---
title: "Netcapital Review"
url: https://altstreet.investments/platforms/reviews/netcapital
kind: platform-review
updated: 2026-11-10
description: "Netcapital review: fees, whether you can sell shares or withdraw money, custodial ownership, 473 Reg CF offerings, and the SEC case against the parent."
publisher: AltStreet (https://altstreet.investments)
license: Public factual pages may be read, quoted and cited with attribution and a link. Bulk redistribution is not permitted.
---

# Netcapital Review

Two days before this review, the SEC filed a civil securities-fraud action against Netcapital Inc., its CFO and other defendants, alleging the company materially overstated revenue, nearly $14 million, per the complaint, through purported consulting agreements, some allegedly forged. Those are contested litigation claims, not adjudicated findings, and they land on top of what AltStreet's own data already showed: a Form C census of 473 offerings since 2016 in which the median offering raised $48,580 against a median $1 million displayed maximum; a custodial structure in which investors do not hold their shares directly; and a parent whose filings carry a going-concern warning, $19.9 million of portfolio-company impairments, including stakes in companies that had raised on Netcapital, and a secondary-trading feature 'paused' after years of being marketed as the liquidity answer.

AltStreet score: 26.3 (F), scored October 23, 2026. Method: https://altstreet.investments/platforms

| Field | Value |
| --- | --- |
| Platform | Netcapital |
| What it is | Regulation Crowdfunding Startup Equity Portal |
| Asset class | Early-Stage Venture Equity (Reg CF + Reg D side-by-side) |
| Website | netcapital.com |
| Review first published | August 12, 2026 |
| Last updated | November 10, 2026 |
| AltStreet relationship | None: no affiliate, sponsorship or partnership |

## The short version

Netcapital has filed 473 distinct Reg CF offerings since 2016 under a single portal CIK, and the 274 with an amount-raised observation in AltStreet's collected Form C-U filings total $66.4 million, median $48,580 per offering against a median $1 million displayed maximum. The issuer base is the earliest-stage AltStreet has censused: 66% of offerings were filed by pre-revenue companies, 65% by loss-making ones, median 3 employees. What the campaign pages do not assemble for you: investors hold beneficial interests while a custodian holds record ownership and votes shares carrying voting rights; the secondary market marketed since the January 2023 Templum agreement is paused; the platform takes 4.9% of every raise plus 1% in issuer equity; the Nasdaq-listed parent carries going-concern doubt after recording $19.9 million of portfolio-company impairments in FY2025, including stakes in companies that had raised on Netcapital; and on August 10, 2026 the SEC filed a civil securities-fraud action against that parent and individual defendants, alleging roughly $14 million of its FY2022-FY2024 revenue was improperly recognized through sham consulting agreements, contested allegations, not adjudicated findings, but ones aimed at the very financial history summarized here.

- **473 offerings** Distinct Reg CF offerings under portal CIK 0001669191, 2016 through August 2026, from 3,029 filings (510 Form C, 2,153 C/A, 366 C-U) across 450 distinct issuers. Volume peaked at 75 offerings in 2021; 2026 is tracking at 12 through August.
- **$48,580** Median reported raise across the 274 offerings with a Form C-U observation, 10.3% of the median offering's displayed maximum. Only 17 of 274 reached their maximum; only 10 raised $1M or more.
- **66% / 3** Share of the 473 offering observations filed by companies reporting zero revenue, and the median employee count. 65% were filed by companies reporting a net loss. This is pre-seed exposure at retail scale.
- **SEC fraud suit** Filed August 10, 2026 against parent Netcapital Inc. (Nasdaq: NCPL) and individual defendants including its CFO: the SEC alleges ~$14M of revenue (Oct 2021-Jan 2024) was improperly recognized via sham consulting agreements, some allegedly forged. Contested allegations, not findings, atop going-concern doubt, a $28.3M FY2025 net loss with $19.9M of impairments, and a 1-for-70 reverse split. Since then the auditor has resigned, the FY2022 to FY2025 audited statements are withdrawn pending re-audit, two directors have left, Nasdaq has issued two delinquency notices and a class action has been filed (updated 2026-10-23).
- **0% + 4.9%** Investors pay Netcapital nothing directly (cards add 2.9% + $0.30, non-refundable); issuers pay a $5,000 listing fee, 4.9% of gross raise, and since FY2025 a 1% success fee paid in equity, so the portal holds stakes in the companies it lists.

Data note: AltStreet SEC Form C census of the Netcapital portal CIK (473 distinct offerings, 3,029 filings, 2016-2026), a 15-campaign live-book capture linked to filings by accession, and Netcapital Inc. (NCPL) 10-K/10-Q filings FY2022-FY2026 ingested into AltStreet's performance-history layer. August 2026.


