STOCK TITAN
  1. Home
  2. Sec-filings
  3. NCPLW
  4. [NT 10-K] Netcapital Inc. SEC Filing

Netcapital Inc. (NCPL) flags 47% revenue fall but smaller 2026 net loss

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
NT 10-K

Rhea-AI Filing Summary

Netcapital Inc. notified that it will file its Form 10-K for the year ended April 30, 2026 late and expects to submit it by August 13, 2026 under the Rule 12b-25 extension. Additional time is needed to complete supporting documentation and disclosures concerning certain assets.

Preliminary figures indicate total revenues for fiscal 2026 of $460,883, down 47.0% from $869,460 in 2025, driven by fewer funding portal offerings and successful closings. Total costs and expenses are expected at $9,740,534, up 6.4% from $9,150,433, with payroll-related expenses rising to $4,549,421 and consulting expense to $565,604, partly offset by lower general and administrative costs of $4,519,635.

Operating loss is expected to widen 11.7% to $9,294,908. However, total other income (expense) is expected to improve by $20,045,583 to income of $65,575, mainly from a $19,486,858 reduction in impairment expense to $428,698 and a $750,000 insurance recovery. Net loss is expected to narrow 67.4% to $9,229,333, with basic and diluted net loss per share of $2.08 versus $20.39 in 2025. All figures are preliminary and unaudited.

Positive

  • Net loss improvement: Net loss is expected to decrease by $19,071,992 (67.4%) to $9,229,333, helped by sharply lower impairment expense and a $750,000 insurance recovery.
  • Impairment and other income swing: Impairment expense is expected to drop by $19,486,858 to $428,698, driving total other income (expense) from a $19,980,008 expense to $65,575 of income.

Negative

  • Revenue collapse: Total revenues are expected to fall by $408,577 (47.0%) to $460,883, reflecting fewer funding portal offerings and successful closings.
  • Operating performance deterioration: Operating loss is expected to increase by $973,591 (11.7%) to $9,294,908 as total costs and expenses rise despite lower general and administrative costs.

Insights

Analyzing...

Fiscal 2026 Revenue $460,883 Expected total revenues for year ended April 30, 2026
Fiscal 2025 Revenue $869,460 Total revenues for year ended April 30, 2025
Total Costs and Expenses 2026 $9,740,534 Expected total costs and expenses for fiscal 2026
Operating Loss 2026 $9,294,908 Expected operating loss for fiscal 2026, up 11.7%
Net Loss 2026 $9,229,333 Expected net loss for fiscal 2026, down 67.4% from 2025
Impairment Expense 2026 $428,698 Expected impairment expense for fiscal 2026, down $19,486,858
Insurance Recovery 2026 $750,000 Insurance recovery recorded in fiscal 2026; none in 2025
Net Loss per Share 2026 $2.08 Expected basic and diluted net loss per share for fiscal 2026
Form 12b-25 regulatory
"This Form 12b-25 contains forward-looking statements within the meaning"
Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.
impairment expense financial
"The principal reason for the improvement is an expected $19,486,858 decrease in impairment expense"
An impairment expense is a company’s recorded write-down when an asset—like equipment, a building, or intangible items such as goodwill—is found to be worth less than the value on the books. Think of it like recognizing that a used car you counted as an asset is now damaged and worth far less. It matters to investors because it lowers reported profits and asset values, can signal trouble with past investments, and often changes financial ratios that influence stock valuation.
funding portal offerings financial
"The decrease primarily reflects fewer funding portal offerings and successful closings"
insurance recovery financial
"Fiscal 2026 also includes a $750,000 insurance recovery, compared with none in fiscal 2025"
operating loss financial
"As a result, operating loss is expected to increase by $973,591, or 11.7%"
Operating loss occurs when a company’s regular business activities—sales of goods or services—bring in less money than it costs to run the business, like a shop whose daily sales don’t cover rent and wages. For investors, it signals that the core business isn’t currently profitable, which can increase cash burn, affect future dividends or financing needs, and change how the company’s value and risk are judged.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

FAQ

Why is Netcapital Inc. (NCPL) filing its 2026 Form 10-K late?
Netcapital expects to file its 2026 Form 10-K by August 13, 2026 under a Rule 12b-25 extension. It reports needing additional time to complete and finalize supporting documentation and related disclosures concerning certain assets.

How did Netcapital Inc. (NCPL) revenues change in fiscal 2026?
Netcapital expects fiscal 2026 revenues of $460,883, a decrease of $408,577 or 47.0% from $869,460 in 2025. The decline is attributed mainly to fewer funding portal offerings and a drop in successful closings.

What operating loss does Netcapital Inc. (NCPL) anticipate for 2026?
Netcapital expects operating loss of $9,294,908 for fiscal 2026, an increase of $973,591 or 11.7% from 2025. Higher payroll and consulting expenses, only partly offset by lower general and administrative costs, drive this deterioration.

