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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s intention to submit a plan to regain compliance with Nasdaq’s listing rules, the timing of the filing of the Form 10-K and the Form 10-Q, and the Company’s ability to maintain the listing of its common stock on Nasdaq. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to complete the required audit and review of its financial statements, the availability of financing, Nasdaq’s acceptance of the Company’s plan, and the other risks described in the Company’s filings with the SEC. The Company undertakes no obligation to update any forward-looking statement, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release of Netcapital Inc., dated September 25, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 25, 2026 |
NETCAPITAL INC.
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/s/ Todd Violette
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| Name: |
Todd Violette
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| Title: | Chief Executive Officer | |
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 until February 9, 2027, to regain compliance. If Nasdaq does not accept the plan, the Company may appeal to a Nasdaq Hearings Panel.
The notice has no immediate effect on the listing or trading of the Company’s common stock, which continues to trade on The Nasdaq Capital Market under the symbol “NCPL.”
The Company intends to submit its compliance plan within the required timeframe and to file the Form 10-K and Form 10-Q as soon as practicable. There can be no assurance that Nasdaq will accept the plan or that the Company will regain compliance within any exception period granted.
About Netcapital Inc.
Netcapital Inc. is a fintech company with a scalable technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors. The Company’s consulting group, Netcapital Advisors, provides marketing and strategic advice and takes equity positions in select companies. The Company’s funding portal, Netcapital Funding Portal, Inc., is registered with the U.S. Securities and Exchange Commission and is a member of the Financial Industry Regulatory Authority. The Company’s broker-dealer, Netcapital Securities Inc., is also registered with the SEC and is a member of FINRA.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s plan to regain compliance with Nasdaq’s listing rules and the timing of its periodic filings. These statements are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to complete the audit and review of its financial statements, the availability of financing, Nasdaq’s acceptance of the Company’s plan, and other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these statements, except as required by law.
Contact:
800-460-0815
ir@netcapital.com