Form 8-K

8-K — Netcapital Inc.

Accession: 0001493152-26-050625

Filed: 2026-11-09

Period: 2026-11-05

CIK: 0001414767

SIC: 6199 (FINANCE SERVICES)

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES

EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): November 5, 2026

NETCAPITAL

INC.

(Exact

name of registrant as specified in its charter)

Utah

001-41443

87-0409951

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

Lincoln Street, Boston, Massachusetts

02111

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (781) 925-1700

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value per share

NCPL

The

Nasdaq Stock Market LLC

Warrants

exercisable for one share of Common Stock

NCPLW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Extension

of Compliance Period

previously disclosed, on August 24, 2026 and September 21, 2026, Netcapital Inc. (the “Company”) received notices (the “Delinquency

Notifications”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)

indicating that the Company did not comply with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Rule”)

because it had not timely filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”)

and its Quarterly Report on Form 10-Q for the quarter ended July 31, 2026 (the “Form 10-Q” and, together with the Form 10-K,

the “Delinquent Reports”), respectively.

The

Company submitted materials to the Staff regarding its plan to regain compliance with the Rule on October 22, 2026 and October 23, 2026.

November 5, 2026, the Company received a letter from the Staff notifying the Company that, based on the Staff’s review of the Company’s

submission, the Staff has granted the Company an exception to regain compliance with the Rule. Under the terms of the exception, the

Company must file the Delinquent Reports on or before February 9, 2027. If the Company does not satisfy these terms, the Staff will provide

written notification that the Company’s securities will be delisted. At that time, the Company may appeal the Staff’s determination

to a Nasdaq Hearings Panel.

The

letter has no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Stock Market. The Company

is working diligently to complete the Delinquent Reports and intends to file them as promptly as practicable to regain compliance with

the Rule. However, there can be no assurance that the Company will be able to file the Delinquent Reports within the exception period

or otherwise regain or maintain compliance with Nasdaq’s continued listing requirements.

November 9, 2026, the Company issued a press release announcing receipt of the letter. A copy of the press release is attached

as Exhibit 99.1 to this Current Report on Form 8-K.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995, including statements regarding the Company’s expectations as to the timing of the filing of the Delinquent Reports and its

ability to regain compliance with Nasdaq’s continued listing requirements. These statements are subject to risks and uncertainties

that could cause actual results to differ materially, including the timing and outcome of the work of the Company’s independent

registered public accounting firm and advisors and any required amendments or restatements of prior financial statements, as well as

the other risks described in the Company’s filings with the Securities and Exchange Commission. 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 dated November 9, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.

NETCAPITAL

INC.

Dated:

November 9, 2026

By:

/s/

Todd Violette

Name:

Todd

Violette

Title:

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Netcapital

Inc. Receives Nasdaq Extension to Regain Compliance with Periodic Filing Requirement

BOSTON,

MA, November 9, 2026 — Netcapital Inc. (Nasdaq: NCPL, NCPLW) (the “Company”) today announced that on November

5, 2026, it received a letter from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market

LLC (“Nasdaq”) granting the Company an exception to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”).

previously disclosed, on August 24, 2026, and September 21, 2026, the Staff notified the Company that it was not in compliance

with the Rule. The notices were issued because the Company had not filed 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 quarter ended July 31, 2026 (together, the “Delinquent Reports”).

The Staff granted the exception after reviewing the materials the Company submitted on October 22 and October 23, 2026.

Under

the terms of the exception, the Company must file the Delinquent Reports on or before February 9, 2027. If the Company does not satisfy

these terms, the Staff will provide written notification that the Company’s securities will be delisted, and the Company may then

appeal the Staff’s determination to a Nasdaq Hearings Panel.

The

Nasdaq letter has no immediate effect on the listing or trading of the Company’s securities on The Nasdaq Stock Market. The Company

is working diligently to complete the Delinquent Reports and intends to file them as promptly as practicable.

This

announcement is made in accordance with Nasdaq Listing Rule 5810(b).

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. Forward-looking

statements include, but are not limited to, statements regarding the Company’s ability and intention to regain compliance with

Nasdaq’s minimum bid-price requirement; the potential use, timing, approval, implementation, and effectiveness of a reverse stock

split; the anticipated timing of the filing of the Company’s Annual Report on Form 10-K; the Company’s ability to satisfy

Nasdaq continued listing standards; the potential outcome of any Nasdaq process or hearing; and the Company’s ability to address

operational, regulatory, reporting, and listing-related matters. These forward-looking statements are based on the Company’s current

expectations, estimates, assumptions, and projections and are subject to risks and uncertainties that could cause actual results to differ

materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the Company’s

ability to maintain a closing bid price of at least $1.00 per share for the period required by Nasdaq; market conditions and volatility

in the trading price of the Company’s common stock; the Company’s ability to obtain any required corporate or stockholder

approvals; the timing and effectiveness of any reverse stock split; the Company’s ability to complete required financial reporting

and audit procedures; the timing and outcome of Nasdaq determinations; the Company’s ability to meet other Nasdaq continued listing

requirements; its ability to raise capital; and general economic, market, regulatory, and business conditions. Investors are cautioned

not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company undertakes

no obligation to update or revise any forward-looking statements except as required by applicable law.

Investor

Contact

800-460-0815

ir@netcapital.com

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