Key Takeaways
- • A class action has been filed on behalf of investors who purchased or acquired Netcapital Inc. (NASDAQ: NCPL) securities between December 15, 2021 and September 3, 2026, according to a Business Wire release from Robbins LLP.
- • The complaint alleges Netcapital overstated revenue through sham, backdated, and in some cases forged consulting agreements with Netcapital Advisors and at least eleven Portfolio Companies controlled by CEO John Fanning.
- • The SEC filed a complaint against Netcapital and certain individual defendants on August 10, 2026 in the U.S. District Court for the District of Massachusetts, after which the stock fell 12.8% to $0.3501 on August 11, 2026.
- • