Glancy Prongay Wolke & Rotter LLP, a leading national shareholder rights law firm, announces that a securities fraud class action lawsuit has been filed on behalf of investors who purchased or otherwise acquired Netcapital Inc. (“Netcapital” or the “Company”) (NASDAQ: NCPL) securities between December 15, 2021 and September 3, 2026, inclusive (the “Class Period”). Netcapital Inc. investors have until December 7, 2026 to file a lead plaintiff motion.

IF YOU SUFFERED A LOSS ON YOUR NETCAPITAL INC. (NCPL) INVESTMENTS, CLICK HERE TO INQUIRE ABOUT POTENTIALLY PURSUING CLAIMS TO RECOVER YOUR LOSS UNDER THE FEDERAL SECURITIES LAWS

What Happened?

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.

What Is The Lawsuit About?

The complaint filed in this class action alleges that throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors 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 the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times.

If you purchased or otherwise acquired Netcapital securities during the Class Period, you may move the Court no later than December 7, 2026 to request appointment as lead plaintiff in this putative class action lawsuit.

Contact Us To Participate or Learn More:

If you wish to learn more about this action, or if you have any questions concerning this announcement or your rights or interests with respect to these matters, please contact us:
Charles H. Linehan, Esq.,
Glancy Prongay Wolke & Rotter LLP,
1925 Century Park East, Suite 2100,
Los Angeles California 90067
Email: shareholders@glancylaw.com
Telephone: 310-201-9150,
Toll-Free: 888-773-9224
Visit our website at www.glancylaw.com.
Follow us for updates on LinkedIn, Twitter, or Facebook.

If you inquire by email, please include your mailing address, telephone number and number of shares purchased.

To be a member of the Class you need not take any action at this time; you may retain counsel of your choice or take no action and remain an absent member of the Class.

This press release may be considered Attorney Advertising in some jurisdictions under the applicable law and ethical rules.

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