## Key figures

| Figure | What it is | Context |
| --- | --- | --- |
| $48,580 | Median reported raise per offering, against a median $1,000,000 displayed maximum | 274 of 473 census offerings have a Form C-U raise observation; median attainment is 10.3% of maximum, and only 17 reached it |
| 66% | Offerings filed by companies reporting zero revenue, median team of 3 employees | Read from the Form C financials on all 473 offerings; 65% were filed by companies reporting a net loss. Pre-seed venture risk at retail minimums |
| SEC fraud action | Filed August 10, 2026 against parent Netcapital Inc. and individual defendants, contested allegations, not findings | SEC alleges ~$14M of revenue improperly recognized via sham consulting agreements (Oct 2021-Jan 2024); parent also carries going-concern doubt, $19.9M impairments, and an untimely FY2026 10-K (NT 10-K filed) |
| 473 / $66.4M | Distinct Reg CF offerings filed since 2016, and reported raises across the 274 observed | Portal CIK 0001669191 · 3,029 filings · 450 distinct issuers · verified against the parent's own disclosed portal volumes |


## Verdict

Netcapital delivers what it promises mechanically: anyone can put $99 into a startup, the Form C filings are real and linked, escrow works, and the fee investors pay directly is zero if they use ACH. Everything else argues for caution. The issuer base is overwhelmingly pre-revenue micro-companies; the median offering raises about a tenth of its displayed goal; ownership is custodial with delegated voting; the secondary-trading story has been marketed for three years and is currently paused; the parent company, which holds equity in dozens of its own issuers, recorded $19.9 million of portfolio-company impairments, including stakes in companies that had raised on the platform, and discloses going-concern doubt; and on August 10, 2026 the SEC filed a civil fraud action against that parent and individual defendants alleging its historical revenue was materially overstated. Those allegations are contested, not adjudicated, but they concern the corporate group behind this platform and the reliability of its reported history. The census gives Netcapital credit for a real, decade-long filing record. The same record shows exactly how small, how early, and how unresolved the typical outcome is.

**Best for**

- Experienced angel-style investors deliberately allocating small, loss-tolerant amounts to pre-seed companies they have independently diligenced
- Investors who want to back a specific company that happens to be raising on Netcapital, often via its founder community, rather than browsing for deals
- Non-accredited investors who understand they are buying illiquid venture equity, not a product with a return profile
- Investors comfortable reading Form C financials, because the platform's own materials say the diligence burden is entirely yours

**Look elsewhere if**

- You need any path to liquidity, the one-year Reg CF restriction is the least of it; there is no working resale venue at all
- You expect the displayed funding goal to be what the company actually receives, the median raise is 10.3% of the median maximum
- You are uncomfortable with a custodian holding record ownership and voting your shares instead of direct ownership
- Platform longevity matters to your process, the parent discloses going-concern doubt and, since August 10, 2026, faces an SEC civil fraud action (contested allegations) over its historical revenue

**Strengths**

- Genuine access: $99 typical minimums, no accreditation, 473 filed offerings across 450 issuers since 2016, a real, verifiable record
- Zero direct investor fees via ACH, structurally cheaper to the investor than Wefunder (~2%) or StartEngine's investor-side fees
- Real breakout stories exist and are filing-verified: EnergyX raised $4,039,019 in reported Reg CF proceeds here across two campaigns before a $50M GM-led Series B; Avadain has raised $5M in its current round
- Standardized legal documents, a public Q&A forum per offering, and an API that exposes offering data, unusual transparency plumbing for a small portal

**Limitations**

- SEC civil fraud action (filed August 10, 2026) against the parent and individual defendants alleging ~$14M of improperly recognized revenue, contested allegations that put the reliability of the parent's reported history in dispute
- Earliest-stage issuer base in AltStreet's coverage: 66% of offerings from pre-revenue companies, 65% loss-making, median 3 employees
- Median reported raise of $48,580 against a median $1M displayed maximum; only 17 of 274 observed offerings reached their max
- Custodial ownership with delegated voting; secondary transfers paused; no exit, markdown or failure ledger published; parent going-concern doubt with $19.9M of portfolio-company impairments, including stakes in companies that had raised on Netcapital


## What this means for your decision.

| Topic | Finding |
| --- | --- |
|  | The SEC has filed a securities-fraud action against the parent company |
|  | The typical offering raises a small fraction of the number on the page |
|  | You will not be the record owner of your shares |
|  | The parent company is in documented and worsening financial distress |
|  | The advertised path to liquidity is paused, not operating |

Netcapital is genuine retail access to very early startup equity, $99 typical minimums, no accreditation, 473 filed offerings since 2016, and a census-verified record it deserves credit for accumulating. It is also the weakest structural position AltStreet has reviewed in this category: two-thirds of offerings were filed by companies reporting zero revenue with a median of three employees; the median raise delivers a tenth of the displayed maximum; shares sit with a custodian who also votes them; the promised secondary market is paused; the Nasdaq-listed parent, which wrote down $19.9 million of portfolio-company stakes, including companies that had raised on Netcapital, for reasons including 'cessation of operations', discloses substantial doubt about continuing as a going concern; and as of August 10, 2026, the SEC has a live civil fraud action against that parent and individual defendants alleging its historical revenue was materially overstated (contested allegations, not findings). Lottery-ticket venture exposure bought through infrastructure that is itself under acute, now litigated, stress.


## Who it fits

| Investor | Fit | Why |
| --- | --- | --- |
| Founder-Community Backers Supporting a Specific Company | well-suited |  |
| Experienced Angel-Style Investors Allocating a Lottery-Ticket Sleeve | neutral |  |
| Non-Accredited Investors Seeking 'Startup Exposure' as a Product | poor-fit |  |
| Yield or Income Investors | poor-fit |  |
| Investors Requiring Liquidity or Defined Horizons | poor-fit |  |
| Investors for Whom Counterparty and Platform Risk Are Screens | poor-fit |  |


## Questions

**Is Netcapital legit?**

Netcapital Funding Portal Inc. is a real, SEC-registered funding portal and FINRA funding-portal member, and every offering on it has an SEC Form C behind it: AltStreet counted 473 offerings since 2016. Investor money sits in escrow at Luminate Bank until an offering closes. The concerns are about the company that runs it and about outcomes. The parent, Netcapital Inc. (Nasdaq: NCPL), discloses going-concern doubt. In August 2026 the SEC sued it and individual defendants, alleging about $14 million of revenue from 2021 to 2024 was improperly recognized; those are contested allegations. Its auditor has since resigned, and four years of audited statements are withdrawn pending re-audit. A platform can be legitimate and still be a weak place to hold investments for years; judge each offering on its Form C.

