Netcapital Inc.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 24, 2026, Netcapital Inc. (the “Company”) received a delinquency notification letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”), the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. The Notice has no immediate effect on the listing or trading of the Company’s common stock or warrants on The Nasdaq Stock Market. However, Nasdaq has advised the Company that, beginning five business days from the date of the Notice, the Company will be included in Nasdaq’s public list of non-compliant companies, and an indicator reflecting the Company’s non-compliance will be broadcast over Nasdaq’s market data dissemination network and made available to third-party market data providers. Under the Nasdaq Listing Rules, the Company has 60 calendar days from receipt of the Notice, or until October 23, 2026, to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If Nasdaq accepts the Company’s plan, Nasdaq may grant an exception of up to 180 calendar days from the Form 10-K’s due date, or until February 9, 2027, for the Company to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel pursuant to Nasdaq Listing Rule 5815(a). The Company intends to submit a plan to regain compliance within the period required by Nasdaq and to file the Form 10-K as promptly as practicable. However, there can be no assurance that Nasdaq will accept the Company’s plan, that the Company will be able to regain compliance with Nasdaq Listing Rule 5250(c)(1), or that the Company will be able to maintain compliance with the other continued listing requirements of Nasdaq. On August 28, 2026, the Company issued a press release announcing its receipt of the Notice, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference. This Current Report on Form 8-K and the press release are intended to satisfy the public announcement requirement of Nasdaq Listing Rule 5810(b).