Highest-materiality recent filing
Director Avi Liss resigns amid SEC lawsuit; Cesar Herrera appointed to board
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).
Netcapital gets Nasdaq delinquency notice for late 10-K; plan due Oct 23
On Aug 24, 2026, Nasdaq notified Netcapital of non-compliance with Rule 5250(c)(1) for not filing FY 2026 Form 10-K.
Netcapital's Cecilia Lenk resigns as board member and subsidiary CEO after $50K SEC settlement
Lenk resigned Aug 19, 2026 from Netcapital board and as CEO of Netcapital Advisors, effective immediately.
Auditor Fruci & Associates II resigned effective Aug 12, 2026, citing SEC Litigation Release No. 26607.
Netcapital granted extra 180-day Nasdaq compliance period; amends Vanquish notes
Nasdaq granted 180-day extension until Feb 1, 2027 to regain $1.00 minimum bid price compliance.
Up to $15M of common stock may be sold to Hudson Global Ventures under equity line.
Netcapital raises $224.5K via convertible note and warrant to Dune Equity Holdings
Issued $290K convertible note to Dune Equity; net proceeds $224.5K after $40K OID and $25.5K fees.
Netcapital issues $290K convertible note and warrants to FirstFire, netting $224.5K
Issued $290K promissory note to FirstFire with $40K OID; net proceeds $224.5K after fees.
Issued $182,120 promissory note to Vanquish Funding for $157,000 (13% OID); net proceeds $150,000 after $7,000 expenses.
Netcapital issues $145K convertible note and warrant to Labrys Fund II
Issued $145,000 promissory note (OID $20,000) and warrant to purchase 125,000 shares at $0.50 per share.
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.
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.
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.
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).
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.
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.
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.
Total revenues $51,076, down 70% YoY from $170,528; net loss ($0.44) per share vs ($2.34) prior year.
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.
Netcapital Q1 fiscal 2026 revenue up 34% to $190K; operating loss widens to $3.3M
Revenue $190,058, up 34% YoY from $142,227.
Shareholders voted against ratifying Fruci & Associates as auditor (1.79M against vs 0.90M for).
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.
Netcapital closes $3M registered direct offering plus $2.9M warrant potential
Raised ~$3M gross from sale of 641,712 shares at $4.675/share.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Slides made available on company website and filed as Exhibit 99.1; content not reproduced in this 8-K.
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.
All five director nominees (Kay, Lenk, Liss, Geary, Scott) re-elected to serve until next annual meeting.
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.
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.
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).
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.
Revenue decreased 42% YoY to $4.9M; portal fees increased 109% to $874,368.
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.
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.
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.
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.
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.
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.
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.
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.
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.
On August 19, 2026, following the United States District Court for the District of Massachusetts’ approval of Cecilia Lenk’s settlement with the Securities and Exchange Commission in the previously disclosed SEC civil action, Ms. Lenk resigned from the Board of Directors of Netcapital Inc. (the “Company”) and from her position as Chief Executive Officer of Netcapital Advisors Inc., a wholly owned subsidiary of the Company, effective immediately.
On August 19, 2026, following the United States District Court for the District of Massachusetts’ approval of Cecilia Lenk’s settlement with the Securities and Exchange Commission in the previously disclosed SEC civil action, Ms. Lenk resigned from the Board of Directors of Netcapital Inc. (the “Company”) and from her position as Chief Executive Officer of Netcapital Advisors Inc., a wholly owned subsidiary of the Company, effective immediately.
On June 23, 2022, the Company appointed Cecilia Lenk to the position of President to serve until her successor is appointed.
Effective May 15, 2022, the Board of Directors (the “Board”) of Netcapital Inc. (the “Company”) appointed Martin Kay to the Board to fill the vacancy created by Thomas Carmody’s death.
On May 4, 2022, Thomas Carmody, a director of Netcapital Inc., passed away.
Max materiality 1.00 · Median 0.60 · Most common event other_material