**Is buying NCPL stock the same as investing through Netcapital?**

No. NCPL is the Nasdaq-listed stock of Netcapital Inc., the parent company that owns the portal; its price, reverse split and the shareholder class action concern that company. Investing through netcapital.com means buying securities of the startups listed there, held for you by a custodian. A startup on the portal does not rise or fall with NCPL's share price, although the platform you rely on for records and communications is run by NCPL's group.

**Does the SEC lawsuit affect investments made through the platform?**

The SEC's complaint is against Netcapital Inc. and individuals connected to it, over the parent's own revenue accounting. It does not accuse the companies raising money on the portal. Its practical relevance to portal investors is continuity: the wallet, dashboard, custodial record-keeping and investor communications run on the parent's infrastructure, and the parent is short of cash, delinquent on its annual and quarterly reports, and funding itself with short-term notes. Your securities are issued by the startups, so a failure of the parent would not cancel them, but servicing them could become harder.

**How do I withdraw money from my Netcapital wallet?**

Request it from the dashboard, with three conditions from Netcapital's help center: a photo of a government-issued ID and a selfie of you holding it on every request; the funds must have been in the wallet for at least 60 days; and the money goes back only to the bank account it came from (for a wire, you must prove the sending account). Because refunds of non-card payments are credited to the wallet rather than your bank, canceling a commitment can leave cash in the wallet subject to these rules.

**Can I cancel an investment on Netcapital, and how long does a refund take?**

Yes, until 48 hours before the offering deadline, from your investor dashboard; after that the commitment is final. Refunds typically take a few business days; if the ACH debit had already started, Netcapital asks you to allow up to two weeks. Card payments are refunded to the card, other payments to your Netcapital wallet, and the card convenience fee (2.9% plus $0.30, or 3.9% for international cards) is never refunded. Netcapital also says it may retain the 4.9% portal fee if a withdrawal request is not made at least 48 hours before the withdrawal deadline. If the company makes a material change to the offering, you have five business days to reconfirm or the commitment is canceled.

**What happens if an offering does not reach its funding goal?**

An offering closes only if it reaches its minimum, the SEC target amount. If it does not, Netcapital says all funds are returned to your account. The goal shown on the page is usually the maximum, which most offerings do not reach: the median observed raise is about a tenth of it. Once the minimum is met, the company may close early or in rolling closes, taking money before the deadline on five business days' notice.

**What is the minimum investment, and can non-accredited or non-US investors use Netcapital?**

Each offering sets its own minimum, some as low as $99; the minimum for international investors is $300. Anyone 18 or older can invest at least $2,500 a year in Reg CF offerings, and non-accredited investors above that face limits based on income and net worth, up to $124,000 a year across all portals. Investors outside the US may invest where their local laws allow, paying by card, wire or wallet transfer (ACH is for US bank accounts only). Accredited investors can also buy in side-by-side Rule 506(c) tranches.

**Is investing through Netcapital really free?**

Netcapital charges investors no fee to invest. Card payments carry a processor convenience fee of 2.9% plus $0.30 per transaction (3.9% for international cards), kept by the processor even if you cancel, and banks may charge for wires. ACH from a US bank account costs nothing. The companies pay Netcapital: a $5,000 listing fee, 4.9% of the amount raised and, since fiscal 2025, 1% in their own equity.

**Does Netcapital check the companies listed on its platform?**

Netcapital says it reviews each offering before it is posted and conducts background checks on many of the people involved, as Reg CF requires of funding portals. It also says you 'must rely on your own examination of the company' and that it 'is not responsible for any losses'. It does not set or recommend share prices. The census shows what passes the screen: two-thirds of offerings came from companies reporting no revenue.

**What are the complaints about Netcapital?**

The documented ones are in court filings and Netcapital's own pages rather than review sites. The SEC's August 2026 complaint and the October 2026 shareholder class action concern the parent's accounting and stock. For portal investors, the recurring issues the record shows are a secondary trading feature marketed since 2023 and now unavailable, refunds credited to a platform wallet with a 60-day withdrawal hold, a custodian that holds and votes the shares, and companies that stop filing annual reports, a reason the parent itself gave for writing down issuer stakes. AltStreet found no FINRA disciplinary action against the funding portal.

**Has anyone made money investing through Netcapital? Does it publish returns?**

Netcapital publishes no returns, exits or failure counts for past offerings. Some companies that raised there went on to larger rounds, such as EnergyX before a $50 million Series B, but a later round is not a cash return to Reg CF holders, and AltStreet found no completed exit in the filings that paid them. The parent's own books point the other way for part of the ecosystem: it wrote down $19.9 million of stakes in fiscal 2025, including companies that had raised on the portal, citing reasons such as 'cessation of operations'.

**What happens if a company I invested in is acquired or goes public?**

That is the main way a Netcapital investment returns cash. Because a custodian is the record owner, the proceeds or new shares would pass through the custodian and transfer agent to you as beneficial owner, under the terms of the deal and your security. Netcapital says a company must disclose an exit in its annual report. Keep your own records of each position so you can establish your interest.

**Where can I find financial statements and updates after investing?**

On EDGAR: Reg CF companies must file an annual report (Form C-AR) unless an exemption applies, and some stop. Companies may also send updates through Netcapital at their discretion. Netcapital provides no interim statements or valuations, and Rule 506(c) tranches carry no ongoing SEC disclosure duty. Your share count is on your dashboard.

**What is Netcapital and how does it work?**

Netcapital is a Regulation Crowdfunding portal where anyone can buy equity, usually common stock or LLC membership units, in early-stage private companies, typically from $99. Netcapital Funding Portal Inc. is an SEC-registered funding portal and FINRA funding-portal member; each offering files an SEC Form C with disclosure and financial statements. You commit funds online (ACH is free; cards add a 2.9% + $0.30 non-refundable convenience fee), the money sits in escrow at Luminate Bank until the offering clears its SEC target, and at closing your securities are issued to a custodian that holds them on your behalf while you receive a beneficial interest. Across the 473 offerings AltStreet reconstructed from SEC filings (2016-2026), the issuers are very early: 66% of offerings came from companies reporting zero revenue and the median team is 3 people. Investors should also know that the platform's parent company faces an unresolved SEC civil fraud action filed August 10, 2026 (contested allegations), see the enforcement question below.

**What fees does Netcapital charge investors?**

None directly, and that is genuinely cheaper than the major alternatives. Netcapital states it 'currently does not charge investors any fee to invest in offerings'; Wefunder charges roughly 2% and StartEngine charges 3.5% on many offerings. Two costs still reach you: credit/debit card payments carry the processor's convenience fee of 2.9% plus $0.30 (3.9% for international cards), which is non-refundable even if you cancel your investment; and wire transfers may incur your bank's fees. Pay by ACH and you pay nothing. The company you invest in pays Netcapital a $5,000 listing fee, 4.9% of everything it raises, and, since fiscal 2025, an additional 1% success fee paid in the company's own equity, which means Netcapital holds stakes in the issuers it lists.

**Do I actually own the shares I buy on Netcapital?**

You own a beneficial interest, not record ownership of the shares. Under Netcapital's Record Ownership and Voting Agreement, a custodian, Cust Corp, a Delaware corporation, is the sole legal and record owner of every security purchased on the platform and appears as the holder on the issuer's books. Your beneficial ownership is recorded by a transfer agent, Equity Stock Transfer LLC, or a successor, under Netcapital's current (2023) Record Ownership and Voting Agreement; archived agreements for older offerings name Worldwide Stock Transfer LLC, so the agent for your position may depend on when the offering ran. Where a security carries voting rights, the custodian votes them 'in a manner reasonably determined to be in the best interest of Investor', you do not cast the vote yourself. You keep the economic benefits (sale proceeds, any distributions), and statutory rights that many jurisdictions extend to beneficial owners, such as books-and-records inspection and appraisal rights under Delaware law, subject to conditions, remain available, though exercising them through a nominee is more cumbersome than as a record holder. If record ownership and direct voting control matter to you, this structure is not built for that.

**How do I sell my Netcapital shares? Is there a secondary market?**

Practically, no. Reg CF securities are restricted from resale for one year (with limited exceptions such as transfers to accredited investors or family). Beyond that, Netcapital's long-promised secondary market does not currently operate: the company signed an ATS agreement with Templum Markets in January 2023 and launched a closed beta in July 2024, but its parent's FY2025 10-K states development and roll-out are 'paused,' and the site's transfer page says the secondary transfer features are 'temporarily unavailable' with no timeline. Plan on holding until the company is acquired, goes public, or fails, potentially many years, or indefinitely. Three different things get called 'getting your money out', and only one works today. Selling shares after closing: no venue operates. Canceling a commitment during an offering: allowed until 48 hours before the deadline, from the dashboard. Withdrawing cash from the Netcapital wallet: allowed, but only after the money has been there 60 days, with a photo ID and a selfie, and only to the original bank account. After the one-year Reg CF restriction ends you may transfer shares privately in principle, but Netcapital currently offers no facility to do it.

**Is Netcapital financially stable?**

Its parent company's own filings say this is a live question. Netcapital Inc. (Nasdaq: NCPL) disclosed substantial doubt about going concern in its FY2025 10-K and has continued that disclosure in subsequent 10-Qs; the Q3 FY2026 10-Q (January 31, 2026) shows negative working capital of $2.9 million, a $7.6 million nine-month operating loss and $7.7 million of operating cash used. Reported revenue fell from $8.5 million in FY2023 to $869,460 in FY2025, and the SEC's August 2026 complaint alleges (in contested claims) that roughly $14 million of the FY2022-FY2024 revenue was improperly recognized in the first place. Cash fell from $4.56 million (July 2025) to $715K (January 2026); 2026 financing has come from original-issue-discount notes (e.g., $182K principal for $150K net) and a $15 million equity facility priced at 92% of recent lows; Nasdaq issued a fresh minimum-bid deficiency notice in February 2026, eighteen months after a 1-for-70 reverse split, and, after the initial deadline passed, granted an extended compliance period through February 1, 2027; and the FY2026 annual report was not timely filed (the company filed an NT 10-K on July 29, 2026). Your economic interest is in securities of the underlying issuers rather than Netcapital Inc., a failure of the platform parent would not by itself cancel those securities, but the wallet, dashboard, custodial arrangements and investor communications all depend on this corporate family, and no continuity plan is published, so practical continuity is a real question. Keep independent records, and avoid parking cash in the platform wallet: a withdrawal needs a photo ID, a selfie and a 60-day holding period.

**Is Netcapital facing SEC enforcement?**

Yes, at the parent-company level, and it is unresolved. On March 4, 2026, Netcapital Inc. and five current or former officers, directors and employees received Wells Notices, in which SEC staff stated a preliminary determination to recommend enforcement claims including Securities Act Section 17(a), Exchange Act Section 10(b) and Rule 10b-5, and reporting and books-and-records provisions; the company's 10-Q also disclosed that SEC and FINRA investigations, conducted through subpoenas and testimony requests, remained ongoing. On August 10, 2026, the SEC filed a civil complaint in Boston federal court against the company and individual defendants including its CFO, alleging that nearly $14 million of revenue recognized between October 2021 and January 2024 came from sham consulting agreements, some allegedly forged, that produced no real revenue, overstating reported revenue by roughly 345%. Two things to hold together: these are contested litigation allegations, not adjudicated findings, and the company is entitled to defend itself; and the allegations go directly to the reliability of the historical financial statements summarized in this review. Since the complaint: Cecilia Lenk, a director, settled for a $50,000 civil penalty without admitting the allegations and resigned on August 19, 2026; the case continues against the company and the other defendants. The auditor resigned on August 12, and the company says its audited statements for fiscal 2022 to 2025 should no longer be relied upon. A shareholder class action (Chance v. Netcapital Inc., D. Mass.) was filed on October 8, 2026 for buyers of the parent's stock. Separately, AltStreet found no FINRA disciplinary action against the Reg CF funding portal subsidiary, and BrokerCheck shows no disclosures for the affiliated broker-dealer, Netcapital Securities Inc. (CRD 329071). This review will be updated as the case develops.

**What does the typical Netcapital offering actually raise?**

Far less than the goal on the page. Across the 274 offerings in AltStreet's census with a reported-raise observation, the median raise is $48,580, about 10.3% of the median displayed maximum of $1 million. Only 17 of 274 reached their maximum, and only 10 raised $1 million or more. The confusion comes from Reg CF's two-number structure: the displayed goal is the offering maximum, while the SEC target an offering must legally clear has a median of just $10,000, which is why 268 of 274 observed offerings 'succeeded.' The parent's own 10-K adds that even against those minimal targets, 21 of the 70 offerings that ended in fiscal 2025 failed to raise the minimum. Always check what the company has actually raised before assuming its plan is funded.

**What kind of companies raise on Netcapital?**

The earliest stage in retail investing. Reading the Form C financial statements across all 473 offerings in AltStreet's census: 66% of offerings came from companies reporting zero revenue, 65% from companies reporting a net loss, the median team is 3 employees, and among companies with any revenue the median was $61,262. Sectors run from graphene (Avadain) and superconductors to whiskey brands, films, medical devices and consumer apps. Real breakouts exist, EnergyX raised $4.04 million across two campaigns in reported Reg CF proceeds here before a $50 million GM Ventures-led Series B; Vantem raised $470K before taking Breakthrough Energy money, but they are the tail of a distribution whose center is a pre-revenue company raising $46K. Netcapital's own homepage disclaimer says as much: the case studies 'may not reflect the typical or expected experience.'

**How is Netcapital income taxed?**

For most positions there is nothing to tax for years. Common stock in a C-corporation generates no annual tax document, you recognize a capital gain or loss when you sell, or a capital loss in the year a position becomes wholly worthless (which you must document yourself, since the platform publishes no failure ledger). Held over a year, gains are long-term; for qualifying stock acquired after July 4, 2025, Section 1202 (QSBS) can provide a partial gain exclusion after three or four years and a 100% exclusion after five, subject to the statutory requirements, though whether the custodial ownership structure preserves eligibility is a question for a tax adviser before you invest. LLC membership units are different: they typically produce a Schedule K-1 every year, which can arrive late from thinly staffed issuers and can allocate taxable income you never received in cash. Check the entity type before investing. Netcapital's help center says investors usually receive no tax forms from it: it sends a 1099-B only to investors who sold securities on the platform, and K-1s are sent by issuers at their discretion. Nothing here is tax advice.

**How does Netcapital compare to Wefunder and StartEngine?**

All three sell Reg CF startup equity to anyone at ~$100 minimums; they differ on scale, fees, liquidity and platform condition. Scale: Wefunder and StartEngine are the market's two largest portals; Netcapital carried $10.6 million of investments in fiscal 2025, roughly 3% of the Reg CF market, with a 15-campaign live shelf and systematically earlier-stage issuers. Fees: Netcapital charges investors nothing (its issuers pay 4.9% plus $5,000 plus 1% in equity); Wefunder charges investors ~2%, StartEngine 3.5% on many offerings. Liquidity: StartEngine operates its own thin secondary ATS; Wefunder and Netcapital have none, and Netcapital's Templum integration is paused. Platform condition: Netcapital's parent discloses going-concern doubt and faces an unresolved SEC civil fraud action filed August 2026 (contested allegations), the private Wefunder and StartEngine have no equivalent, though both carry FINRA disciplinary history (Wefunder's $1.4M 2022 AWC) while AltStreet found none for Netcapital's portal subsidiary. Choose Netcapital only deliberately, for a specific deal, funded by ACH.

