Netcapital Inc. (NCPLW) furnishes earnings press release for July 31, 2025 period

Rhea-AI Filing Summary

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.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 22, 2025

NETCAPITAL INC.

(Exact name of registrant as specified in charter)

Utah		001-41443		87-0409951
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1 Lincoln Street, Boston, Massachusetts		02111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 925-1700

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		NCPL		The Nasdaq Stock Market LLC
Warrants to Purchase Common Stock		NCPLW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On September 22, 2025, Netcapital Inc. (the “Company”) issued a press release announcing financial results for the period ended July 31, 2025.

The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated September 22, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Netcapital Inc.
	(Registrant)
	By:	/s/ Coreen Kraysler
	Name:	Coreen Kraysler
	Title:	Chief Financial Officer
Dated September 22, 2025

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FAQ

What did Netcapital Inc. (NCPLW) report in this 8-K filing?

Netcapital Inc. reported that it issued a press release announcing its financial results for the period ended July 31, 2025, and furnished that press release as an exhibit.

Which period do the Netcapital Inc. (NCPLW) financial results cover?

The financial results discussed in the press release cover the period ended July 31, 2025.

How did Netcapital Inc. (NCPLW) provide its earnings information?

The company issued a press release on September 22, 2025 and furnished it as Exhibit 99.1 to this current report.

Is the Netcapital Inc. (NCPLW) earnings information considered filed with the SEC?

No. The company states that the information in Item 2.02 and Exhibit 99.1 is furnished, not filed, under the Securities Exchange Act of 1934.

Can the Netcapital Inc. (NCPLW) press release be incorporated into other filings?

The company explains that the information in Item 2.02 and Exhibit 99.1 is not incorporated by reference into other filings unless expressly stated.

Who signed the Netcapital Inc. (NCPLW) 8-K related to the July 31, 2025 results?

The report was signed on behalf of Netcapital Inc. by Coreen Kraysler, the Chief Financial Officer.