Welcome to our dedicated page for Netcapital SEC filings (Ticker: NCPL), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Netcapital Inc. (NCPL) SEC filings page on Stock Titan brings together the company’s official regulatory disclosures, giving investors direct access to how this fintech issuer reports its digital private capital markets business. Netcapital files annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K with the U.S. Securities and Exchange Commission (SEC), along with other forms such as Form 12b-25 for late filings.
In its periodic reports, Netcapital details revenues from its online capital-raising platform and related services, costs of services, operating expenses, impairment charges, and net income or loss. These filings also describe the company’s capital structure, including common stock, warrants, SBA loans, promissory notes, and equity securities, as well as stockholders’ equity and accumulated deficits. Investors can review how funding portal activity, consulting services, and technology acquisitions affect the company’s financial position over time.
Current reports on Form 8-K provide timely disclosure of material events such as the acquisition of Rivetz Network assets, leadership transitions, employment and separation agreements, inducement equity awards under the 2023 Omnibus Equity Incentive Plan, and registered direct offerings with accompanying private placements of warrants. These filings also confirm Netcapital’s listing of common stock and warrants on The Nasdaq Stock Market LLC under the symbols NCPL and NCPLW.
Stock Titan enhances this raw regulatory data with AI-powered summaries that explain the key points of lengthy 10-K and 10-Q filings in clear language, highlight important changes in revenues, expenses, and capital structure, and surface notable risk or strategy disclosures. Real-time updates from EDGAR ensure that new 8-Ks, late-filing notifications like Form 12b-25, and other submissions appear quickly, while integrated access to equity and compensation information helps users understand how Netcapital uses stock, warrants, and restricted stock awards in its corporate and financing activities.
Netcapital Inc. notified the SEC it cannot file its Quarterly Report on Form 10-Q for the quarter ended January 31, 2026 within the prescribed time and expects to use the 5-calendar-day extension under Rule 12b-25. The delay is to complete the review of the quarter-end financial statements.
The company disclosed operational results showing a 38% decrease in quarterly revenue to $94,347, higher payroll and consulting costs, and a $500,000 insurance recovery recognized in the period.
Netcapital Inc. is registering up to 1,879,090 shares of common stock for resale, including 1,760,340 shares issuable upon exercise of existing warrants, while the company would receive up to about $9.21 million only if all such warrants are exercised for cash.
The filing highlights a sharp revenue decline and significant losses, including net losses of $28.3 million for the year ended April 30, 2025 and $5.8 million for the six months ended October 31, 2025. Netcapital also recorded about $19.9 million of portfolio investment impairments and its auditor raised substantial doubt about its ability to continue as a going concern. The company further discloses a Nasdaq notice that its share price has fallen below the $1.00 minimum bid requirement, creating delisting risk if compliance is not regained.
Netcapital Inc. received a notice from Nasdaq on February 4, 2026 that its shares no longer meet the Nasdaq Capital Market minimum bid price requirement of $1.00 per share. The company’s stock closed below this level for 30 consecutive business days from December 18, 2025 to February 3, 2026.
The notice does not immediately affect trading, and the stock will continue under the symbol NCPL. Netcapital has 180 days, until August 3, 2026, to regain compliance by maintaining a closing bid of at least $1.00 for 10 consecutive business days, and may receive an additional 180 days if other listing conditions are met. The company is monitoring its share price and may consider actions such as a reverse stock split to restore compliance.
Netcapital Inc. (NCPL) received an updated Schedule 13G/A from investment group 3i and related parties. The filing reports beneficial ownership of 518,889 shares of common stock through warrants, representing about 7% of Netcapital’s common shares outstanding as of December 15, 2025.
The warrants are held directly by 3i, LP, while 3i Management LLC and Maier Joshua Tarlow are deemed beneficial owners through their control of 3i. All three reporting persons share voting and dispositive power over these shares and certify they are not holding the securities to change or influence control of Netcapital.
Netcapital Inc. is registering 1,879,090 shares of common stock for resale by existing investors, including 1,760,340 shares issuable upon warrant exercise. The company will not receive proceeds from share resales, but could raise about $9.21 million if all registered warrants are exercised for cash.
Netcapital operates an online funding portal and a newly approved broker-dealer focused on Regulation Crowdfunding, Regulation A and Regulation D offerings, and is expanding into tokenized securities. The business faces sharply lower revenues, heavy net losses, sizable impairments on portfolio investments, customer concentration, and an auditor’s going concern warning, while holding minority stakes in numerous private companies obtained as fee compensation.
Netcapital Inc. reported that it acquired substantially all assets of Iverson Design, LLC’s AI-driven digital design studio business under an Asset Purchase Agreement dated January 2, 2026. The purchase price is 980,000 shares of Netcapital common stock issued to the seller at closing. Netcapital is acquiring hardware and software systems, intellectual property and design libraries, AI-driven production workflows and tools, customer and supplier relationships, and related goodwill, while excluding items such as the seller’s organizational records, debt-related contracts, certain leased equipment, and the owner’s separate creative projects. Netcapital is assuming only specified post-closing obligations under purchased contracts, with pre-closing and other liabilities remaining with the seller. The common shares issued were unregistered, relying on Section 4(a)(2) of the Securities Act and Regulation D, and the company later issued a press release announcing the transaction.
Netcapital Inc. reported that it has shared its latest financial results by issuing a press release. On December 15, 2025, the company announced financial results for the period ended October 31, 2025, and made the full text of this press release available as Exhibit 99.1. The information is being furnished rather than filed, meaning it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other securities law documents unless specifically referenced. Netcapital’s common stock and its warrants to purchase common stock trade on The Nasdaq Stock Market under the symbols NCPL and NCPLW, respectively.
Netcapital Inc. reported weak results for the quarter and six months ended October 31, 2025, with a small revenue base and sizable losses. Revenue was $51,076 for the quarter and $241,134 for the six months, down from $170,528 and $312,755 in the prior-year periods, all from fees on online services. The company posted a net loss of $2,129,489 for the quarter and $5,771,541 for the six months, compared with losses of $2,220,501 and $4,747,671 a year earlier.
Cash and cash equivalents rose to $1,684,188 from $289,428 at April 30, 2025, driven mainly by equity financings, including $8,507,171 from common stock sales and a $2,840,000 stock-for-software Horizon license. However, operating cash outflow reached $6,792,561 and Netcapital ended the period with negative working capital of $1,500,153 and total debt of $2,420,124, mostly SBA loans.
Management states there is substantial doubt about the company’s ability to continue as a going concern within one year, given recurring losses and cash burn. Customer concentration remains high, with one customer providing 58% of six‑month revenue. After quarter-end, Netcapital agreed to acquire Rivetz cybersecurity assets for 950,000 shares and up to $100,000 of assumed liabilities and announced a CEO change and a 1,000,000‑share restricted stock award to its new General Counsel.