Netcapital Inc.

Overview

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• TickerNCPL on Nasdaq¹
• IndustryFinance Services¹
• HeadquartersBoston, Massachusetts¹
• Incorporated inUT³
• Business address1 Lincoln Street, Boston, Ma 02111³
• Filer categoryNon-accelerated filer, Smaller reporting company³
• Legal formCorporation

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November 2024, wholly owned subsidiary, Netcapital Securities Inc. received approval from FINRA to become a FINRA-member broker dealer.⁴ From its latest annual report

Corporate structure

Netcapital Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Netcapital Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Investments

Intangibles and goodwill

Properties, in its own words

We utilize an office at 1 Lincoln Street in Boston, Massachusetts. We currently pay rent of approximately $6,600 a month for approximately 400 square feet, and our membership agreement can be canceled by us with no penalty so long as we provide 60-day notice. Almost all of our employees work remotely. We believe our current office space is suitable and adequate for its intended purposes and our near-term expansion plans.

Item 2 of the 10-K filed Aug 12, 2025.⁴

Leadership

Who has led Netcapital Inc., and when. Pick a name to see everywhere that person has worked.

• Chief executive officerTodd A. Violette Jun 8, 2026 to now¹⁶
• Chief executive officerMartin Robert Kay Jan 5, 2023 to Jan 5, 2023¹⁷
• Chief executive officerCecilia Lenk Sep 25, 2017 to Feb 14, 2022¹⁸
• Chief executive officerManuel Goncalves Teixeira Apr 28, 2015 to Apr 28, 2015¹⁹
• ChairCecilia Lenk Sep 11, 2019 to Sep 11, 2019²⁰
• Chief financial officerCoreen Sarah Kraysler Sep 14, 2017 to Jan 5, 2023²¹

Named in SEC Form D filings

People the company listed in its private-offering notices.

• DirectorThomas Carmody named Feb 24, 2022²⁹

Former names

• ValueSetters Inc.Sep 30, 2013 to Nov 5, 2020³
• ValueSetters CorpOct 5, 2007 to Sep 24, 2014³

Timeline

1. Oct 14, 20268-K Listing notice or transfer; Change of auditor³⁰
2. Sep 25, 20268-K Listing notice or transfer³¹
3. Sep 3, 20268-K Executive or director change³²
4. Aug 28, 20268-K Listing notice or transfer³³
5. Aug 25, 20268-K Executive or director change; Other events³⁴
6. Aug 18, 20268-K Change of auditor; Earlier financial statements no longer reliable³⁵
7. Aug 10, 20268-K Entered a material agreement; Listing notice or transfer; Unregistered sale of shares³⁶
8. Jul 9, 20268-K Entered a material agreement; Unregistered sale of shares³⁷
9. Jul 8, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares³⁸
10. Jun 16, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares³⁹
11. Jun 10, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares⁴⁰
12. Jun 10, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares⁴¹
13. Jun 8, 2026New chief executive Todd A. Violette becomes CEO¹⁶
14. Jan 5, 2023New chief executive Martin Robert Kay becomes CEO¹⁷
15. Sep 25, 2017New chief executive Cecilia Lenk becomes CEO¹⁸
16. Apr 28, 2015New chief executive Manuel Goncalves Teixeira becomes CEO¹⁹

Calendar

When it reported results

1. Dec 15, 2025Reported quarterly or annual results⁴²
2. Sep 22, 2025Reported quarterly or annual results⁴³
3. Aug 13, 2025Reported quarterly or annual results⁴⁴
4. Mar 17, 2025Reported quarterly or annual results⁴⁵
5. Dec 16, 2024Reported quarterly or annual results⁴⁶
6. Sep 16, 2024Reported quarterly or annual results⁴⁷
7. Jul 30, 2024Reported quarterly or annual results⁴⁸
8. Mar 19, 2024Reported quarterly or annual results⁴⁹

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

264 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 86 major events, 17 insider forms, 26 large holders, 1 private raises, 114 other. The latest 20:

1. Oct 14, 20268-K EDGAR
2. Sep 25, 20268-K EDGAR
3. Sep 3, 20268-K EDGAR
4. Aug 28, 20268-K EDGAR
5. Aug 25, 20268-K EDGAR
6. Aug 18, 20268-K EDGAR
7. Aug 10, 20268-K EDGAR
8. Jul 29, 2026NT 10-K EDGAR
9. Jul 9, 20268-K EDGAR
10. Jul 8, 20268-K EDGAR
11. Jun 16, 20268-K EDGAR
12. Jun 10, 20268-K EDGAR
13. Jun 10, 20268-K EDGAR
14. Jun 8, 20263 EDGAR
15. Jun 4, 20268-K EDGAR
16. May 28, 20268-K EDGAR
17. May 18, 20268-K EDGAR
18. May 8, 2026SCHEDULE 13G/A EDGAR
19. May 1, 20268-K EDGAR
20. Apr 16, 20268-K EDGAR

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

1 open-market trades by officers, directors and large owners since October 2021: 1 buys and 0 sales. Grants, option exercises and gifts are left out.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

• 3i, LPSCHEDULE 13G/A, 4 filings Jul 9, 2025 to May 8, 2026⁵⁰
• Rivetz Corp.SCHEDULE 13G, 1 filing Apr 9, 2026⁵¹
• Strategic EP, LLCSCHEDULE 13D/A, 3 filings Dec 1, 2025 to Dec 10, 2025⁵²
• GlobexUS Holdings Corp.SCHEDULE 13G, 1 filing Dec 8, 2025⁵³
• INTRACOASTAL CAPITAL, LLCSCHEDULE 13G/A, 2 filings Jul 9, 2025 to Nov 7, 2025⁵⁴
• Lind Global Fund II LPSCHEDULE 13G/A, 4 filings Jan 4, 2024 to May 15, 2025⁵⁵
• ARMISTICE CAPITAL, LLCSC 13G/A, 2 filings Feb 14, 2024 to Nov 14, 2024⁵⁶
• BARD ASSOCIATES INCSC 13G/A, 5 filings Aug 2, 2022 to Sep 27, 2024⁵⁷
• Resurgent Realty, Inc.SC 13D, 2 filings Jul 19, 2024 to Aug 12, 2024⁵⁸
• SLS GROUP LLCSC 13G/A, 2 filings Aug 24, 2022 to Feb 7, 2023⁵⁹

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

Money raised

Private offerings the company reported to the SEC on Form D.

