Netcapital Inc. 8-K

What Happened Netcapital Inc. (Nasdaq: NCPL) filed an 8-K (Item 3.01) reporting that on February 4, 2026 it received a Notification Letter from The Nasdaq Stock Market saying the company is not in compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum $1.00 closing bid. Nasdaq found the deficiency based on the closing bid price for the period December 18, 2025 through February 3, 2026. The Notification Letter does not affect current listing or trading — NCPL will continue to trade on Nasdaq while the company works to regain compliance.

Key Details

• Notification date: February 4, 2026; deficiency period reviewed: Dec 18, 2025 to Feb 3, 2026.
• Cure deadline: 180 calendar days (until August 3, 2026) to achieve a $1.00+ closing bid for at least 10 consecutive business days.
• Possible second compliance period: Nasdaq may grant an additional 180 days if the company meets market-value/publicly‑held share requirements and notifies Nasdaq of an intent to cure (for example, via a reverse stock split).
• If the company fails to regain compliance, Nasdaq may move to delist; Netcapital would have the right to appeal to a Nasdaq Hearings Panel.

Why It Matters This notice signals a listing-rule deficiency tied to the company’s stock price but does not immediately change trading status. For investors, the main risks are potential dilution or a reverse stock split if management chooses that route to restore compliance, and the longer-term possibility of delisting if the company cannot cure the deficiency. Management said it will monitor the stock price and may consider available options, including a reverse stock split, to regain compliance.