$NCPL

Reuters reports the SEC charged Netcapital (NCPL) with securities fraud, alleging it overstated revenue by nearly $14 million from consulting agreements with co-founder John Fanning. The SEC claims some agreements were forged and produced no real revenue, helping Netcapital more than quadruple reported revenue while raising investor funds. Netcapital said Nasdaq gave it until Feb. 1, 2027 to regain compliance.

The SEC charged Netcapital (Netcapital) with securities fraud, alleging the fintech overstated revenue. According to the SEC, Netcapital improperly recorded about $14 million in revenue from consulting agreements tied to John Fanning, which the SEC says were shams and produced no real revenue. The SEC also alleged some agreements were forged, per its civil complaint in federal court.

Netcapital Inc. (NCPL) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. false 0001414767 0001414767 2026-08-06 2026-08-06 0001414767 NCPL:CommonStock0.001ParValuePerShareMember 2026-08-06 2026-08-06 0001414767 NCPL:WarrantsExercisableForOneShareOfCommonStockMember 2026-08-06 2026-08-06 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES S

Netcapital Inc. (Nasdaq: NCPL) said the SEC has stayed a Nasdaq continued listing rule that would have required MVLS of at least $5 million, with immediate suspension and delisting if below that level for 30 days. The stay remains until the full SEC Commission decides. Netcapital said it will continue its turnaround plan.

Netcapital Inc. (NCPL) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-10.1 3 ex10-1.htm EX-10.1 Exhibit 10.1 EQUITY PURCHASE AGREEMENT This equity purchase agreement is entered into as of June 29, 2026 (this “ Agreement ”), by and between Netcapital Inc., a Utah corporation (the “ Company ”), and Hudson Global Ventures, LLC, a Nevada limited lia

Netcapital Inc. (NCPL) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-10.1 4 ex10-1.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 1, 2026, by and between Netcapital Inc. , a Utah corporation, with headquarters located at 1 Lincoln Street, Boston, MA 02111 (the “Compa

Netcapital Inc. (NCPL) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-10.1 4 ex10-1.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 9, 2026, by and between Netcapital Inc. , a Utah corporation, with headquarters located at 1 Lincoln Street, Boston, MA 02111 (the “Compa

Netcapital Inc. (NCPL) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED

Netcapital Inc. (NCPL) filed an SEC Form 8-K — Entry into a Material Definitive Agreement. EX-10.1 4 ex10-1.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of June 3, 2026, by and between Netcapital Inc., a Utah corporation, with headquarters located at 1 Lincoln Street, Boston, MA 02111 (the “Compan

Netcapital said it signed an LOI to buy Resmac in a $5M mortgage banking asset deal. Resmac, a residential lender in 11 states, originated about $110M in mortgages in 2025 and holds HUD/FHA Title II nonsupervised direct endorsement approval plus warehouse credit facilities, according to RETR. If closed, SD Holdco would acquire licenses, approvals, servicing rights, loans, systems, and relationships. Deal terms include 2.5M Series A convertible preferred shares to RezyFi, with earn-outs tied to $