Netcapital, Inc. (NASDAQ: NCPL)

This lawsuit is for anyone who acquired securities in Netcapital, Inc. (NASDAQ: NCPL) from December 15, 2021 through September 3, 2026.

The lawsuit alleges that the Company and certain of its executives violated federal law. Specifically, the lawsuit alleges that, throughout the time period mentioned above, the Company misled investors regarding its financial condition. More specifically, the lawsuit alleges that the Company misled investors by improperly recognizing material revenues from what were, in reality, sham consulting agreements with entities controlled by the husband of the Company’s CFO, and a controlling shareholder himself, John Fanning.

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, the price of the Company’s stock dropped precipitously on unusually heavy trading volume. Then on August 17, 2026, the Netcapital disclosed that its independent registered public accounting firm, Fruci & Associates II, PLLC, had resigned. On this news, the price of the Company’s stock again dropped precipitously on unusually heavy trading volume. 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, the price of the Company’s stock again dropped precipitously on unusually heavy trading volume.

The Law Offices of Howard G. Smith seeks to recover damages on behalf of class members. If you acquired securities in Netcapital, Inc. (NASDAQ: NCPL) from December 15, 2021 through September 3, 2026 you may join the lawsuit by submitting your information online, or you may call the Law Offices of Howard G. Smith and speak to Mr. Smith directly to learn how he can protect your rights.