Recent 8-K filings for NCPL
Highest-materiality recent filing
Netcapital records $17.9M total impairment on multiple equity investments
- Impairments on 11 investments include StockText, CupCrew, CountSharp, HeadFarm, RealWorld, AceHedge, Dark, Fantize, Caesar Media, ChipBrain, Deuce Drone.
- Largest single impairment: ChipBrain LLC $3.37M due to AI replication of software; Deuce Drone $2.35M (inactive); Caesar Media $2.0M (failure to file).
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Total acquisition value $5M, payable solely via 2.5M shares of SD Holdco Series A Convertible Preferred Stock at $2 stated value; no cash consideration.
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Consideration: 600,000 Series A Preferred shares at closing ($900K stated value); up to 600,000 more if $3M cumulative GAAP revenue earned in 3 years.
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Netcapital issues $290K convertible note and warrants to Labrys Fund II in private placement
Issued $290,000 convertible note to Labrys Fund II for $250,000 purchase price ($40,000 OID); note matures May 12, 2027.
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Netcapital raises $275K via convertible notes and related-party note for working capital
Two convertible notes issued to Vanquish Funding for $144,550 aggregate principal, purchase price $125,000 (OID $19,550).
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Netcapital terminates CEO Rich Wheeless, appoints Todd Violette as new CEO
Rich Wheeless terminated as CEO on April 12, 2026; Todd Violette named CEO effective April 13, 2026.
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Netcapital receives Nasdaq bid price deficiency notice; cure deadline Aug 3, 2026
Nasdaq notified Netcapital on Feb 4, 2026 that bid price closed below $1.00 for 30 consecutive trading days.
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Netcapital acquires Iverson Design assets for 980K shares; Iverson joins as Chief Design Director
Acquired substantially all assets of Iverson Design, LLC, including AI-driven design and visualization tools.
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Total revenues $51,076, down 70% YoY from $170,528; net loss ($0.44) per share vs ($2.34) prior year.
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Netcapital acquires Rivetz assets, appoints new CEO to expand into crypto/blockchain
Acquired substantially all Rivetz Network assets in exchange for 950,000 shares; closed Dec 3.
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Netcapital Q1 fiscal 2026 revenue up 34% to $190K; operating loss widens to $3.3M
Revenue $190,058, up 34% YoY from $142,227.
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Shareholders voted against ratifying Fruci & Associates as auditor (1.79M against vs 0.90M for).
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Netcapital FY2025 revenue $869K, down 82% YoY; operating loss $8.3M, includes $19.9M impairment
Revenue $869,460 vs $4,951,435 in FY2024, down 82% on lower consulting services.
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Netcapital closes $3M registered direct offering plus $2.9M warrant potential
Raised ~$3M gross from sale of 641,712 shares at $4.675/share.
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Netcapital raises $5M in registered direct offering; warrants for additional $4.9M
Sold 714,286 shares at $7.00 per share for gross proceeds of $5M.
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Netcapital licenses Horizon's blockchain platform for 500,000 shares
Issued 500,000 shares of common stock (NCPL) to Horizon Globex GmbH for a perpetual, royalty-free license to Horizon's blockchain-based capital-raising and secondary trading platform.
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Netcapital files prospectus supplement for $975,000 ATM offering
On June 23, 2025, Netcapital filed a prospectus supplement for an additional $975,000 of common stock under the existing ATM Agreement.
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Netcapital raises $475k PIPE, forms Crypto & Game Advisory Boards
Private placement of 118,750 shares at $4.00; price reset floor $2.56; net proceeds for general corporate purposes.
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Netcapital records $17.9M total impairment on multiple equity investments
Impairments on 11 investments include StockText, CupCrew, CountSharp, HeadFarm, RealWorld, AceHedge, Dark, Fantize, Caesar Media, ChipBrain, Deuce Drone.
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Netcapital secures $408K in debt financing with convertible and standard notes
Issued two convertible notes to 1800 Diagonal Lending LLC: $61,360 principal ($52K net) and $64,960 principal ($56K net), 12% interest, maturity Feb 2026.
