Robbins LLP is Investigating Allegations that Netcapital Inc. (NCPL) Engaged in a Fraudulent Scheme to Overstate Its Revenue Through Sham, Backdated, and Forged Consulting Agreements

Robbins LLP informs investors that a class action was filed on behalf of persons or entities who purchased or otherwise acquired Netcapital Inc. (NASDAQ: NCPL) securities between December 15, 2021 and September 3, 2026, inclusive (the “Class Period”). Netcapital Inc. operates as a fintech company with a technology platform that allows private companies to raise capital online and provides private equity investment opportunities to investors in the United States.

Why Was Netcapital Sued?

The complaint alleges that, during the Class Period, defendants failed to disclose that:

(1) Netcapital improperly recognized material revenues from 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’ statements about Netcapital’s business, operations, and prospects were materially false and misleading and/or lacked a reasonable basis at all relevant times.

Why Did Netcapital Stock Drop?

Plaintiff alleges that on August 10, 2026, the SEC filed a complaint against Netcapital and certain individual defendants in the U.S. District Court for the District of Massachusetts, charging defendants with conducting a fraudulent scheme to overstate Netcapital’s revenue through sham, backdated, and in some cases forged consulting agreements between Netcapital Advisors and at least eleven Portfolio Companies controlled by Fanning. On this news, the price of Netcapital stock fell by just over $0.05, or 12.8%, to close at $0.3501 on August 11, 2026.

Then, on August 17, 2026, the Company filed a Current Report on Form 8-K with the SEC disclosing that the Company’s independent registered public accounting firm, Fruci & Associates II, PLLC, had resigned. On this news, the price of Netcapital stock fell by $0.0914, or 28.6%, to close at $0.2280 on August 18, 2026.

On September 3, 2026, after market close, Netcapital filed a Current Report on Form 8-K with the SEC disclosing that Avi Liss had resigned on August 27, 2026, effective immediately, from the Board of Directors and all Board committees on which he served, including the Audit Committee. On this news, Netcapital stock fell $0.0512 per share, or 8.14%, to close at $0.5774 per share on September 4, 2026. The following trading day, Netcapital stock fell a further $0.0759 per share, or 13.1%, to close at $0.5015 per share on September 8, 2026.

Who May Be Eligible to Participate in the Netcapital Inc. Class Action?

The lawsuit seeks to represent investors who purchased or otherwise acquired Netcapital Inc. securities between December 15, 2021 and September 3, 2026. Investors who suffered losses during that period may have legal rights under the federal securities laws. Submit a form for information.

All representation is on a contingency fee basis. Shareholders pay no fees or expenses.