1. Feb 9, 2022Raised $300,000 in a private offering of securities Form D: $2.5 million offered in all Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Netcapital Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

• Name on EDGARNetcapital Inc.¹
• CIK0001414767
• Employer ID (EIN)87-0409951⁴
• Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; a shell company⁴
• Incorporated inUtah⁴
• Fiscal year endsApril 30¹
• Industry code (SIC)6199 Finance Services¹
• SEC reviewing officeOffice of Finance, Division of Corporation Finance¹
• Business address1 Lincoln Street, Boston, MA 02111¹
• Phone(781) 925-1700¹
• Shares outstanding7,847,899 as of Mar 19, 2026¹³
• Public float$2.9M as of Oct 31, 2024⁴
• AuditorFruci & Associates II, PLLC, Spokane, Washington PCAOB ID 5525; no auditor attestation of internal control over financial reporting⁴
• On EDGAR sinceOct 5, 2007¹
• Filings375 in all: 8-K (114), 10-Q (39), CORRESP (23), UPLOAD (22), 4 (13), S-1/A (13), 10-K (12), 3 (11)¹
  All 44 form types

  424B5 (10), NT 10-Q (10), NT 10-K (9), SC 13G (8), DEF 14A (6), DEFA14A (6), S-1 (6), SCHEDULE 13G/A (6), EFFECT (5), S-8 (5), SC 13G/A (5), 10-Q/A (4), PRE 14A (4), SC 13D (4), SCHEDULE 13G (4), 424B3 (3), 8-K/A (3), PRE 14C (3), 10-12G/A (2), 4/A (2), 424B4 (2), ARS (2), DEF 14C (2), DEFR14A (2), RW (2), S-3 (2), SCHEDULE 13D/A (2), 10-12G (1), 10-K/A (1), 8-A12B (1), CERT (1), D (1), PRER14A (1), REGDEX (1), SC 13D/A (1), SCHEDULE 13D (1)

• Latest filingsAnnual report (10-K) Aug 12, 2025
  Quarterly report (10-Q) Mar 19, 2026
  Proxy statement (DEF 14A) Aug 14, 2025
  Latest 8-K (8-K) Oct 14, 2026

Securities registered for trading

From the cover page of the 10-K filed Aug 12, 2025 (Section 12(b) of the Exchange Act).⁴

Risk factors and legal proceedings

The risks Netcapital Inc. names in Item 1A of its 10-K filed Aug 12, 2025: 57 risks under these headings, as written.⁴

• Risks Related to Financial Position
• Our financial situation creates doubt whether we will continue as a going concern.
• Raising additional capital may cause dilution to our stockholders, restrict our operations or require us to relinquish certain rights.
• Our obligations to the U.S. Small Business Administration is secured by security interests in our assets, so if we default on those obligations, they could foreclose on some or all of our assets.
• The loan and security documents encompassing our secured obligations to the SBA contain restrictive covenants which limit management’s discretion to operate our business
• We recently recognized impairments totaling $17.9 million to the value of several of our portfolio company investments, which may adversely affect our financial condition and the value of our securities.
• Risks Related to Our Business and Growth Strategy
• We have a limited operating history and our profits were previously generated primarily by unrealized gains from equity securities we own in other companies. Although we were previously profitable, we have suffered losses the last few years and there is no guarantee that we will return to profitability.
• We have substantial customer concentration, with a limited number of customers accounting for a substantial portion of our revenues.
• Our debt level could negatively impact our financial condition, results of operations and business prospects.
• We operate in a highly regulated industry.
• Our funding portal’s service offerings are relatively new in an industry that is still quickly evolving.

Legal proceedings

From time to time, we may become involved in litigation or regulatory proceedings the ordinary course of our business, including litigation or regulatory proceedings that could be material to our business

In addition, the securities industry is highly regulated and many aspects of our business involve substantial risk of liability. In past years, there has been an increasing incidence of litigation involving the securities industry, including class action suits that generally seek substantial damages, including in some cases punitive damages. Compliance problems that are reported to federal, state and provincial regulators, exchanges or other self-regulatory organizations by dissatisfied customers are investigated by such regulatory bodies, and, if pursued by such regulatory body or such customers, may rise to the level of arbitration or disciplinary action. We are also subject to periodic regulatory audits and inspections for various federal, self-regulatory and state regulators. Any such audits and inspections could require significant amounts of management time, result in the diversion of significant operational resources, require us to change our business practices or products, result in sanctions being levied against us, including fines and censures, suspension or expulsion from a certain jurisdiction or market or the revocation or limitation of licenses, result in negative publicity, or otherwise harm our business and financial results.

Pending Regulatory Inquiries

Our businesses are heavily regulated by state and federal regulatory agencies as well as the Nasdaq Stock Market and FINRA. In the current era of heightened regulatory scrutiny of financial institutions, we have incurred increased compliance costs, along with the industry as a whole. Increased regulation also creates increased barriers to entry.

The opening of Item 3, Legal Proceedings.⁴