Netcapital receives Nasdaq delisting notice over delayed filings

Netcapital Inc. (Nasdaq: NCPL) disclosed on September 25, 2026, that it received a second notice from The Nasdaq Stock Market LLC regarding its failure to timely file periodic reports with the Securities and Exchange Commission. The Listing Qualifications Department issued the notice on September 21, 2026, citing the company's delinquency in filing its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, and its Annual Report on Form 10-K for the fiscal year ended April 30, 2026. This non-compliance violates Nasdaq Listing Rule 5250(c)(1), which mandates the timely submission of all required financial disclosures.

The September notice follows an earlier communication from Nasdaq dated August 24, 2026, which specifically addressed the overdue Form 10-K. Under the terms of that August notice, Netcapital must submit a plan to regain compliance for both delinquent reports by October 23, 2026. If Nasdaq accepts this plan, it may grant an exception of up to 180 calendar days from the original due date of the Form 10-K, extending the compliance deadline to February 9, 2027. Should Nasdaq reject the proposed plan, the company retains the option to appeal the decision to a Nasdaq Hearings Panel.

The new notice does not alter the current status of Netcapital's common stock, which continues to trade on The Nasdaq Capital Market under the ticker symbol NCPL. The company stated its intention to submit the required compliance plan within the designated timeframe and to file the outstanding Form 10-K and Form 10-Q as soon as practicable. However, the announcement notes that there is no assurance Nasdaq will approve the plan or that Netcapital will regain compliance within any granted exception period.

Netcapital Inc. operates as a fintech company providing a technology platform that enables private companies to raise capital online and offers private equity investment opportunities to investors. Its consulting arm, Netcapital Advisors, provides marketing and strategic advice while taking equity positions in select clients. The company's funding portal, Netcapital Funding Portal, Inc., is registered with the SEC and is a member of the Financial Industry Regulatory Authority (FINRA). Additionally, its broker-dealer, Netcapital Securities Inc., is also registered with the SEC and maintains membership in FINRA.

The release includes forward-looking statements regarding the company's efforts to regain listing compliance and the timing of its financial filings. These statements are subject to risks and uncertainties that could cause actual results to differ materially from expectations. Key risks include the company's ability to complete the audit and review of its financial statements, its access to financing, and whether Nasdaq accepts its compliance plan. Netcapital undertakes no obligation to update these forward-looking statements except as required by law.