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AltStreet Analysis
·Generated from EDGAR primary sources
Netcapital Inc. operates an online private-capital platform through Netcapital Funding Portal, Inc. (SEC-registered funding portal, FINRA member), a broker-dealer (Netcapital Securities Inc.) and a consulting arm (Netcapital Advisors) that takes equity in client companies. On August 10, 2026 the SEC filed a civil fraud complaint against the company and individual defendants alleging about $14 million of improperly recognized consulting revenue (contested allegations). Its auditor resigned on August 12 and its 8-K of August 18 withdrew reliance on the audited statements for fiscal 2022 through 2025; Adeptus Partners was engaged on October 8 to re-audit fiscal 2022 through 2026. Nasdaq issued delinquency notices on August 24 and September 21, 2026 for the unfiled fiscal 2026 10-K and July-quarter 10-Q and on November 5 granted an exception to February 9, 2027 (8-K filed November 9, 2026).
Nasdaq-listed parent (NCPL, NCPLW) of the Netcapital Funding Portal, Netcapital Securities Inc. and Netcapital Advisors; Utah corporation, Boston; Exchange Act registrant (file 001-41443).
Critical Disclosures
What the filings and the regulators have said about this entity that a reader should know first. Each line links to its source. The history, the same event across other issuers, and alerts are in the terminal.
SEC litigation release LR-26607 · August 11, 2026
John Fanning; Coreen Kraysler; Paul Riss; Martin Kay; Cecilia Lenk; Netcapital Inc.
EDGAR Filing Data
Form D — Primary Source
View on SEC.govFilings on Record
Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.
AltStreet Coverage
Original reporting from AltStreet's daily EDGAR monitoring covering Netcapital and its filings.
Nasdaq Gives Netcapital Until Feb. 9, 2027 to File Its Overdue 10-K and 10-Q
Netcapital Inc. disclosed on November 9, 2026 that Nasdaq's listing staff granted it an exception to its periodic-filing rule. The company must file its annual report for the year ended April 30, 2026 and its quarterly report for the quarter ended July 31, 2026 by February 9, 2027, while a re-audit of four prior years is under way.
This entity · Nov 2026
Netcapital Faces Shareholder Class Action Following SEC Revenue-Fraud Allegations
A proposed class of Netcapital Inc. stock purchasers has sued the company and four current or former officers and directors in Massachusetts federal court, drawing on the SEC's August complaint over consulting revenue the agency calls sham. The same month, the company told investors not to rely on four years of audited financial statements.
Platform coverage · Oct 2026
What Is Form C-TR? ORPC's 2021 Reg CF Reporting Termination Explained
Form C-TR tells investors a company has stopped filing annual Reg CF reports, a disclosure event, not a verdict on the business. Ocean Renewable Power Company's 2021 filing, and the Regulation D notices it filed before and after, show what that notice does and does not say.
Platform coverage · Oct 2026
In the Terminal
Filing events
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none on file
Critical / warning
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0 watch · 0 info
Statements extracted
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none on file
NAV prints
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none on file
Offering chains
1
lapsed
Fund family Beneficially owned by JANE STREET GROUP, LLC, and 6 other related vehicles · full family and the filing behind each link in the terminal
Investor
- The full fund family and 7 related vehicles (parallel, feeder, successor, sibling series) with the filing that shows each link
- The dated record: 306 facts with source, effective date and capture date, viewable as AltStreet knew them on any past day
- 1 offering timeline: velocity, share raised, first-sale lag, stalled flags
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Regulatory Activity
Filing events on this entity detected by AltStreet's EDGAR monitoring. Showing 8 of 12 tracked events.
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Get the signal feedRelated Persons (Form D)
Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.
Cecilia Lenk
Executive Officer, Director · Boston, MA
Chief Executive Officer and Director
Coreen Kraysler
Executive Officer · Boston, MA
Chief Financial Officer
Thomas Carmody
Director · Boston, MA
Avi Liss
Director · Boston, MA
Steven Geary
Director · Boston, MA
Placement Agents and Sales Compensation (Form D)
Who the issuer reported paying to sell the securities (Form D Item 12), with the FINRA registration number the filer gave. Source: SEC.gov.
ThinkEquity LLCCRD 44274 on BrokerCheck
Associated broker-dealer: None · SAN FRANCISCO, CA · Soliciting in CA, UT
Questions About Netcapital Inc.
Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.
What is Netcapital Inc.?
Netcapital Inc. is a Utah corporation that filed a Form D with the SEC on February 24, 2022 in the Other industry group. The filing claims Rule 506(b) for an offering of equity and debt. AltStreet links the issuer to Netcapital.
Is Netcapital Inc. legit?
AltStreet does not rate legitimacy; it reports the public record. Netcapital Inc. filed a Form D with the SEC on February 24, 2022 claiming Rule 506(b). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $300,000 sold to 2 investors. AltStreet's record links 1 enforcement action to this issuer; see the enforcement section on this page. The issuer is linked to Netcapital, which AltStreet has reviewed. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.
Is Netcapital Inc. registered with or approved by the SEC?
No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Netcapital Inc. claimed Rule 506(b) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.
How much has Netcapital Inc. raised?
Netcapital Inc. reported $300,000 sold from 2 investors of a $2,500,000 total offering as of the Form D filed February 24, 2022.
Who can invest in Netcapital Inc.?
The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $10,000.
What is the minimum investment in Netcapital Inc.?
The Form D lists $10,000 as the minimum investment accepted from any outside investor as of February 24, 2022. Issuers can waive their own minimums, and the figure does not include fees.
Who is selling Netcapital Inc. and how are they paid?
The Form D names ThinkEquity LLC (CRD 44274), associated with None as the recipient of sales compensation soliciting in CA, UT.
Who is behind Netcapital Inc.?
The Form D lists 5 related persons: Cecilia Lenk, executive officer, director (Chief Executive Officer and Director); Coreen Kraysler, executive officer (Chief Financial Officer); Thomas Carmody, director; Avi Liss, director; Steven Geary, director. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.
Where is Netcapital Inc. located?
The issuer's address on its SEC filings is 1 Lincoln Street, Boston, MA 02111. Its phone number of record is (781) 925-1700. It is organized under the laws of Utah.
How long is the Netcapital Inc. offering open?
The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open, and no amendment is on record yet.
What is Netcapital Inc.'s revenue?
The issuer declined to disclose its revenue range on the Form D, which the form permits.
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Data Methodology
Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.