How is Netcapital Inc. (NCPL) net loss expected to change year over year?
Netcapital expects net loss to decrease to $9,229,333 in 2026 from $28,301,325 in 2025, a 67.4% improvement. The change primarily reflects a $19,486,858 reduction in impairment expense and a $750,000 insurance recovery.

What per-share results does Netcapital Inc. (NCPL) project for 2026?
For fiscal 2026, Netcapital expects basic and diluted net loss per share of $2.08, compared with $20.39 in 2025. These preliminary, unaudited figures may change when the financial statements and Form 10-K are finalized.

How did Netcapital Inc. (NCPL) expenses evolve in fiscal 2026?
Total costs and expenses are expected at $9,740,534, up $590,101 or 6.4% from 2025. Payroll-related expenses rise to $4,549,421 and consulting expense to $565,604, while general and administrative costs decline to $4,519,635.

 

 

 

  OMB APPROVAL
 

OMB Number: 3235-0058

Expires: September 30, 2028

Estimated average burden hours per response: 2.50

 

SEC FILE NUMBER

001-41443

 

CUSIP NUMBER

64113L202

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

Commission file number: 001-41443

 

(Check one):

☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

   
  For Period Ended: April 30, 2026
   
  ☐ Transition Report on Form 10-K
  ☐ Transition Report on Form 20-F
  ☐ Transition Report on Form 11-K
  ☐ Transition Report on Form 10-Q
   
  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)

 

  ☒ (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
       
    (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN 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
       
    (c) 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-CEN, 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 Annual Report on Form 10-K for the year ended April 30, 2026 (the “2026 Form 10-K”) within the prescribed time period because the Company requires additional time to complete and finalize supporting documentation and related disclosures concerning certain assets. The Company expects to file the 2026 Form 10-K on or before August 13, 2026, within the 15-calendar-day extension period (the “Extension Period”) afforded by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

 

Forward-Looking Statements

 

This Form 12b-25 contains forward-looking statements within the meaning of applicable United States securities laws. These forward-looking statements include statements regarding the Company’s expectation that it will file the 2026 Form 10-K within the Extension Period and the preliminary financial results described in Exhibit A. Forward-looking statements are based on management’s current expectations and beliefs and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks include, but are not limited to, adjustments that may result from finalization of the Company’s financial statements and related disclosures, as well as the risk that the Company may require additional time to complete and file the 2026 Form 10-K. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Form 12b-25.

 

(Attach extra Sheets if Needed)

 

SEC 1344 (01-19)   Potential 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

 

Todd Violette   310   948-8620
(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).
Yes ☒ No ☐
   
(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?
  Yes ☒ No ☐
 
   
 

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.

 

-2-

 

 

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 July 29, 2026   By /s/ Todd Violette
        Todd Violette
        Chief Executive Officer

 

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

-3-

 

 

Exhibit A

To

Form 12b-25

Part IV, Item (3)

 

Based on information available at this time, and subject to finalization of the Company’s financial statements and Annual Report on Form 10-K, the Company expects total revenues for the year ended April 30, 2026 to decrease by $408,577, or approximately 47.0%, to $460,883, compared with $869,460 for the year ended April 30, 2025. The decrease primarily reflects fewer funding portal offerings and successful closings. The number of offerings launched decreased to 29 in fiscal 2026 from 38 in fiscal 2025, and the number of successful closings decreased to 16 from 49.

 

Total costs and expenses are expected to increase by $590,101, or 6.4%, to $9,740,534 in fiscal 2026 from $9,150,433 in fiscal 2025. Payroll and payroll-related expenses are expected to increase by $1,047,255, or 29.9%, to $4,549,421, and consulting expense is expected to increase by $250,657, or 79.6%, to $565,604. These increases are expected to be partially offset by a $696,418, or 13.4%, decrease in general and administrative costs to $4,519,635. As a result, operating loss is expected to increase by $973,591, or 11.7%, to $9,294,908.

 

Total other income (expense) is expected to improve by $20,045,583, to income of $65,575 in fiscal 2026 from expense of $19,980,008 in fiscal 2025. The principal reason for the improvement is an expected $19,486,858 decrease in impairment expense, to $428,698 in fiscal 2026 from $19,915,556 in fiscal 2025. Fiscal 2026 also includes a $750,000 insurance recovery, compared with none in fiscal 2025.

 

Net loss is expected to decrease by $19,071,992, or 67.4%, to $9,229,333 in fiscal 2026 from $28,301,325 in fiscal 2025. Basic and diluted net loss per share are each expected to be $2.08 in fiscal 2026, compared with $20.39 in fiscal 2025.

 

The foregoing amounts are preliminary and unaudited and may be revised as a result of finalization of the Company’s financial statements and Annual Report on Form 10-K.

 

-4-

 

Source: View Original Filing on SEC EDGAR