{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-041397","form_type":"8-K","ticker":"NCPL","cik":"0001414767","company_name":"Netcapital Inc.","filed_at":"2026-09-03T21:10:14+00:00","discovered_at":"2026-09-03T21:14:04.838914+00:00","generated_at":"2026-09-03T21:14:09.554002+00:00","sec_items":["5.02","9.01"],"event_type":"leadership","sentiment":"negative","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Director Avi Liss resigns amid SEC lawsuit; Cesar Herrera appointed to board","bullets":["Avi Liss resigned from Netcapital board and all committees effective Aug 27, 2026, citing SEC civil action filed Aug 10, 2026 (SEC v. John Fanning et al., D. Mass).","Liss stated he had no knowledge, involvement, or financial benefit from alleged conduct; resignation letter filed as Exhibit 17.1.","Board elected Cesar Herrera as director on Aug 30, 2026, filling vacancy; he joined Audit Committee and is CEO of KRTL Holding Group Inc.","Board now has three independent directors; Herrera receives standard non-employee director compensation and indemnification.","Audit Committee: Geary (Chair), Scott, Herrera; Compensation Committee: Scott (Chair), Geary, Herrera."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-041397","json":"https://secwatch.observer/filing/0001493152-26-041397.json","markdown":"https://secwatch.observer/filing/0001493152-26-041397.md","text":"https://secwatch.observer/filing/0001493152-26-041397.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226041397/0001493152-26-041397-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226041397/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-09-03T21:14:09.554002+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"3dae6514eb","claim":"Cesar Herrera was appointed as Director at Netcapital Inc..","evidence_excerpt":"On August 30, 2026, the Board, acting by unanimous written consent of the directors then in office pursuant to Section 16-10a-810(1)(c) of the Utah Revised Business Corporation Act and the Company’s Bylaws, elected Cesar Herrera as a director of the Company, effective immediately, to fill the vacancy on the Board created by Mr. Liss’s resignation.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226041397/0001493152-26-041397-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"decd252a4b","claim":"Avi Liss resigned as Director at Netcapital Inc..","evidence_excerpt":"On August 27, 2026, Avi Liss resigned as a member of the Board of Directors (the “Board”) of Netcapital Inc. (the “Company”), and from all committees of the Board on which he served, including the Audit Committee, effective immediately upon delivery of his written resignation to the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1414767/000149315226041397/0001493152-26-041397-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}