding the securities to change or influence control of Netcapital.
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. (NCPLW) S-1 excerpts describe financing, equity reserve and ownership details. Two short-term convertible promissory notes totaling $126,320 principal (purchase prices $52,000 and $56,000) carried original issue discounts totaling $18,320 and one-time 12% interest charges. Both notes had default-triggered conversion rights at a 25% discount and a common maturity of February 28, 2026; the company prepaid both in full on July 8, 2025, remitting $52,779 and $69,845 after making two scheduled payments on the first note. The filing discloses equity reserve and dilution sources: 37,826 shares reserved under incentive plans, 1,445,132 shares issuable upon outstanding options (weighted average exercise $5.70) and 556,973 shares issuable upon outstanding warrants (weighted average exercise $24.72). Large holders listed include Intracoastal Capital LLC (~564,207 shares), 3i LP (~500,341 shares) and Lind Global Fund II LP (~517,853 shares) with disclosed partial holdings split between beneficial and issued amounts. Estimated offering expenses list a $62,073.94 total covering SEC fees, legal, printing, accounting and misc costs.
Netcapital Inc. filing discloses executive compensation, equity incentive plan details, corporate governance provisions and certain corporate charter/bylaw changes tied to a proposed reincorporation. Named executive officers shown include Martin Kay (CEO) with total 2024 compensation of $340,000, Coreen Kraysler (CFO) with total compensation figures of $275,777 (2025) and $265,000 (2024), and founder Jason Frishman with reported totals near $225,261–$228,034 for 2024/2025. The company adopted an insider trading policy (filed as Exhibit 19.1). The 2021 Equity Incentive Plan reserves 4,286 shares, with 2,671 options awarded and 1,615 shares remaining as of April 30, 2025. The filing lists option awards totaling up to 875,000 options across executives, directors and employees with exercise prices of $2.68 and $3.39, not exercisable until stockholder approval of Plan amendments. The filing also summarizes Nevada corporate governance rules on meetings, record dates, director removal, inspection rights, dividends and indemnification.
Netcapital Inc. filed a current report to let investors know it has released its financial results for the year ended April 30, 2025. On August 12, 2025, the company issued a press release detailing these full-year results, which is attached as Exhibit 99.1.
The report classifies this information under results of operations and financial condition and notes that the press release is being furnished rather than filed, meaning it is not automatically subject to certain Exchange Act liabilities or incorporation by reference unless specifically included in another filing.
Netcapital Inc. reported a difficult fiscal year ended April 30, 2025 with material asset write-downs and cash shortfalls. Revenues declined to $869,460 in fiscal 2025 from $4,951,435 the prior year, producing a gross profit of $829,116. The company recorded impairments of approximately $17.9 million on portfolio investments and recognized a total non-cash loss of $19.9 million, reducing total investments at fair value to $5,748,050 from $25,333,386 a year earlier.
Liquidity and solvency metrics underline risk: negative working capital of $5,096,163, an operating loss of $8,321,317, net cash used in operations of $5,339,211, and a reported net loss of $28,301,325 for the year. The filing discloses substantial dependence on a small number of customers and secured SBA obligations of approximately $0.5 million. Recent financing activity after year-end included two July 2025 registered direct/private placements raising gross proceeds of about $5 million and $3 million, an ATM sale that generated net proceeds of approximately $944,067, and FINRA approval in November 2024 for the broker-dealer subsidiary. Management states these conditions raise substantial doubt about the company’s ability to continue as a going concern.