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): ~~January~~February 24, 2026

NETCAPITAL INC.

(Exact name of registrant as specified in charter)

Utah

001-41443

87-0409951

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1 Lincoln Street, Boston, Massachusetts		02111
State Street Financial Center, 1 Lincoln Street, Boston, Massachusetts		02111
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~781~~782) 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 (see General Instruction A.2. below):

☐	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 1934 (§240.12b-2 of this chapter)

Emerging growth company ☐.

If 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 1 3.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

On ~~January~~February 24, 2026, Netcapital Inc., a(the ~~Utah~~“Company”) ~~corporation~~was notified (the “~~Company~~Notification Letter”) by The Nasdaq Stock Market, ~~entered~~LLC ~~into~~(“Nasdaq”) anthat ~~Asset~~it ~~Purchase~~is ~~Agreement~~not (in compliance with the ~~“Asset~~minimum bid price requirements set forth in Nasdaq Listing Rule ~~Purchase~~5550(a)(2) ~~Agreement”~~for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) byrequires listed securities to maintain a minimum bid price of $1.00 per share, and ~~among~~Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the ~~Company,~~minimum ~~Iverson~~bid ~~Design,~~price ~~LLC,~~requirement exists if the deficiency continues for a ~~Massachusetts~~period ~~limited~~of ~~liability~~30 ~~company~~consecutive (business days. Based on the ~~“Seller”), and~~closing ~~Michael~~bid ~~Iverson,~~price asof the ~~Seller~~Company’s common ~~manager~~stock ~~and~~between ~~sole~~December ~~member~~18, ~~(collectively~~2025 to February 3, 2026, the ~~“Seller~~Company ~~Parties”).~~no ~~Pursuant~~longer tomeets the minimum bid price requirement. The Notification ~~Asset~~Letter ~~Purchase~~has ~~Agreement,~~no ~~the~~immediate ~~Company~~effect ~~acquired~~on ~~substantially~~the ~~all~~listing or trading of the ~~Seller~~Company’s ~~assets~~common ~~that~~stock ~~primarily~~on ~~relate~~The toNasdaq ~~the~~Capital ~~Seller’s digital~~Market ~~design~~and, ~~studio~~at ~~business~~this time, (the ~~“Business”),~~common ~~other~~stock ~~than~~will ~~certain~~continue ~~excluded~~to ~~assets~~trade on The Nasdaq Capital Market under the symbol “NCPL.”

The ~~Business~~Notification isLetter ~~described~~provides inthat the ~~Asset~~Company ~~Purchase~~has ~~Agreement~~180 ascalendar ~~providing~~days, ~~creative~~or ~~services~~until ~~including~~August ~~graphic~~3, ~~design~~2026, ~~motion~~to ~~graphics~~regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, ~~2D/3D~~the bid price of the Company’s common stock must have a closing bid price of at least $1.00 ~~animation~~per share for a minimum of 10 consecutive business days. If the Company does not regain compliance by August 3, ~~visual~~2026, ~~effects~~an additional 180 days may be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market continued listing requirement for market value of publicly-held shares and ~~related~~all ~~design~~other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid price requirement and ~~visualization~~notifies ~~services~~Nasdaq ~~that~~in ~~incorporate~~writing AIof its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-~~driven~~day ~~design~~period, ~~methods~~then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

~~Purchased~~The ~~assets~~Company ~~include,~~intends among other things: tangible personal property; rights under assigned contracts; intellectual property assets, social media accounts and related content; systems (including owned software); marketing materials; customer and supplier lists and relationships; books and records; and goodwill. Schedule 2.1 to monitor the ~~Asset~~closing ~~Purchase~~bid ~~Agreement~~price ~~further~~of ~~describes~~its ~~the~~common ~~Purchased~~stock ~~Assets to include hardware~~ and ~~software systems~~may, ~~intellectual~~if ~~property and design libraries~~appropriate, ~~software-integrated~~consider ~~systems~~implementing ~~and~~available ~~tools used in connection with AI-driven~~options, ~~design production workflows (~~including ~~workflows~~, ~~automation~~but ~~tools,~~not ~~integrations~~limited ~~and APIs, and proprietary models~~ to ~~the extent owned by the Seller)~~, ~~client~~implementing ~~lists~~a ~~and~~reverse ~~customer~~stock ~~information,~~split ~~domain~~of ~~names~~its ~~and~~outstanding ~~other digital identifiers~~securities, ~~telephone~~to ~~numbers~~regain ~~and~~compliance ~~email~~with ~~addresses,~~the minimum ~~office~~bid ~~furniture~~price ~~and~~requirement ~~equipment,~~under ~~and~~the ~~certain~~Nasdaq ~~prepaid~~Listing ~~expenses, deposits and credits relating to periods after the closing~~Rules.

Excluded assets include, among other things: the Seller’s organizational documents and certain records; employee-related records that cannot be transferred; contracts related to indebtedness; leased equipment; Iverson’s independent Etsy shop; Iverson’s independent film work with ATOMCAT Productions (The Rover: Gift of Eden); and Iverson’s private portfolio of independently-developed works not related to or owned by the Seller.

Pursuant to the Asset Purchase Agreement, the Company assumed only certain liabilities and obligations under the purchased contracts that accrue after the closing date and do not arise from any pre-closing breach. All other liabilities and obligations of the Seller are excluded, and the Seller agreed to timely pay and discharge all outstanding liabilities, including excluded liabilities, on or immediately following the closing date.

The purchase price for the Purchased Assets is 980,000 shares of the Company’s common stock, par value $0.001 per share (the “Buyer Stock”), issued and delivered to the Seller at closing in accordance with a subscription agreement. The closing occurred on January 2, 2026.

The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Items 1.01 related to the issuance of the Buyer Stock under the Asset Purchase Agreement of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The Company relied on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 as amended and Regulation D promulgated thereunder.

Item 8.01 Other Events.

On January 6, 2026, the Company issued a press release announcing the acquisition of the assets of Iverson Design, LLC. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		Asset Purchase Agreement, dated January 2, 2026, by and between Netcapital Inc. and Iverson Design, LLC Corp.
99.1		Press Release dated January 6, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.
	Netcapital Inc. (Registrant)
	(Registrant)
	By:	/s/ Coreen Kraysler
January 8, 2026	By:	/s/ Coreen Kraysler
	Name:	Coreen Kraysler
	Title:	Chief Financial Officer
Dated February 6, 2026

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