Form 8-K

8-K — Netcapital Inc.

Accession: 0001493152-26-040042

Filed: 2026-08-25

Period: 2026-08-19

CIK: 0001414767

SIC: 6199 (FINANCE SERVICES)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-17.1 (ex17-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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2026-08-19

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2026-08-19

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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): August 19, 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

Not

Applicable

(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, par value $0.001 per share

NCPL

The

Nasdaq Stock Market LLC

Warrants

to Purchase 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

5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

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.

The

departure of Ms. Lenk was not the result of any disagreement with the Company on any matter relating to the Company’s operations,

policies or practices.

Item

8.01. Other Events.

previously disclosed, on August 10, 2026, the Securities and Exchange Commission (the “SEC”) filed a civil action captioned

Securities and Exchange Commission v. John Fanning, et al., Civil Action No. 1:26-cv-13665, in the United States District Court

for the District of Massachusetts, naming the Company and certain current and former officers, directors and other individuals as defendants.

The

Court approved the settlement between the SEC and Cecilia Lenk. Without admitting the allegations in the SEC’s complaint, Ms. Lenk

consented to the entry of a final judgment providing for permanent injunctions, a conduct-based injunction and a civil monetary penalty

of $50,000.

The

SEC action remains pending against the Company and certain other defendants.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

Description

17.1

Letter of Resignation of Cecilia Lenk from the Board of Directors of Netcapital Inc., dated August 19, 2026 (corrected and restated as of August 25, 2026, solely to correct a scrivener’s error)

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 thereunto duly authorized.

NETCAPITAL

INC.

August

25, 2026

By:

/s/

Todd Violette

Name:

Todd

Violette

Title:

Chief

Executive Officer

EX-17.1

Filename: ex17-1.htm · Sequence: 2

Exhibit

17.1

NETCAPITAL,

INC.

RESIGNATION

OF DIRECTOR

August

19, 2026

the Board of Directors of Netcapital, Inc.:

CECILIA LENK, am a Director of Netcapital, Inc., a corporation organized under the laws of the State of Delaware (the “Corporation”).

hereby resign my position as a Director of the Corporation, effective immediately.

This

letter constitutes my written notice of resignation to the Corporation. I further represent that I have separately provided notice of

my resignation to the other members of the Board of Directors of the Corporation.

am tendering this resignation in connection with, and as a result of, the civil action captioned Securities and Exchange Commission

v. Fanning, et al., Civil Action No. 26-13665 (D. Mass.), filed August 10, 2026. I have consented, without admitting or denying the

allegations of the Complaint (except as to jurisdiction and as otherwise provided in the Final Judgment), to the entry of a Final Judgment

which has been accepted by the Court. Among other things, the proposed Final Judgment permanently enjoins me from directly or indirectly

participating in the issuance, purchase, offer, or sale of any security, other than for my own account. In light of that injunction,

I do not believe I am able to continue serving as a Director of the Corporation.

CECILIA

LENK

NETCAPITAL,

INC.

RESIGNATION

OF DIRECTOR

August

25, 2026

(Corrected

and Restated August 25, 2026, solely to correct a scrivener’s error; originally dated and effective August 19, 2026)

the Board of Directors of Netcapital, Inc.:

CECILIA LENK, am a Director of Netcapital, Inc., a corporation organized under the laws of the State of Utah (the “Corporation”).