**What happens to my investment if Netcapital shuts down?**

Your economic interest is in securities of the underlying issuer rather than Netcapital Inc., so a platform shutdown would not by itself cancel your position: your beneficial interest is recorded by a transfer agent independent of the issuer (Equity Stock Transfer or a successor under the current agreement; older offerings may sit with Worldwide Stock Transfer per archived agreements), and escrowed funds for open offerings sit at a bank with contractual return provisions. Practical continuity is the real question. The custodial record-ownership arrangement is anchored by agreements among Netcapital entities; the wallet holding any refund balances is platform infrastructure; the dashboard is your window into positions; and issuer annual reports flow through platform channels. No backup-servicing or continuity plan is published, and the custodian's insurance is expressly for its own benefit. The practical defenses are simple: keep your own records of every position (issuer, share count, price, date, confirmations), know that wallet cash can only be withdrawn after 60 days with ID and a selfie, and remember that in a wind-down you would be dealing with the transfer agent and issuers directly.

**Who should invest on Netcapital, and who should avoid it?**

Well-suited: investors backing a specific company they know, often through its founder community, with money they can lose entirely; and experienced angel-style investors deliberately running a many-small-positions, power-law strategy who will read every Form C. Should avoid: anyone needing liquidity (there is none, and the marketed secondary feature is paused); anyone who reads the funding goal as the funding (the median raise is a tenth of it); income investors (nothing here pays anything); investors requiring record ownership and a direct vote (a custodian holds securities as record owner and votes those carrying voting rights); and anyone for whom platform financial strength is a screen, the parent's going-concern disclosure is explicit and audited, and it now faces an unresolved SEC fraud action (contested allegations). In every case: pay by ACH, size for total loss, keep independent records, and treat the platform's marketing as promotion from an intermediary that holds equity in its own listings.


## Update history

**November 10, 2026: Nasdaq grants the parent until February 9, 2027 to file its overdue reports**

Netcapital Inc. disclosed on November 9, 2026 that Nasdaq's Listing Qualifications staff granted it an exception, dated November 5, to file its Form 10-K for the fiscal year ended April 30, 2026 and its Form 10-Q for the quarter ended July 31, 2026 by February 9, 2027, after reviewing a compliance plan submitted October 22 and 23. If the reports are not filed by then, the staff will notify the company that its securities will be delisted, and the company may appeal to a Nasdaq Hearings Panel. The deadline also bears on the Hinterland note, whose second tranche is conditioned on the company filing the same reports.

**November 4, 2026: Selling, canceling and withdrawing explained; wallet withdrawal rules; parent filings through October 30**

AltStreet re-read Netcapital's investor help pages and the parent's filings since October 20. Wallet withdrawals now require a photo ID and a selfie, a 60-day holding period and return to the original bank account. Refunds take a few business days, or up to two weeks after an ACH debit, rather than the five days stated earlier. The second tranche of the October 13 Hinterland note depends on the parent becoming current on its overdue annual and quarterly reports. On October 30 the SEC declared one of the parent's registration statements abandoned. The FAQ now answers the questions investors ask most, including NCPL stock versus investing on the portal, tax forms and alternatives.

**October 23, 2026: After the SEC complaint: the auditor resigned and four years of audited statements were withdrawn, two directors left, Nasdaq issued two delinquency notices, a class action followed, and the financing chain continued; composite 2.9 to 2.63, D to F**

AltStreet read every Netcapital Inc. filing from the FY2026 NT 10-K of July 29 through the 8-K of October 20, 2026, added the parent to its Exchange Act event lane (it had been outside it), and recorded ten signals. The sequence since the August 10 complaint: Fruci and Associates II resigned as auditor on August 12 citing the SEC action, and the company's 8-K of August 18 states that its audited financial statements for the fiscal years ended April 30, 2022 through 2025 and the related interim statements should no longer be relied upon. Cecilia Lenk settled with the SEC (a $50,000 civil penalty, injunctions, no admission) and resigned from the board and as CEO of Netcapital Advisors on August 19; director Avi Liss resigned from the board and its audit committee on August 27 citing the allegations. Nasdaq sent delinquency notices on August 24 (no FY2026 10-K) and September 21 (no 10-Q for the quarter ended July 31, 2026, 10-K still unfiled), with a compliance plan due October 23, 2026; the bid-price deficiency was cured on October 7 after a second 180-day period had been granted on August 7. On October 8 the audit committee engaged Adeptus Partners to re-audit FY2022 through FY2026, and a securities class action was filed the same day. The company has kept funding itself with original-issue-discount notes, most recently a Hinterland Partners note of up to $641,937 on October 13. Transparency moved from 5 to 4 and reporting quality from 3 to 2 because the audited operator financials the review had credited are withdrawn; the composite fell from 2.9 to 2.63 (26.3 of 100), D to F.

**September 19, 2026: Realized capital updated from SEC data**

Reported raises across the 274 offerings with a Form C-U amount updated to $66,372,630 (median $48,580) after AltStreet recomputed issuers that ran more than one campaign.


## Evidence appendix

Platform website captured August 11, 2026.

