Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 19, 2026, following the United States District Court for the District of Massachusetts' approval of Cecilia Lenk's settlement with the Securities and Exchange Commission in the previously disclosed SEC civil action, Ms. Lenk resigned from the Board of Directors of Netcapital Inc. (the "Company") and from her position as Chief Executive Officer of Netcapital Advisors Inc., a wholly owned subsidiary of the Company, effective immediately.

The departure of Ms. Lenk was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

Item 8.01. Other Events.

As previously disclosed, on August 10, 2026, the Securities and Exchange Commission (the "SEC") filed a civil action captioned Securities and Exchange Commission v. John Fanning, et al., Civil Action No. 1:26-cv-13665, in the United States District Court for the District of Massachusetts, naming the Company and certain current and former officers, directors and other individuals as defendants.

The Court approved the settlement between the SEC and Cecilia Lenk. Without admitting the allegations in the SEC's complaint, Ms. Lenk consented to the entry of a final judgment providing for permanent injunctions, a conduct-based injunction and a civil monetary penalty of $50,000.

The SEC action remains pending against the Company and certain other defendants.