Netcapital Inc.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on February 4, 2026, Netcapital Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price of its common stock had been below $1.00 per share for 30 consecutive business days, and that the Company therefore did not comply with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). On October 7, 2026, the Company received a letter from Nasdaq notifying the Company that, for the 10 consecutive business days from September 23, 2026 through October 6, 2026, the closing bid price of the Company’s common stock had been at $1.00 per share or greater. Accordingly, Nasdaq determined that the Company has regained compliance with Nasdaq Listing Rule 5550(a)(2), and the matter is now closed. As previously disclosed, the Company remains out of compliance with Nasdaq Listing Rule 5250(c)(1) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 and its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026. The Company has until October 23, 2026 to submit to Nasdaq a plan to regain compliance with that rule. The October 7, 2026 letter does not address or affect that matter, and there can be no assurance that Nasdaq will accept the Company’s plan or that the Company will regain compliance with Rule 5250(c)(1). On October 13, 2026, the Company issued a press release announcing that it has regained compliance with Nasdaq Listing Rule 5550(a)(2) and the engagement of Adeptus as its independent registered public accounting firm. 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.

Item 4.01. Changes in Registrant’s Certifying Accountant. On October 8, 2026, the Audit Committee of the Board of Directors of the Company approved the engagement of Adeptus Partners, LLC (“Adeptus”) as the Company’s independent registered public accounting firm, succeeding Fruci & Associates II, PLLC (“Fruci”), whose resignation effective August 12, 2026 was previously reported in the Company’s Current Report on Form 8-K filed on August 18, 2026 (the “August 8-K”). Adeptus has been engaged to audit the Company’s consolidated financial statements as of and for each of the fiscal years ended April 30, 2022 through April 30, 2026, including the opening balance sheet as of April 30, 2021, and to review the Company’s unaudited interim financial information for each of the quarters in the fiscal year ended April 30, 2026. As previously disclosed in Item 4.02 of the August 8-K, the Company’s previously issued audited financial statements for the fiscal years ended April 30, 2022, 2023, 2024 and 2025, and the related unaudited interim financial statements identified in the August 8-K, should no longer be relied upon. Adeptus’s engagement to re-audit those fiscal years is intended to support the Company’s evaluation and completion of any required restatement and the filing of its delinquent periodic reports. The Company has not completed its evaluation of the corrections that may be required, and investors should continue not to rely on those previously issued financial statements.