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- Delisting (new) — The company remains out of compliance with Nasdaq Listing Rule 5250(c)(1) due to unfiled annual and quarterly reports, with a compliance plan due by October 23, 2026.
- Auditor Resignation (new) — Prior auditor Fruci & Associates II resigned effective August 12, 2026, a reportable event under Item 304.
- Restatement (new) — The company is re-auditing prior fiscal years and may need to restate financial statements, indicating serious accounting concerns.
Netcapital regains Nasdaq bid-price compliance but still faces delisting over unfiled reports
Filed October 14, 2026 · Period ending October 7, 2026 · ~1 min read
Key Changes
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Nasdaq confirmed the stock traded at or above $1.00 for 10 straight business days (Sept 23–Oct 6, 2026), closing the minimum bid price deficiency.
Item 3.01 verify on EDGAR → -
high
The company remains out of compliance with Nasdaq Listing Rule 5250(c)(1) for failing to file its FY2026 Form 10-K and Q1 FY2027 Form 10-Q; it must submit a compliance plan by Oct 23, 2026.
Item 3.01 verify on EDGAR → -
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Audit Committee engaged Adeptus Partners as new independent auditor, succeeding Fruci & Associates II, which resigned effective Aug 12, 2026.
Item 4.01 verify on EDGAR → -
high
Adeptus will audit FY2022–FY2026 financial statements and review FY2026 interim information, supporting evaluation of any required restatement.
Item 4.01 verify on EDGAR → -
high
Previously issued audited financials for FY2022–FY2025 and related interim statements should no longer be relied upon.
Item 4.02 verify on EDGAR →
Summary
Netcapital has resolved one Nasdaq delisting threat but remains exposed to another. The company regained compliance with the minimum bid price rule after its stock traded at or above $1.00 for ten consecutive business days, and Nasdaq closed that matter.
However, Netcapital is still out of compliance with Nasdaq Listing Rule 5250(c)(1) because it has not filed its annual report for fiscal 2026 or its quarterly report for the first quarter of fiscal 2027. The company must submit a plan to regain compliance by October 23, 2026, and there is no guarantee Nasdaq will accept it.
Compounding the filing delinquency, Netcapital disclosed that its previously issued audited financial statements for fiscal years 2022 through 2025, along with related interim statements, should no longer be relied upon. The company has engaged Adeptus Partners as its new independent auditor to re-audit those years and support any required restatement. The prior auditor, Fruci & Associates II, resigned effective August 12, 2026. For investors, the key concern is whether Netcapital can complete the re-audit and file its overdue reports before Nasdaq takes further action. The engagement of a new auditor is a step forward, but the restatement process and the October 23 compliance plan deadline create near-term uncertainty about the company's continued listing.
Section-by-Section Diff
Event · Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule
Netcapital regained Nasdaq minimum bid price compliance but remains delinquent on required financial filings.
Added in current filing · verify on EDGAR →
the Company remains out of compliance with Nasdaq Listing Rule 5250(c) (1) as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 and its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026. The Company has until October 23, 2026 to submit to Nasdaq a plan to regain compliance with that rule.
The company still faces a separate delisting risk because it has not filed its annual and quarterly reports. It must submit a compliance plan to Nasdaq by October 23, 2026, and there is no guarantee Nasdaq will accept it.
Added in current filing · verify on EDGAR →
the engagement of Adeptus as its independent registered public accounting firm.
The company announced it has engaged Adeptus as its new independent auditor. This is likely a step toward completing the overdue financial statements and regaining compliance with the filing rule.
Event · Item 4.01 — Changes in Registrant's Certifying Accountant
Item 4.01 — Changes in Registrant's Certifying Accountant filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On October 8, 2026, the Audit Committee of the Board of Directors of the Company approved the engagement of Adeptus Partners, LLC (“Adeptus”) as the Company’s independent registered public accounting firm, succeeding Fruci & Associates II, PLLC (“Fruci”)
The Audit Committee approved Adeptus Partners as the new independent registered public accounting firm, replacing Fruci & Associates II. This is a material change in the company's certifying accountant.
Added in current filing · verify on EDGAR →
Adeptus has been engaged to audit the Company’s consolidated financial statements as of and for each of the fiscal years ended April 30, 2022 through April 30, 2026, including the opening balance sheet as of April 30, 2021, and to review the Company’s unaudited interim financial information for each of the quarters in the fiscal year ended April 30, 2026.
The new auditor will audit multiple fiscal years (2022 through 2026) and review interim financial information for fiscal 2026. This broad scope suggests the company is catching up on delayed audits.
Event · Item 4.02 — Non-Reliance on Previously Issued Financial Statements
Item 4.02 — Non-Reliance on Previously Issued Financial Statements filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
the Company’s previously issued audited financial statements for the fiscal years ended April 30, 2022, 2023, 2024 and 2025, and the related unaudited interim financial statements identified in the August 8-K, should no longer be relied upon.
Netcapital is telling investors that its audited financial statements for four fiscal years and related interim statements cannot be trusted. The company has not finished evaluating what corrections are needed, so investors should continue not to rely on those statements.
Added in current filing · verify on EDGAR →
Adeptus’s engagement to re-audit those fiscal years is intended to support the Company’s evaluation and completion of any required restatement and the filing of its delinquent periodic reports.
The company has hired Adeptus to re-audit the affected fiscal years. This re-audit is meant to help determine what restatement is needed and to get the company's overdue periodic reports filed.
Added in current filing · verify on EDGAR →
the filing of its delinquent periodic reports
Netcapital is behind on filing its periodic reports with the SEC. The re-audit is part of the effort to catch up on those filings.
Event · Exhibit 99.1
Netcapital regained Nasdaq minimum bid price compliance and engaged Adeptus Partners as its new auditor.
Added in current filing · view on EDGAR →
Nasdaq determined that the closing bid price of the Company’s common stock was $1.00 per share or greater for 10 consecutive business days, from September 23, 2026 through October 6, 2026.
The company regained compliance with Nasdaq's minimum bid price requirement after its stock traded at or above $1.00 for 10 consecutive business days. Nasdaq has closed the matter.
Added in current filing · view on EDGAR →
the Audit Committee of its Board of Directors has engaged Adeptus Partners, LLC (“Adeptus”) as the Company’s independent registered public accounting firm.
Adeptus Partners will audit the company's consolidated financial statements for fiscal years 2022 through 2026 and review interim financial information for fiscal 2026. This engagement is needed to complete the restatement and file delinquent reports.
Added in current filing · verify on EDGAR →
the Company remains out of compliance with Nasdaq Listing Rule 5250(c) (1) because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 or its Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026.
The company has not filed its annual report or quarterly report, leaving it out of compliance with Nasdaq's filing requirement. It plans to submit a compliance plan by October 23, 2026, but there is no assurance Nasdaq will accept it.
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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 14, 2026 · How we verify