Five primary sources: (1) an SEC EDGAR Form C census of the Netcapital portal CIK (0001669191) covering 473 distinct offerings and 3,029 filings (510 Form C, 2,153 C/A, 366 C-U) from 2016 through August 2026, ingested via AltStreet's Form C lane with amendments and progress filings merged per offering; (2) a live-book capture (15 campaigns, 2026-08-11/12) carrying share price, raise progress, minimums, security type, deadlines and the platform's 4.9% fee disclosure, linked to SEC filings deterministically by accession numbers extracted from each campaign page's own filing links; (3) Netcapital Inc. (Nasdaq: NCPL, CIK 0001414767) public filings, 10-Ks for FY2022-FY2025, 10-Qs for the three most recent quarters, and the 2026 8-K and NT 10-K record, ingested into AltStreet's platform-performance-history layer with balance-identity verification; (4) a 103-page site capture including the Record Ownership and Voting Agreement, Issuer Agreement, Transfer Agent Agreement, escrow template, fee and refund pages, and Reg CF/Reg A/Reg D educational materials; and (5) the enforcement record, the Wells Notice disclosure in the parent's Q3 FY2026 10-Q and the SEC's civil complaint filed August 10, 2026 in the U.S. District Court for the District of Massachusetts, with contemporaneous reporting (Reuters, Bloomberg Law, InvestmentNews) used as corroboration; all enforcement allegations are contested and unadjudicated. Offering counts by year use each offering's earliest filing; filing counts are reported separately (the 4.2:1 amendment ratio makes raw filing counts misleading). Reported raises reflect the latest collected Form C-U observation per offering and can exceed a recorded maximum where the ceiling was amended after the observation was recorded. Issuer financials are as filed in each Form C at offering time and are not updated for subsequent performance.

**Highlights**

- AltStreet's census covers 473 distinct Reg CF offerings under Netcapital's portal CIK 0001669191, comprising 3,029 filings (510 Form C, 2,153 Form C/A, 366 Form C-U) from 2016 through August 2026, across 450 distinct issuer CIKs. Distinct offerings by earliest filing year: 3 (2016), 31, 43, 23, 60, 75 (2021 peak), 56, 73, 56, 41 (2025), 12 (2026 through August). The 4.2:1 amendment-to-original ratio is the highest in AltStreet's Reg CF coverage, an unusually high level of amendment activity; AltStreet did not classify each amendment by reason, so the ratio does not establish how many involved extensions, repricing or other substantive changes.
- 274 offerings carry an amount-raised observation in the collected Form C-U filings, totaling $66,372,630, median $48,580, maximum $7,351,684 (Avadain, across three campaigns; the $5M cap applies per 12-month period, not per issuer). Distribution: 6 under $10K, 136 at $10-50K, 37 at $50-100K, 69 at $100-500K, 13 at $500K-1M, 13 at $1M+.
- Goal attainment: median raise/maximum ratio 10.3%; 17 of 274 observed offerings reached ≥98% of their maximum; 268 of 274 cleared their SEC target, because the target median is $10,000 (231 of 473 offerings set $10,000 or less; displayed maximums median $1,000,000 and sum to $416.5M against $66.4M observed raised).
- Issuer financials from Form C filings (n=473 offering observations across 450 distinct issuers; repeat issuers contribute one observation per offering): 314 offerings (66%) filed by companies reporting zero revenue; 306 (65%) reporting negative net income, median -$19,969; median employees 3; median revenue among revenue-positive filings $61,262. Security types: common stock 381, 'other' (units/SAFEs) 90, preferred 2.
- Top reported raises, PER OFFERING rather than per issuer (an issuer running several campaigns totals more: MAGFAST's eight offerings sum to $10.9M, Avadain's four to $7.4M, EnergyX's two to $4.0M): EnergyX $2.97M, Avadain $1.49M (prior round; current round adds $5.0M), Orbital Assembly $1.33M, MAGFAST $1.31M, EarthGrid $1.24M, AccuShoot $1.20M, KMX Technologies $1.07M, Phoenix PharmaLabs $1.07M, Braidy Industries $1.04M, C-Reveal Therapeutics $1.04M. Eighteen issuers ran 2+ offerings (max 4: Puro Trader/Yahyn).
- Live book (15 campaigns, August 2026): minimums $21-$250 (typical $99-$110); share prices $0.10-$15.77; every campaign discloses the 4.9% intermediary fee; 13 of 15 are common stock or LLC/class units, 2 are SAFEs despite the education page's stated common-stock/units-only policy; current-round raises span $0 (SwiftSift) to $5.0M (Avadain, effectively sold out); all 15 linked to census rows deterministically by accession.
- Parent financial series (AltStreet-ingested from SEC filings, $M): revenue 5.48 → 8.49 → 4.95 → 0.87 and net income +3.5 → +2.96 → -4.99 → -28.30 across FY2022-FY2025; total assets 31.8 → 41.8 → 41.6 → 20.9. FY2026 quarters (Jul/Oct/Jan): revenue 0.19 / 0.05 / 0.09 ($0.34M over nine months), net losses 3.6 / 2.1 / 1.8 ($7.6M over nine months), cash on hand 4.56 → 1.68 → 0.72. FY2025 10-K going-concern language: negative working capital $5,096,163, operating loss $8,321,317, operating cash burn $5,339,211, 'substantial doubt about our ability to continue as a going concern.'
- FY2025 impairments: $19.9M total, including $17,935,476 disclosed May 5, 2025 across multiple portfolio companies (ASC 321), for stated reasons including 'resignation of key personnel, cessation of operations, regulatory setbacks, failure to file required annual reports, or technological obsolescence'; the company 'does not expect to recover value from the impaired investments.' Named positions written to zero include ChipBrain ($3,366,348) and MustWatch ($440,000), both portal issuers in AltStreet's census; Zelgor remains carried at $1.4M.
- Parent-disclosed portal economics reconcile with the census: FY2025 portal fees $589,074 (from $874,368), listing fees $207,500 (from $442,040), equity-success-fee revenue $97,700 (non-cash, from 61 issuers, aggregate carried value $169,790, individual values $117-$44,945); total invested through portal $10.6M FY2025 vs $14.8M FY2024; new listings 38 vs 82; issuers successfully closing 49 vs 53; 21 of 70 ended offerings failed their minimum in FY2025 (17 of 70 in FY2024); one customer was 20% of FY2025 revenue.
- Ownership and plumbing, from the site's own legal agreements: Cust Corp (Delaware) is 'the sole holder of legal title' and sole record holder, voting securities that carry voting rights 'in a manner reasonably determined to be in the best interest of Investor'; its insurance 'is held for the Record Owner's benefit and not for the benefit of Investor'; the transfer agent keeping the sole dispositive record of beneficial ownership is Equity Stock Transfer LLC 'or a successor' under the current 2023 Record Ownership and Voting Agreement, while archived agreements for older offerings name Worldwide Stock Transfer LLC, the applicable agent may depend on offering vintage; escrow at Luminate Bank per current pages (the escrow legal template still names GoldStar Trust, a further stale-document finding); refunds of non-card payments go to the Netcapital wallet; the withdrawals page reserves 'the right to retain the 4.9% portal fee' on late withdrawal requests.
- Secondary market: Templum Markets ATS agreement January 2, 2023; closed-group beta July 2024; FY2025 10-K, 'we have paused further development and roll-out'; site transfer page, 'the secondary transfer features are temporarily unavailable.' No general secondary trading has ever operated.
- Regulatory record: no FINRA disciplinary action found against Netcapital Funding Portal Inc. as of August 2026; Netcapital Securities Inc. approved as a FINRA broker-dealer November 22, 2024; parent executed a 1-for-70 reverse split effective August 1, 2024 to regain Nasdaq minimum-bid compliance after a September 2023 notice, then received a fresh minimum-bid deficiency notice February 4, 2026, the initial compliance period to August 3, 2026 passed, and Nasdaq granted an additional period through February 1, 2027.
- Enforcement record (parent level; all allegations contested, not adjudicated): Wells Notices received March 4, 2026 by Netcapital Inc. and five current/former officers, directors and employees, SEC staff preliminarily recommending claims under Securities Act §17(a); Exchange Act §§10(b), 13(a), 13(b)(2)(A), 13(b)(3)(B) (company) and 13(b)(5) (individuals); and Rules 10b-5, 12b-20, 12a-1, 13a-11, 13a-13 and 13b2-1, with SEC and FINRA investigations (subpoenas, testimony requests) described as ongoing in the March 2026 10-Q, the SEC has since filed its complaint; the current status of any separate FINRA investigation is not independently established, and a $500K insurance sublimit for defense costs exhausted by January 2026. SEC civil complaint filed August 10, 2026 in Boston federal court against the company and individual defendants including CFO Coreen Kraysler, alleging ~$14M of revenue (Oct 2021-Jan 2024) improperly recognized through sham consulting agreements with a company co-founder-affiliated consultant, some agreements allegedly forged, a ~345% revenue overstatement per the complaint.
- Parent 2026 liquidity record: Q3 FY2026 10-Q (period 2026-01-31), negative working capital $2,922,843, nine-month operating loss $7,579,440, operating cash used $7,661,306, going-concern doubt restated; original-issue-discount note financings including $182,120 principal for $150,000 net (June 2026, 13% one-time charge, 22% default rate) and $290,000 principal for $224,500 net (July 2026); a $15M equity purchase facility priced at 92% of recent lows (July 2026); note amendments capping conversions under Nasdaq rules (August 2026); FY2026 10-K noticed late July 29, 2026, citing time to finalize 'documentation and related disclosures concerning certain assets.' A previously disclosed ICFR material weakness (over-accrual of legal expenses) and significant deficiency (equity-impairment evaluation) were reported remediated as of January 31, 2026.

