Current Report · Items 5.02, 8.01, 9.01 · 8-K

Netcapital Inc.

NCPLNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events

Filed Aug 25, 2026Accepted Aug 25, 2026, 3:35 PM EDTCIK 1414767Accession 0001493152-26-040042

Company context

Netcapital.com is an SEC-registered funding portal that enables private companies to raise capital online, while investors are able to invest from almost anywhere in the world, at any time, with just a few clicks. Securities offerings on the portal are accessible through individual offering pages, where companies include product or service details, market size, competitive advantages, and financial documents. Companies can accept investments from virtually anyone, including friends, family, customers, employees, etc. Customer accounts on our platform are not permitted to hold digital securities.

Current securities

NCPLNASDAQ · EQUITY · Current NCPLWNASDAQ · WARRANT · Current

Historical securities (3)

NCPLOTC · EQUITY · Historical · closed Jul 13, 2022 VSTROTC · EQUITY · Historical · closed Nov 5, 2020 VSTRDOTC · EQUITY · Historical · closed Dec 4, 2020

Recent company filings

Disclosure sections

Items 5.02, 8.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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.

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