Deadline Alert: Netcapital Inc. Shareholders Have Until December 7, 2026 to Seek Lead Plaintiff Appointment in Securities Fraud Lawsuit, The Law Offices of Frank R. Cruz Notes

Lawsuit covers investors who acquired Netcapital Inc. securities from December 15, 2021 to September 3, 2026; complaint alleges the company made misleading statements to investors

LOS ANGELES--(BUSINESS WIRE)--The deadline for Netcapital Inc. ("Netcapital" or the "Company") (NASDAQ: NCPL) investors to seek appointment as lead plaintiff in a securities class action lawsuit is December 7, 2026. The lawsuit was filed on behalf of investors who purchased or otherwise acquired Netcapital Inc. securities from December 15, 2021 to September 3, 2026, inclusive. The Law Offices of Frank R. Cruz today reminded investors of the deadline in the case, Chance v. Netcapital Inc. et al., filed on October 8, 2026 in the U.S. District Court District of Massachusetts (Case No. 1:26-cv-14584).

If you lost money on Netcapital Inc. securities, submit your Netcapital Inc. loss information before the December 7, 2026 deadline to learn about your potential claims under the federal securities laws.

Netcapital Inc. deadline and case dates

• Lead plaintiff motion deadline: December 7, 2026
• Class period: December 15, 2021 to September 3, 2026, inclusive
• Filed: October 8, 2026
• Court: U.S. District Court District of Massachusetts

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 Netcapital Inc. lawsuit about?

The Netcapital Inc. class action alleges that, throughout the class period, 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 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 Netcapital Inc.'s business, operations, and prospects were materially misleading and/or lacked a reasonable basis at all relevant times.

Investors who purchased or otherwise acquired Netcapital Inc. securities during the class period may ask the Court, no later than December 7, 2026, to appoint them lead plaintiff in this putative class action lawsuit.

"According to the complaint filed against Netcapital Inc., the Company, among other things, did not disclose that Over the Class Period, Netcapital improperly recognized material revenues from what were, in reality, sham consulting agreements with entities controlled by Defendant John Fanning. With the December 7, 2026 deadline drawing near, investors who want a voice in how this case is led should reach out now," said Frank R. Cruz of The Law Offices of Frank R. Cruz.

What should Netcapital Inc. investors do now?

The Law Offices of Frank R. Cruz can help Netcapital Inc. investors evaluate potential claims to recover their losses. Investors who want to serve as lead plaintiff must file a motion with the Court by December 7, 2026. For more information, visit the Netcapital Inc. case page, email [e-mail], or call 310-914-5007.

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

Netcapital Inc. investors need not take any action at this time to be class members. Investors may retain counsel of their choice or take no action and remain absent class members. No class has been certified yet in the Netcapital Inc. case.

Questions and answers about the Netcapital Inc. deadline

Who is eligible? Investors who bought Netcapital Inc. securities between December 15, 2021 and September 3, 2026 and lost money may be class members in the Netcapital Inc. securities lawsuit.

When are lead plaintiff motions due in the Netcapital Inc. case? Lead plaintiff motions in the Netcapital Inc. class action are due in the U.S. District Court District of Massachusetts by December 7, 2026.

What happens after the Netcapital Inc. deadline passes? After December 7, 2026, investors generally can no longer seek lead plaintiff appointment, but Netcapital Inc. investors may still remain class members.

How are attorneys' fees handled? The Law Offices of Frank R. Cruz works on contingency, so investors pay no attorneys' fees unless there is a recovery, and any fees require court approval.

About The Law Offices of Frank R. Cruz

The Law Offices of Frank R. Cruz investigates and prosecutes securities fraud and corporate malfeasance class actions. With nearly 20 years of litigation experience, the firm focuses on complex securities class actions and gives each client personal, one-on-one attention throughout the legal process.

Prior results do not guarantee a similar outcome.

Related links

• Netcapital Inc. case page, The Law Offices of Frank R. Cruz
• Complaint: Chance v. Netcapital Inc. et al., U.S. District Court District of Massachusetts
• Form 8-K
• Netcapital Inc. SEC filings index, EDGAR
• The Law Offices of Frank R. Cruz

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