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BCS

Current Report · Items 3.01, 9.01 · 8-K

Netcapital Inc.

NCPLNASDAQEQUITYCurrent

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 21, 2026, Netcapital Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the fiscal…

Filed Sep 25, 2026Accepted Sep 25, 2026, 5:00 PM EDTCIK 1414767Accession 0001493152-26-044363
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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

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory ArrangementsSep 3, 2026
  2. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingAug 28, 2026
  3. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other EventsAug 25, 2026
  4. Changes in Registrant's Certifying Accountant · Non-Reliance on Previously Issued Financial Statements or a Related Audit ReportAug 18, 2026
  5. Entry into a Material Definitive Agreement · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing · Unregistered Sales of Equity Securities · Regulation FD DisclosureAug 10, 2026

Registered securities in this filing

NETCAPITAL INC. · 8-K · Filed 2026-09-25

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, par value $0.001 per share

Symbol
NCPL
Exchange
NASDAQ
Classification
COMMON
Status
Current
Filing context

Context: AsOf2026-09-21

Dimensions: Not supplied

Accession 000149315226044363 · 1 registered-security cover member

Read the exact SEC filing ↗

Disclosure sections

Items 3.01, 9.01

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

Item 3.01Item 3.01 - Notice of Delisting
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 21, 2026, Netcapital Inc. (the “Company”) received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026 (the “Form 10-Q”), and remains delinquent in filing its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”), the Company does not comply 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 “SEC”). As previously disclosed in the Company’s Current Report on Form 8-K filed on August 27, 2026, the Company received a letter from Nasdaq on August 24, 2026 relating to its failure to timely file the Form 10-K. Pursuant to that letter, the Company has until October 23, 2026 to submit to Nasdaq a plan to regain compliance with respect to both the Form 10-K and the Form 10-Q. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the due date of the Form 10-K, or until February 9, 2027, to regain compliance. If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal that determination to a Nasdaq Hearings Panel. The Notice has no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market under the symbol “NCPL,” subject to the Company’s continued compliance with Nasdaq’s other continued listing requirements. The Company intends to submit a plan to regain compliance to Nasdaq within the required timeframe and intends to file the Form 10-K and the Form 10-Q as soon 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 within any exception period granted by Nasdaq, or that the Company will otherwise maintain compliance with Nasdaq’s continued listing requirements. On September 25, 2026, the Company issued a press release announcing its receipt of the Notice, as required by Nasdaq Listing Rule 5810(b). A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Filed exhibits (1)
EX-99.1 (by filename) ex99-1.htm

Exhibit 99.1 Netcapital Inc. Receives Nasdaq Notice Related to Delayed Quarterly Report on Form 10-Q BOSTON, MA, September 25, 2026 - Netcapital Inc. (Nasdaq: NCPL) (the “Company”) today announced that on September 21, 2026, it received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, because the Company has not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, and remains delinquent in filing its Annual Report on Form 10-K for the fiscal year ended April 30, 2026, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1). That rule requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. As previously announced on August 27, 2026, the Company received an earlier notice from Nasdaq on August 24, 2026 regarding the delinquent Form 10-K. Under that notice, the Company has until October 23, 2026 to submit a plan to regain compliance covering both delinquent reports. If Nasdaq accepts the plan, it may grant the Company an exception of up to 180 calendar days from the original due date of the Form 10-K, or unt…

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