Netcapital Inc. Receives Nasdaq Notice for Delinquent Filings

What Happened

• Netcapital Inc. (ticker: NCPL) filed an Item 3.01 Current Report on Form 8‑K disclosing that on September 21, 2026 Nasdaq’s Listing Qualifications Department sent a Notice that the company is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its Form 10‑Q for the quarter ended July 31, 2026 and remains delinquent in filing its Form 10‑K for the fiscal year ended April 30, 2026.
• The company previously received a related Nasdaq letter on August 24, 2026 about the late Form 10‑K. Netcapital said it will submit a plan to regain compliance by the October 23, 2026 deadline and issued a press release on September 25, 2026 (attached as Exhibit 99.1).

Key Details

• Notice received: September 21, 2026 (Nasdaq Listing Qualifications Department).
• Delinquent filings: Form 10‑Q for quarter ended July 31, 2026; Form 10‑K for year ended April 30, 2026.
• Plan deadline: submit plan to Nasdaq by October 23, 2026; if Nasdaq accepts, an exception may extend compliance deadline up to 180 days from the Form 10‑K due date (potentially until February 9, 2027).
• Trading impact: No immediate effect; common stock continues to trade on The Nasdaq Capital Market under symbol “NCPL,” subject to other continued listing requirements.

Why It Matters

• This is a material compliance issue: failure to timely file required SEC reports can lead to delisting proceedings if Nasdaq does not accept the company’s compliance plan or the company fails to meet any granted extension.
• Investors should watch for the company’s plan submission, the timing of the completed audit and filings of the Form 10‑K and Form 10‑Q, and any Nasdaq response or appeals, since those outcomes determine whether the stock’s listing remains secure. The company noted risks to meeting deadlines, including completing required audits, financing availability, and Nasdaq’s acceptance of its plan.