Securities Class Action Filed Against Netcapital Inc. – NCPL Investors Encouraged to Contact Kirby McInerney LLP

NEW YORK--(BUSINESS WIRE)--The law firm of Kirby McInerney LLP announces that a class action lawsuit has been filed on behalf of investors who acquired Netcapital Inc. (“Netcapital” or the “Company”) (NASDAQ: NCPL) securities between December 15, 2021 and September 3, 2026, inclusive (“the Class Period”). If you suffered a loss on your Netcapital investments, you have until December 7, 2026 to request lead plaintiff appointment.

[CONTACT THE FIRM IF YOU SUFFERED A LOSS]

Investors are encouraged to fill out the contact form above or contact Lauren Molinaro of Kirby McInerney LLP by email at [e-mail] to discuss your rights or interests in the securities fraud class action lawsuit at no cost.

What Is This Lawsuit About? The lawsuit alleges that Netcapital failed to disclose that: (i) Netcapital improperly recognized material revenues from what were, in reality, sham consulting agreements with entities controlled by Defendant John Fanning; (ii) the consulting agreements were backdated and, in some cases, forged, and Netcapital Advisors provided little if any meaningful consulting services; (iii) the Portfolio Company transactions were improperly undisclosed related-party transactions involving John Fanning; and (iv) Netcapital’s certifications pursuant to the Sarbanes-Oxley Act of 2002 were false.

On August 10, 2026, the SEC filed a complaint against Netcapital and individual Defendants John Fanning, Coreen Kraysler, Martin Kay, Paul Riss, and Cecilia Lenk, captioned SEC v. John Fanning, Coreen Kraysler, Martin Kay, Paul Riss, Cecilia Lenk, and Netcapital Inc., Civil Action No. 26-13665 (“SEC Complaint”). The SEC charged Defendants with conducting a fraudulent scheme to overstate Netcapital’s revenue through sham, backdated, and in some cases forged consulting agreements between Netcapital Advisors and at least eleven Portfolio Companies controlled by Fanning. The SEC Complaint stated, “Netcapital improperly recorded in its books and records nearly $14 million in revenue from consulting agreements between Netcapital and supposed customers of Netcapital’s services that were, in fact, controlled by Fanning,” and Netcapital’s “quarterly and annual SEC filings misled investors regarding the related-party nature of the portfolio company consulting agreements.” On this news, the price of Netcapital shares declined by $0.05 per share, or approximately 12.8%, from $0.40 per share on August 10, 2026 to close at $0.35 on August 11, 2026.

On August 17, 2026 the Company filed with the SEC a Current Report on Form 8-K disclosing that Netcapital’s independent registered accounting firm, Fruci & Associates II, PLLC, had resigned, effective immediately. The Company disclosed that Fruci stated it “had determined that it could no longer serve as the Company’s auditor,” in light of the SEC Complaint. On this news the price of Netcapital shares declined by $0.09, or 28.6%, from $0.32 per share on August 17, 2026 to close at $0.23 on August 18, 2026.

On September 3, 2026, Netcapital filed a Current Report on Form 8-K with the SEC disclosing that, on August 27, 2026, Avi Liss had resigned as a member of the Board of Directors, effective immediately. In his resignation letter, Liss stated he was resigning, “in light of the serious allegations recently asserted against the Company and certain current and former officers, directors, and other individuals.” On this news the price of Netcapital shares declined by $0.05 per share, or approximately 8.14%, from $0.63 per share on September 3, 2026 to close at $0.58 on September 4, 2026. Netcapital shares fell a further $0.08 per share, or approximately 13.1% the following day, to close at $0.50 per share on September 8, 2026.

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The Lead Plaintiff Appointment Process. The federal securities laws permit any investor who acquired eligible securities during the class period to seek appointment as lead plaintiff in a class action lawsuit. Courts do not consider lead plaintiff applications submitted after the relevant deadline. If you choose to take no action, you may remain an absent class member. Learn more about the lead plaintiff process and eligibility requirements here. Courts typically appoint the investor(s) with the largest financial loss in the case and the ability to represent the class rather than investors with simply the largest investment portfolio. Courts regularly appoint individual investors, whether acting alone or as a group, as lead plaintiffs. The rights of any investor who bought shares during the class period are generally already protected. However, lead plaintiffs have the power to influence case strategy and have a say in settlement decisions, as well as decisions concerning allocation of settlement funds among class members.

[LEARN MORE ABOUT THE LEAD PLAINTIFF PROCESS]

What Should I Do? If you purchased or otherwise acquired Netcapital securities, have information, or would like to learn more about this investigation, please contact Lauren Molinaro of Kirby McInerney LLP by email at [e-mail], or fill out the contact form below, to discuss your rights or interests with respect to these matters at no cost.

Kirby McInerney LLP is a New York-based plaintiffs’ law firm concentrating in securities, antitrust, whistleblower, and consumer litigation. The firm’s efforts on behalf of shareholders in securities litigation have resulted in recoveries totaling billions of dollars. Additional information about the firm can be found on Kirby McInerney LLP’s website.

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