NCPL 8-K
Netcapital Inc. (NCPL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 17.1 | Letter of Resignation of Cecilia Lenk from the Board of Directors of Netcapital Inc., dated August 19, 2026 (corrected and restated as of August 25, 2026, solely to correct a scrivener’s error) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NETCAPITAL INC. | ||
| August 25, 2026 | By: | /s/ Todd Violette |
| Name: | Todd Violette | |
| Title: | Chief Executive Officer | |
Exhibit 17.1
NETCAPITAL, INC.
RESIGNATION OF DIRECTOR
August 19, 2026
To the Board of Directors of Netcapital, Inc.:
I, CECILIA LENK, am a Director of Netcapital, Inc., a corporation organized under the laws of the State of Delaware (the “Corporation”).
I hereby resign my position as a Director of the Corporation, effective immediately.
This letter constitutes my written notice of resignation to the Corporation. I further represent that I have separately provided notice of my resignation to the other members of the Board of Directors of the Corporation.
I am tendering this resignation in connection with, and as a result of, the civil action captioned Securities and Exchange Commission v. Fanning, et al., Civil Action No. 26-13665 (D. Mass.), filed August 10, 2026. I have consented, without admitting or denying the allegations of the Complaint (except as to jurisdiction and as otherwise provided in the Final Judgment), to the entry of a Final Judgment which has been accepted by the Court. Among other things, the proposed Final Judgment permanently enjoins me from directly or indirectly participating in the issuance, purchase, offer, or sale of any security, other than for my own account. In light of that injunction, I do not believe I am able to continue serving as a Director of the Corporation.
| CECILIA LENK |
NETCAPITAL, INC.
RESIGNATION OF DIRECTOR
August 25, 2026
(Corrected and Restated August 25, 2026, solely to correct a scrivener’s error; originally dated and effective August 19, 2026)
To the Board of Directors of Netcapital, Inc.:
I, CECILIA LENK, am a Director of Netcapital, Inc., a corporation organized under the laws of the State of Utah (the “Corporation”).
I hereby resign my position as a Director of the Corporation, effective immediately.
This letter constitutes my written notice of resignation to the Corporation. I further represent that I have separately provided notice of my resignation to the other members of the Board of Directors of the Corporation.
I am tendering this resignation in connection with, and as a result of, the civil action captioned Securities and Exchange Commission v. Fanning, et al., Civil Action No. 26-13665 (D. Mass.), filed August 10, 2026. I have consented, without admitting or denying the allegations of the Complaint (except as to jurisdiction and as otherwise provided in the Final Judgment), to the entry of a Final Judgment which has been accepted by the Court. Among other things, the proposed Final Judgment permanently enjoins me from directly or indirectly participating in the issuance, purchase, offer, or sale of any security, other than for my own account. In light of that injunction, I do not believe I am able to continue serving as a Director of the Corporation.
| CECILIA LENK |