5/5Netcapital Inc. (NCPL): Non-reliance / restatement

Market data

Price before filing: $0.3194 (2026-08-17 close, split/dividend-adjusted)
Market cap at flag: $1.3M (2026-08-18) · Latest: $12.2M (2026-10-16)

What happened next

Return from the last close before the filing date to the first close on/after the window end. Pending windows have not fully elapsed. Past performance says nothing certain about the future.

Insider trading around this filing

90 days before the flag: no open-market insider sales or purchases reported.
30 days after: none reported.

Open-market purchases and sales (Form 4 codes P and S) by officers, directors and 10% owners, by transaction date, from 2026-05-20 to 2026-09-17. Excludes option exercises, grants, gifts and tax withholding. Amended filings replace the originals; joint filings count once. Foreign private issuers do not file Form 4. Many insider sales are pre-scheduled (10b5-1 plans) and are not by themselves a sign of wrongdoing.

Verified excerpt

"As described under Item 4.02 below, on August 12, 2026, Fruci advised the Company that, given the nature, scope and significance of the matters described in SEC Litigation Release No. 26607 and the related complaint to prior financial statements, disclosure under Item 4.02 of Form 8-K concerning non-reliance on affected previously issued financial statements was required."

Quoted from the filing. Source

What this means

The company says previously issued financial statements should no longer be relied upon (8-K Item 4.02). This is one of the most serious accounting red flags: past reported numbers were wrong and will be restated.

Why this score: also within 90 days: Auditor change, Late annual report (NT 10-K)