**Primary source pages**

- netcapital.com (103-page site and legal-agreement capture, 2026-08-11)
- Netcapital live campaign book (15 campaigns, captured 2026-08-11/12, linked to filings by accession)
- SEC EDGAR Form C filings, Netcapital Funding Portal Inc., CIK 0001669191 (sole intermediary CIK on all collected filings)
- Netcapital Inc. Form 10-K, FY ended April 30, 2025 (filed 2025-08-12) and prior years; Forms 10-Q through Q3 FY2026 (period ended 2026-01-31, incl. Wells Notice and going-concern disclosures); 2026 Forms 8-K (Nasdaq notice, note financings, equity facility) and NT 10-K (2026-07-29)
- SEC v. Netcapital Inc. et al., U.S. District Court, D. Mass., civil complaint filed August 10, 2026 (corroborated by contemporaneous reporting from Reuters, Bloomberg Law and InvestmentNews); allegations contested, not adjudicated
- Netcapital Record Ownership and Voting Agreement, Issuer Agreement, Transfer Agent Agreement, and Paying Agent/Escrow Agreement (site legal pages)
- AltStreet platform database (473 offerings, 15 linked deal records, 7 parent-company performance periods, verified August 2026)


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Source page: https://altstreet.investments/platforms/reviews/netcapital
Machine index: https://altstreet.investments/llms.txt
AltStreet reads what platforms, funds and issuers file with the SEC and what they tell investors, and publishes the difference. Figures are as filed or as captured on the date stated; nothing here is investment advice.