Netcapital Inc. filings document the regulatory record for a fintech company operating an online private capital markets platform, including its common stock and Nasdaq-listed warrants under NCPLW. The company’s registration statements describe securities offerings, capital structure, risk factors, and its status as a smaller reporting company, while periodic and current reports cover operating and financial results.
Netcapital’s 8-K filings disclose material agreements, promissory note financings, governance matters, shareholder voting items, and capital-structure changes. Its filing record also includes Form 12b-25 notices related to delayed quarterly reporting, providing formal disclosure about Exchange Act reporting timing and related compliance matters.
Netcapital Inc. ownership update: this Amendment No. 3 to the Schedule 13G/A reports that 3i, LP, together with 3i Management LLC and Maier Joshua Tarlow, beneficially own an aggregate of 505,935 shares of Common Stock issuable upon exercise of warrants. The filing bases the ownership percentage on 7,847,899 shares outstanding as of March 24, 2026, and reports that the Shares represent approximately 6.06%–6.1% of the class. The reporting persons state shared voting and dispositive power over the 505,935 shares and clarify that Mr. Tarlow has shared power by virtue of his role with 3i Management.
Netcapital Inc. ownership update: this Amendment No. 3 to the Schedule 13G/A reports that 3i, LP, together with 3i Management LLC and Maier Joshua Tarlow, beneficially own an aggregate of 505,935 shares of Common Stock issuable upon exercise of warrants. The filing bases the ownership percentage on 7,847,899 shares outstanding as of March 24, 2026, and reports that the Shares represent approximately 6.06%–6.1% of the class. The reporting persons state shared voting and dispositive power over the 505,935 shares and clarify that Mr. Tarlow has shared power by virtue of his role with 3i Management.
Netcapital Inc. entered into new financing arrangements, issuing two convertible promissory notes to Vanquish Funding Group Inc. with aggregate principal of $144,550 for a purchase price of $125,000, reflecting an original issue discount of $19,550. These include a Bridge Note with principal of $92,800, a one-time interest charge of 14% (or $12,992), total scheduled payments of $105,792, and maturity on February 28, 2027, and a Promissory Note with principal of $51,750, a one-time interest charge of 12% (or $6,210), ten installments of $5,796 totaling $57,960, and the same maturity date. On April 30, 2026, the company also issued a separate unsecured, non-convertible note to related party Netcapital Systems LLC with principal of $300,000 for gross proceeds of $150,000, bearing interest at 8% and maturing on September 30, 2026. The company plans to use proceeds from these notes for general working capital.
Netcapital Inc. entered into new financing arrangements, issuing two convertible promissory notes to Vanquish Funding Group Inc. with aggregate principal of $144,550 for a purchase price of $125,000, reflecting an original issue discount of $19,550. These include a Bridge Note with principal of $92,800, a one-time interest charge of 14% (or $12,992), total scheduled payments of $105,792, and maturity on February 28, 2027, and a Promissory Note with principal of $51,750, a one-time interest charge of 12% (or $6,210), ten installments of $5,796 totaling $57,960, and the same maturity date. On April 30, 2026, the company also issued a separate unsecured, non-convertible note to related party Netcapital Systems LLC with principal of $300,000 for gross proceeds of $150,000, bearing interest at 8% and maturing on September 30, 2026. The company plans to use proceeds from these notes for general working capital.
Netcapital Inc. reported a leadership change and a new chief executive employment agreement. The Board terminated Rich Wheeless as Chief Executive Officer on April 12, 2026, and appointed Todd Violette, age 56, as Chief Executive Officer effective April 13, 2026.
Violette’s Employment Agreement provides a 12‑month term starting April 13, 2026, with an annual base salary of $120,000, potential bonuses, and eligibility for stock option grants at the Board’s discretion. The agreement includes standard benefits, termination provisions, and restrictive covenants lasting through employment and for two years afterward. On April 16, 2026, Netcapital issued a press release announcing his appointment.
Netcapital Inc. reported a leadership change and a new chief executive employment agreement. The Board terminated Rich Wheeless as Chief Executive Officer on April 12, 2026, and appointed Todd Violette, age 56, as Chief Executive Officer effective April 13, 2026.
Violette’s Employment Agreement provides a 12‑month term starting April 13, 2026, with an annual base salary of $120,000, potential bonuses, and eligibility for stock option grants at the Board’s discretion. The agreement includes standard benefits, termination provisions, and restrictive covenants lasting through employment and for two years afterward. On April 16, 2026, Netcapital issued a press release announcing his appointment.
Rivetz Corp. reports beneficial ownership of 950,000 shares of Netcapital Inc. common stock, representing 12.1% of the class. Rivetz states it has sole voting and sole dispositive power over these shares. The filing notes, verbatim, that the "filing was delayed due to suspended CIK access was granted a few days ago."
Rivetz Corp. reports beneficial ownership of 950,000 shares of Netcapital Inc. common stock, representing 12.1% of the class. Rivetz states it has sole voting and sole dispositive power over these shares. The filing notes, verbatim, that the "filing was delayed due to suspended CIK access was granted a few days ago."
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. 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. 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. 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. (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.