Netcapital Inc.: regains $1.00 closing bid compliance; hires new auditor

What happened

• Netcapital Inc. reported that Nasdaq determined the company has regained compliance with Nasdaq Listing Rule 5550(a)(2) after the closing bid price of its common stock was at $1.00 per share or greater for 10 consecutive business days from Sep 23, 2026 through Oct 6, 2026, per a Nasdaq letter dated Oct 7, 2026. The company announced the compliance determination and the engagement of Adeptus Partners, LLC in a press release dated Oct 13, 2026.
• The Audit Committee approved the engagement of Adeptus Partners, LLC as the company’s independent registered public accounting firm on Oct 8, 2026, succeeding Fruci & Associates II, PLLC, whose resignation effective Aug 12, 2026 was previously reported in the company’s 8-K filed Aug 18, 2026.

Key details

• Nasdaq compliance: closing bid price at $1.00 per share or greater for 10 consecutive business days from Sep 23, 2026 through Oct 6, 2026; Nasdaq letter dated Oct 7, 2026 states the matter is closed for Rule 5550(a)(2).
• Remaining Nasdaq matter: the company remains out of compliance with Nasdaq Listing Rule 5250(c)(1) for failure to timely file its Annual Report on Form 10-K for the fiscal year ended Apr 30, 2026 and its Quarterly Report on Form 10-Q for the quarter ended Jul 31, 2026; the company has until Oct 23, 2026 to submit a plan to Nasdaq.
• Auditor engagement: Adeptus has been engaged to audit consolidated financial statements for each fiscal year ended Apr 30, 2022 through Apr 30, 2026, including the opening balance sheet as of Apr 30, 2021, and to review unaudited interim financial information for each quarter in the fiscal year ended Apr 30, 2026.
• Non-reliance: the company stated that its previously issued audited financial statements for the fiscal years ended Apr 30, 2022, 2023, 2024 and 2025 and related unaudited interim financial statements “should no longer be relied upon,” and that it has not completed its evaluation of possible corrections.

Why it may matter

• Item 3.01 (notice of delisting or failure to satisfy a continued listing rule) was reported for the Nasdaq minimum bid-price deficiency and later compliance with Rule 5550(a)(2); the filing also notes continued non-compliance with Rule 5250(c)(1) regarding delinquent periodic reports.
• Items 4.01 and 4.02 (change in certifying accountant and non-reliance on previously issued financial statements) were reported for the engagement of Adeptus Partners, LLC and the company’s statement that certain previously issued financial statements should no longer be relied upon.
• This filing does not show why the insider traded or why the company acted.