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Netcapital enters $181,540 promissory note with conversion rights; net proceeds $150k
Note principal $181,540 with 12% one-time interest; total repayment $203,324 over 5 months starting Sep 30, 2025.
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Netcapital authorizes 10M shares of blank-check preferred stock
Filed articles of amendment on March 25, 2025 to authorize 10,000,000 shares of preferred stock.
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Netcapital Q3 FY2025 revenue down 85% YoY to $152,682; net loss $3.0M
Revenue dropped 85% YoY to $152,682 from $1.04M in Q3 FY2024.
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Netcapital raises ~$143k by repricing warrants to $1.80, issues new warrants at $2.03
Existing warrants for 79,558 shares repriced from $8.74 to $1.80 per share; holders exercised for cash.
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Netcapital reduces warrant exercise price to $1.80, raises ~$487K in cash exercise
Existing warrants for 270,861 shares exercised at $1.80 (down from $10.85); gross proceeds ~$487K.
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Netcapital Reports Q2 Fiscal 2025 Results: Revenue Down 92% YoY, Net Loss of $2.2M
Revenue fell 92% year-over-year to $170,528 for the quarter ended Oct 31, 2024.
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Slides made available on company website and filed as Exhibit 99.1; content not reproduced in this 8-K.
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Netcapital subsidiary receives FINRA approval to become broker-dealer
NSI approved for private placements, Reg A and Reg D offerings, and fee-sharing with other broker-dealers.
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All five director nominees (Kay, Lenk, Liss, Geary, Scott) re-elected to serve until next annual meeting.
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Netcapital Q1 revenue plunges 91% YoY to $142K; net loss widens to $2.5M
Revenue fell ~91% to $142,227 from $1.52M in prior-year quarter; funding portal revenues down 62% to $142,056.
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Netcapital enters into $2.1M ATM equity offering agreement with H.C. Wainwright
ATM Agreement with H.C. Wainwright to sell up to $2,100,000 of common stock at market prices.
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Netcapital regains Nasdaq bid price compliance; delisting appeal canceled
Nasdaq notified Netcapital on Aug 19, 2024 that it met Bid Price Rule (closing price >= $1.00 for 10 consecutive business days since Aug 2, 2024).
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Netcapital effects 1-for-70 reverse stock split to regain Nasdaq compliance
Reverse split effective 4:01 p.m. ET on August 1, 2024; trading on split-adjusted basis begins August 2, 2024.
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Revenue decreased 42% YoY to $4.9M; portal fees increased 109% to $874,368.
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Nasdaq to delist Netcapital as stock closed at $0.10 or less for 10 days; reverse split approved
On July 23, 2024, Nasdaq notified Netcapital of delisting due to closing bid price ≤ $0.10 for ten consecutive trading days.
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Netcapital raises $2.2M by exercising warrants at reduced price; issues new warrants
Entered inducement letters to exercise 14.32M Series A-2 warrants at $0.155/share; gross proceeds ~$2.2M.
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Netcapital proposes reverse stock split 1:2 to 1:100 to regain Nasdaq bid price compliance
Special stockholder meeting set for July 24, 2024 to vote on reverse split.
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Netcapital issues 681,298 shares to two directors in exchange for canceling $90,204 of debt
Issued 239,274 shares to director Steven Geary at $0.1324/sh, canceling $31,680 of his outstanding debt.
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Netcapital Q3 FY2024 revenue falls 54% to $1.0M, diluted EPS $(0.19) vs $0.33
Revenue decreased 54% YoY to $1.0M from $2.3M in Q3 FY2023.
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Netcapital gets 180-day Nasdaq bid-price extension to Aug 26, 2024
Received extension after failing to meet $1 minimum bid price by Feb 28, 2024.
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Netcapital shareholders approve warrant issuance and adjournment proposals at special meeting
Proposal 1 (Warrant Shareholder Approval): 3,417,664 for, 1,017,969 against, 333,249 abstain – approved.
Earnings & guidance
Materiality & sentiment trend
Max materiality 0.85 · Median 0.55 · Most common event other_material