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…
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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…