Netcapital Inc.

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the Company’s plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) and its ability to maintain the listing of its common stock on Nasdaq. These statements are based on management’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially, including the Company’s ability to maintain a closing bid price of at least $1.00 per share, its ability to complete the required audits and reviews of its financial statements, the availability of financing, Nasdaq’s acceptance of the Company’s compliance plan, and the other risks described in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement, except as required by law.

Item 4.01. Changes in Registrant’s Certifying Accountant.

On October 8, 2026, the Audit Committee of the Board of Directors of the Company approved the engagement of Adeptus Partners, LLC (“Adeptus”) as the Company’s independent registered public accounting firm, succeeding Fruci & Associates II, PLLC (“Fruci”), whose resignation effective August 12, 2026 was previously reported in the Company’s Current Report on Form 8-K filed on August 18, 2026 (the “August 8-K”). Adeptus has been engaged to audit the Company’s consolidated financial statements as of and for each of the fiscal years ended April 30, 2022 through April 30, 2026, including the opening balance sheet as of April 30, 2021, and to review the Company’s unaudited interim financial information for each of the quarters in the fiscal year ended April 30, 2026.

As previously disclosed in Item 4.02 of the August 8-K, the Company’s previously issued audited financial statements for the fiscal years ended April 30, 2022, 2023, 2024 and 2025, and the related unaudited interim financial statements identified in the August 8-K, should no longer be relied upon. Adeptus’s engagement to re-audit those fiscal years is intended to support the Company’s evaluation and completion of any required restatement and the filing of its delinquent periodic reports. The Company has not completed its evaluation of the corrections that may be required, and investors should continue not to rely on those previously issued financial statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.