Key Highlights

● Netcapital missed its Form 10-Q for the July quarter and its Form 10-K for fiscal year-end April 2026.

● Nasdaq cited both delinquencies together in a single September 21, 2026 notice under Listing Rule 5250(c)(1).

● The company must submit a compliance plan by October 23, 2026, with a possible extension to February 9, 2027.

● The notice has no immediate effect, and NCPL common stock continues trading on the Nasdaq Capital Market.

Netcapital Inc. (NASDAQ:NCPL), a Boston-based company trading on the Nasdaq Capital Market under the ticker NCPL, disclosed in a Form 8-K filed September 25, 2026 that it received a Nasdaq deficiency notice on September 21, 2026 after failing to timely file two separate periodic reports with the SEC. The company must submit a plan to regain compliance by October 23, 2026.

Two Missed Deadlines, One Notice

According to the filing, Netcapital did not timely file its Form 10-Q for the fiscal quarter ended July 31, 2026, nor its Form 10-K for the fiscal year ended April 30, 2026. Both delinquencies were cited together in the same September 21, 2026 notice from Nasdaq staff, which found the company out of compliance with Nasdaq Listing Rule 5250(c)(1), the provision requiring listed companies to timely file all required periodic reports with the SEC.

The filing does not explain why either report was delayed, whether due to accounting complications, an auditor transition, staffing constraints or another cause, and it does not disclose an anticipated filing date for either the overdue 10-Q or the overdue 10-K. Netcapital's fiscal year ends April 30, which means the delayed 10-K covers its most recently completed full fiscal year, while the delayed 10-Q covers the first quarter of the current fiscal year.

The Compliance Path Ahead

Netcapital has until October 23, 2026, or 60 calendar days from the date of the notice, to submit a plan to Nasdaq explaining how it intends to regain compliance with the periodic-filing rule. If Nasdaq staff accept that plan, the filing states the company could be granted an extension of up to 180 calendar days from the original filing due date to complete the delinquent filings, which the filing indicates could stretch to February 9, 2027.

The filing does not indicate whether Netcapital intends to request the maximum extension available, submit a shorter timeline, or has already made progress toward completing either overdue report as of the filing date. Nasdaq's process for filing delinquencies generally requires the compliance plan to address the specific cause of the delay and a realistic timetable for catching up, though those specifics are not detailed in this 8-K.

No Immediate Trading Impact

Despite the deficiency, the 8-K is explicit that the Nasdaq notice has no immediate effect on the listing or trading of the Company's common stock, which will continue to trade on The Nasdaq Capital Market under the symbol NCPL. That means shareholders can continue buying and selling shares normally while the compliance process plays out, at least for now. A failure to submit an acceptable plan, or to meet an accepted plan's terms, would put the listing at greater risk down the line.

What the Filing Leaves Out

Netcapital's 8-K does not include a description of the company's Business or its recent financial results, since the report is limited to disclosing the listing deficiency under Item 3.01. The company's name and Nasdaq presence indicate it operates in the online capital-formation or Fintech space, but the filing itself offers no operational detail, no explanation for the delayed filings, and no discussion of any other outstanding regulatory matters affecting the company.

Dates on the Delinquency Timeline

October 23, 2026 is the deadline for Netcapital to submit its compliance plan to Nasdaq. Whether Nasdaq accepts the plan and grants an extension running as far as February 9, 2027 to file the overdue 10-Q and 10-K is the next milestone to watch, along with the actual filing dates of the delinquent Form 10-Q for the quarter ended July 31, 2026 and Form 10-K for the year ended April 30, 2026.