Netcapital Inc. filed a current report on November 9, 2026, disclosing that Nasdaq granted the company an exception period running through February 9, 2027, to file its overdue Annual Report and Quarterly Report after receiving delinquency notifications in August and September 2026.

Key Highlights

  • Compliance deadline extended: Nasdaq granted Netcapital an exception requiring it to file overdue reports on or before February 9, 2027.
  • Two delinquency notices: Nasdaq's Listing Qualifications Department issued notices on August 24, 2026 and September 21, 2026 citing non-compliance with Listing Rule 5250(c)(1).
  • Reports at issue: The overdue filings are the Annual Report for the fiscal year ended April 30, 2026, and the Quarterly Report for the quarter ended July 31, 2026.
  • No immediate trading impact: According to the filing, the Nasdaq letter "has no immediate effect on the listing or trading of the Company's common stock."
  • Delisting risk remains: If the company does not meet the February 9, 2027 deadline, the Staff will issue written notification that securities will be delisted, with appeal rights to a Nasdaq Hearings Panel.
  • Compliance plan submitted: The company submitted materials to Nasdaq staff on October 22, 2026 and October 23, 2026 outlining its plan to regain compliance.

Netcapital's Nasdaq Listing Status and the Path to Compliance

Netcapital Inc. (NASDAQ:NCPL), a Boston, Massachusetts-based company whose common stock and warrants are both listed on The Nasdaq Stock Market, disclosed that it received a letter from Nasdaq's Listing Qualifications Department on November 5, 2026. The letter confirmed that Nasdaq granted an exception allowing the company additional time to file reports it had not submitted by their original deadlines, following two delinquency notifications issued under Listing Rule 5250(c)(1), which governs timely filing requirements for listed companies.

According to the filing, the company submitted its compliance plan to Nasdaq staff across two consecutive days, October 22 and October 23, 2026. Nasdaq's review of that submission resulted in the granted exception. The company disclosed that it "is working diligently to complete the Delinquent Reports and intends to file them as promptly as practicable," while also cautioning that "there can be no assurance that the Company will be able to file the Delinquent Reports within the exception period or otherwise regain or maintain compliance with Nasdaq's continued listing requirements."

The filing notes that forward-looking statements regarding the timing of the delinquent filings are subject to risks including the timing and outcome of work by the company's independent registered public accounting firm and advisors, as well as any required amendments or restatements of prior financial statements. These are the company's own characterizations and are subject to its cautionary language under the Private Securities Litigation Reform Act of 1995. A press release dated November 9, 2026, announcing receipt of the Nasdaq letter was attached as Exhibit 99.1 to the report.

What Was Disclosed

Netcapital Inc. reported receiving a Nasdaq compliance exception through February 9, 2027, to file its overdue Annual Report for the fiscal year ended April 30, 2026, and its overdue Quarterly Report for the quarter ended July 31, 2026, with delisting and appeal procedures outlined if the deadline is not met.