Complaint alleges Netcapital Inc. misled investors between December 15, 2021 and September 3, 2026; investors may seek lead plaintiff role by December 7, 2026

LOS ANGELES, Oct. 26, 2026 /PRNewswire/ -- Glancy Prongay Wolke & Rotter LLP ("Glancy") announced today that the class action lawsuit covers investors who bought Netcapital Inc. ("Netcapital" or the "Company") (NASDAQ: NCPL) securities between December 15, 2021 and September 3, 2026. The Netcapital Inc. case, Chance v. Netcapital Inc. et al., was filed on October 8, 2026 in the U.S. District Court District of Massachusetts (Case No. 1:26-cv-14584).

Investors who suffered losses on Netcapital Inc. investments can submit their Netcapital Inc. loss information here before the December 7, 2026 lead plaintiff deadline.

Key dates in the Netcapital Inc. case

• Class period: December 15, 2021 to September 3, 2026
• Complaint filed: October 8, 2026
• Lead plaintiff deadline: December 7, 2026

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. 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.

"The complaint against Netcapital Inc. alleges, among other things, that the Company failed to 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. For investors who purchased during the class period, the December 7, 2026 lead plaintiff deadline is the first significant deadline to keep in mind," said Charles H. Linehan, Partner at Glancy Prongay Wolke & Rotter LLP.

What's the next step?

Glancy Prongay Wolke & Rotter LLP is a leading national shareholder rights law firm, ready to assist Netcapital Inc. investors in potentially pursuing claims to recover their losses.

If you wish to serve as lead plaintiff in the Netcapital Inc. class action, you must move the Court no later than December 7, 2026. To learn more about your rights, visit the Netcapital Inc. case page, email shareholders@glancylaw.com, or call 310-201-9150 (toll-free: 888-773-9224).

You may retain counsel of your choice. If you bought Netcapital Inc. securities during the class period, you may take no action and remain an absent class member. No class has been certified yet in the Netcapital Inc. case.

Frequently Asked Questions

Who is eligible? Investors who purchased or otherwise acquired Netcapital Inc. securities between December 15, 2021 and September 3, 2026 and suffered losses may be members of the proposed class in the Netcapital Inc. shareholder lawsuit. Any class member may ask the court to appoint them lead plaintiff by December 7, 2026.

What is a lead plaintiff? In the Netcapital Inc. class action, the lead plaintiff is the investor, or group of investors, that the court appoints to represent all class members and oversee the case. Under the Private Securities Litigation Reform Act, courts generally presume the movant with the largest financial interest is the most adequate lead plaintiff.

Do I have to be lead plaintiff to recover? No. A Netcapital Inc. investor's ability to share in any future recovery does not depend on serving as lead plaintiff. Netcapital Inc. investors may take no action and remain absent class members.

What is the deadline? Motions to serve as lead plaintiff in the Netcapital Inc. class action must be filed by December 7, 2026.

Does it cost anything to contact Glancy or participate in this action? Glancy represents Netcapital Inc. investors on a contingency fee basis, so investors pay no attorneys' fees out of pocket. Any attorneys' fees and litigation expenses are paid only from a recovery, if one is obtained, and are subject to court approval.

Can I choose my own lawyer? Yes. Netcapital Inc. investors may retain counsel of their choice.

Why work with Glancy on the Netcapital Inc. lawsuit? Glancy Prongay Wolke & Rotter LLP is a premier law firm with decades of experience representing investors and consumers in securities litigation and other complex class action litigation. Contact Glancy about the Netcapital Inc. lawsuit. Prior results do not guarantee a similar outcome.

About Glancy Prongay Wolke & Rotter LLP

Glancy was named one of Law360's Securities Groups of the Year and ranked second in total investor recoveries by ISS Securities Class Action Services in 2025.

Glancy's successes have been widely covered by leading news and industry publications, including The Wall Street Journal, The Financial Times, Bloomberg Businessweek, Reuters, the Associated Press, Barron's, Investor's Business Daily, Forbes, and Money.

Prior results do not guarantee a similar outcome.

Related links

• Netcapital Inc. case page, Glancy Prongay Wolke & Rotter LLP
• Complaint: Chance v. Netcapital Inc. et al., U.S. District Court District of Massachusetts
• Form 8-K
• Netcapital Inc. SEC filings index, EDGAR
• Glancy Prongay Wolke & Rotter LLP

Contact

Charles H. Linehan

Glancy Prongay Wolke & Rotter LLP

1925 Century Park East, Suite 2100

Los Angeles, CA 90067

Email: shareholders@glancylaw.com

Telephone: 310-201-9150 | Toll-free: 888-773-9224

www.glancylaw.com

Follow Glancy on LinkedIn, X, or Facebook.

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SOURCE Glancy Prongay Wolke & Rotter LLP