Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 19, 2026, following the United States District Court for the District of Massachusetts’ approval of Cecilia Lenk’s settlement with the Securities and Exchange Commission in the previously disclosed SEC civil action, Ms.…
Filed Aug 25, 2026Accepted Aug 25, 2026, 3:35 PM EDTCIK 1414767Accession 0001493152-26-040042
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Item 5.02Item 5.02 - Departure/Election of Directors
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
August 19, 2026, following the United States District Court for the District of Massachusetts’ approval of Cecilia Lenk’s
settlement with the Securities and Exchange Commission in the previously disclosed SEC civil action, Ms. Lenk resigned from the Board
of Directors of Netcapital Inc. (the “Company”) and from her position as Chief Executive Officer of Netcapital Advisors Inc.,
a wholly owned subsidiary of the Company, effective immediately.
The
departure of Ms. Lenk was not the result of any disagreement with the Company on any matter relating to the Company’s operations,
policies or practices.
Item 8.01Item 8.01 - Other Events
Item
8.01. Other Events.
As
previously disclosed, on August 10, 2026, the Securities and Exchange Commission (the “SEC”) filed a civil action captioned Securities and Exchange Commission v. John Fanning, et al., Civil Action No. 1:26-cv-13665, in the United States District Court
for the District of Massachusetts, naming the Company and certain current and former officers, directors and other individuals as defendants.
The
Court approved the settlement between the SEC and Cecilia Lenk. Without admitting the allegations in the SEC’s complaint, Ms. Lenk
consented to the entry of a final judgment providing for permanent injunctions, a conduct-based injunction and a civil monetary penalty
of $50,000.
The
SEC action remains pending against the Company and certain other defendants.