Netcapital Inc.

Company: Netcapital Inc.
Ticker: NCPL
Class Action Period: December 15, 2021 – September 03, 2026

33 Days Left Lead Plaintiff Deadline: December 07, 2026

Submit Your Information

If you suffered a loss on your Netcapital Inc. investments or would like to inquire about joining an action to recover your loss under the federal securities laws, please complete the form below. Please note that submission of this form does not by itself form an attorney-client relationship nor does filling out this form mean you have joined any lawsuit.

First Name*

Last Name*

Email*

Phone*

City

State

Country

Total # of shares

First Purchase Date

Last Purchase Date

Estimated Loss Range

Check here if you still hold any shares.

Check here if you are a current or former employee of the company.

Check here if you purchased any shares before December 15, 2021

Additional Comments

Background

On August 10, 2026, the SEC filed a complaint against Netcapital and certain senior executives alleging, among other things, that Netcapital was involved in a fraudulent scheme to overstate the revenue of Netcapital. Specifically, from approximately October 2021 through January 2024, Netcapital improperly recorded nearly $14 million in revenue from sham consulting agreements which produced no real revenue for Netcapital. The recognition of this revenue inflated Netcapital’s total revenue by approximately 345%. During this period, investors in Netcapital’s public and private securities offerings invested over $25.6 million.

On this news, Netcapital stock fell $0.05 or 12.82%, to close at $0.35 on August 11, 2026, thereby injuring investors.

Then on August 17, 2026, the Netcapital disclosed that its independent registered public accounting firm, Fruci & Associates II, PLLC, had resigned.

On this news, Netcapital stock fell $0.09 or 28.62%, to close at $0.23 on August 18, 2026, thereby further injuring investors.

Finally on September 3, 2026, after market close, Netcapital disclosed that on Avi Liss had resigned as a member of the Board of Directors, and from all committees of the Board, including the Audit Committee, effective immediately. In his resignation letter, Liss stated that he was resigning “in light of the serious allegations recently asserted against the Company and certain current and former officers, directors, and other individuals” in the SEC Complaint.

On this news, Netcapital stock fell $0.05 per share, or 8.15%, to close at $0.58 per share on September 4, 2026. The following trading day, Netcapital stock fell a further $0.08 per share, or 13.15%, to close at $0.50 per share on September 8, 2026, thereby further injuring investors.

The Netcapital Inc. securities lawsuit alleges that, between December 15, 2021 and September 3, 2026, defendants made materially false and/or misleading statements and failed to disclose material adverse facts about Netcapital Inc.'s business, operations, and prospects. Specifically, the complaint alleges defendants failed to disclose that: (1) Over the Class Period, Netcapital improperly recognized material revenues from what were, in reality, sham consulting agreements with entities controlled by Defendant John Fanning; (2) The consulting agreements were backdated and in some cases forged, and Netcapital Advisors provided little if any meaningful consulting services; (3) The Portfolio Company transactions were improperly undisclosed related-party transactions involving John Fanning; (4) Netcapital's certifications pursuant to the Sarbanes-Oxley Act of 2002 were false; and (5) as a result, defendants' positive statements about Netcapital Inc.'s business, operations, and prospects were materially misleading and/or lacked a reasonable basis.

Submit Your Information