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8-K ·Filed Aug 28, 2026

NCPL

Netcapital Inc.
BEARISH
Impact 8/10
Horizonweeks Processed2mo ago SEC0001493152-26-040478
8-K context-dependent: Items 3.01
Actionable Insight ▼ Bearish

Expect continued selling pressure and potential Nasdaq delisting. The 60-day plan deadline (Oct 23) is the next catalyst — if Nasdaq rejects the plan, immediate delisting proceedings begin. Monitor for any reverse-split or capital-raise announcement as a desperate compliance attempt.

DirectionBearish
Confidencehigh
Horizonweeks
Latest settled — T+20d ⚠ clustered
NCPL ▲ +56.16% at T+20d
SHORT call ✗ call lost -56.16% · α vs SPY -55.90% · entry $0.6916 → $1.08
Next anchor: T+60d in 27d
Latest observation: T+39 -175.32% FF3 residual α
Entry = T+0 close
Aug 28, 2026
via day close
T+1d
+3.47%
call -3.47% · α -3.77%
$0.7156
settled 8w ago
T+5d
-16.51%
call +16.51% · α +16.62%
$0.5774
settled 8w ago
T+20d
+56.16%
call -56.16% · α -55.90%
$1.08
settled 29d ago
T+60d
Pending
in 27d

Price Chart

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Executive Summary

Netcapital received a Nasdaq delinquency notice for failing to file its FY2026 10-K on time, triggering a 60-day compliance plan deadline (Oct 23, 2026) and potential 180-day extension to Feb 9, 2027. This follows the auditor's resignation and restatement of multiple years of financials due to alleged $13.9M revenue fraud, placing the company at severe risk of delisting and institutional abandonment.

Key Facts

  • Received Nasdaq delinquency notice on Aug 24, 2026 for failure to file FY2026 10-K (due Apr 30, 2026)
  • Must submit compliance plan by Oct 23, 2026; Nasdaq may grant exception until Feb 9, 2027
  • Auditor resigned Aug 12, 2026 citing SEC civil complaint alleging $13.9M improper revenue recognition (Oct 2021–Jan 2024)
  • Company has restated financials for FY2022–FY2025 and multiple quarterly periods
  • Market cap ~$4M; prior going-concern warnings; SEC civil action pending

Financial Impact

Delisting risk and accounting fraud exposure; $13.9M alleged improper revenue recognition; $4M market cap severely distressed

revenuecompliance statuslisting status

Risk Factors

  • Nasdaq may reject compliance plan, triggering delisting
  • SEC civil action could result in fines, penalties, or further restrictions
  • Inability to file restated 10-K within extension period
  • Shareholder lawsuits likely following alleged fraud and restatement

Market Snapshot

Exchange
Nasdaq
Sector
Finance Services
Analyst Consensus
86% bullish (7 analysts)

Investment Themes

Traditional Finance

Documents Analyzed

This report is based on 3 SEC documents filed with EDGAR.

DocumentAccession Number
8-K Filing (Primary)0001493152-26-040478
Document: 0001493152-26-040478-index.html0001493152-26-040478
Document: 0001493152-26-040478.txt0001493152-26-040478
13 reports for NCPL
Performance horizon
67% Hit rate @ T+60 2 of 3 directional calls Went positive at some point 5 of 9 best @ T+20▲ +36.44%Jun 16, 2026
Filters
Rows
Reports for NCPL — sortable, filterable
TypeNow
Oct 20, 2026
6d ago
8-K
BEARISH ★ 7/10
$1.57awaiting T+60—$1.32 (+16.24%)
Oct 16, 2026
10d ago
SC 13G
NEUTRAL ★ 4/10
$1.63awaiting T+60—$1.32 (−19.33%)
Oct 14, 2026
12d ago
8-K
MIXED ★ 5/10
$1.59awaiting T+60—$1.32 (−17.30%)
Sep 25, 2026
4w ago
8-K
BEARISH ★ 8/10
$1.08awaiting T+60—$1.32 (−21.76%)
Sep 25, 2026
4w ago
Press Release
BEARISH ★ 7/10
$1.08awaiting T+60—$1.32 (−21.76%)
Aug 28, 2026
8w ago
8-K
BEARISH ★ 8/10
$0.6916awaiting T+60—$1.32 (−90.14%)
Aug 28, 2026
8w ago
Press Release
BEARISH ★ 7/10
$0.6916awaiting T+60—$1.32 (−90.14%)
Aug 25, 2026
8w ago
8-K
BEARISH ★ 9/10
$0.5800awaiting T+60—$1.32 (−126.72%)
Aug 17, 2026
10w ago
8-K
BEARISH ★ 9/10
$0.2280awaiting T+60—$1.32 (−476.75%)
Jun 16, 2026
18w ago
8-K
BEARISH ★ 6/10
$0.6970 $0.4502▲ +35.41%▲ +38.56%$1.32 (−88.67%)
Showing 10 of 13

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Report published Aug 28, 2026