Director — Avi Liss: A director resigned due to SEC allegations against the company, which is a governance event with negative signal, but it is not a senior executive (C-suite) departure.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 24, 2026, Netcapital Inc. (the “Company”) received a delinquency notification letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 (the “Form 10-K”), the Company is no longer in co…

CEO — Cecilia Lenk: The immediate resignation of the CEO following an SEC settlement represents a significant loss of senior leadership and regulatory risk.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On August 12, 2026, Fruci advised the Company that, in light of the nature, scope and significance of the matters described in SEC Litigation Release No. 26607 and the related complaint to the Company’s prior financial statements, disclosure should be made and action should be taken to prevent future reliance on affected previously issued financial statements and related audit reports…

Changes in Registrant’s Certifying Accountant. On August 12, 2026, Fruci & Associates II, PLLC (“Fruci”), the independent registered public accounting firm of Netcapital Inc. (the “Company”), notified the Company that it had resigned as the Company’s independent registered public accounting firm, effective immediately. Fruci stated that, in light of Securities and Exchange Commission (the “SEC”) Litigation Release No. 26607 and the related civil complaint filed against the Company and certain…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 7, 2026, the Company received a letter (the “Letter”) from the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, although the Company has not regained compliance with the minimum $1.00 per share closing bid price requirement for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5550(a)(2) (th…

by reference. The information contained in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by s…

to the extent required. Any shares of common stock issuable upon conversion of the Notes, as amended, have been and will be offered and sold in reliance upon the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder, in transactions not involving a public offering and without general solicitation. Such securities have not been registered under the Securities Act and may not be offered or sold i…

Entry into a Material Definitive Agreement. On August 6, 2026, Netcapital Inc. (the “Company”) entered into three separate amendments (each, an “Amendment” and, collectively, the “Amendments”) with Vanquish Funding Group Inc. (the “Holder”), amending each of the following convertible notes previously issued by the Company to the Holder pursuant to separate securities purchase agreements between the Company and the Holder: (i) the convertible promissory note in the original principal amount of…

Unregistered Sales of Equity Securities. The disclosure set forth in

Entry into a Material Definitive Agreement. On July 2, 2026, Netcapital Inc. (the “Company”) closed the transactions contemplated by an Equity Purchase Agreement, dated as of June 29, 2026 (the “Purchase Agreement”), by and between the Company and Hudson Global Ventures, LLC, a Nevada limited liability company (the “Investor”). The closing occurred concurrently with the financing transaction previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Ex…

Entry into a Material Definitive Agreement. On July 2, 2026, Netcapital Inc. (the “Company”) closed the transactions contemplated by a Securities Purchase Agreement (the “Purchase Agreement”), dated as of July 1, 2026, with Dune Equity Holdings LLC, a Delaware limited liability company (“Dune”). On July 2, 2026, the transaction closed upon the Company’s receipt of the purchase price, and the Company issued and delivered to Dune a promissory note dated July 1, 2026 in the principal amount of $…

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. On June 10, 2026, Netcapital Inc. (the “Company”) closed the transactions contemplated by a Securities Purchase Agreement (the “Purchase Agreement”), dated as of June 9, 2026, with FirstFire Global Opportunities Fund, LLC, a Delaware limited liability company (“FirstFire”). On June 10, 2026, the transaction closed upon the Company’s receipt of the purchase price, and the Company issued and delivered to FirstFire a promissory note dated June 9, 2026…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On June 4, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) dated as of June 3, 2026 with Labrys Fund II, L.P., a Delaware limited partnership (“Labrys”). On June 4, 2026, the transaction closed upon the Company’s receipt of the purchase price, and the Company issued and delivered to Labrys a promissory note dated June 3, 2026 in the principal amount of $145,000 (the “Note”) and a common s…

Entry into a Material Definitive Agreement. On June 5, 2026, Netcapital Inc. (the “Company”) entered into a Securities Purchase Agreement, dated June 4, 2026 (the “Purchase Agreement”), with Vanquish Funding Group Inc., a Virginia corporation (the “Buyer”), pursuant to which the Company issued to the Buyer a promissory note in the principal amount of $182,120 (the “Note”) for a purchase price of $157,000, reflecting an original issue discount of $25,120. The transaction closed and was funded…

Unregistered Sales of Equity Securities. The information set forth in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement. On May 31, 2026, Netcapital Inc. (the “Company”) entered into a non-binding letter of intent, dated May 30, 2026 (the “LOI”), with RezyFi, Inc., a Florida corporation (“RezyFi” or the “Seller”), regarding the proposed acquisition by a newly formed wholly owned South Dakota subsidiary of the Company (“SD Holdco”) of substantially all of the assets and assumed liabilities of Resmac, Inc., a Florida corporation and wholly owned subsidiary of RezyFi (“R…

Entry into a Material Definitive Agreement. On May 22, 2026, Netcapital Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Codesharp Corporation, a Canadian corporation (the “Seller”), pursuant to which the Company acquired substantially all of the Seller’s assets related to the NetNudge AI Agent Platform, other than excluded assets. The NetNudge AI Agent Platform is described in the Purchase Agreement as a specialized artificial intelligence infrast…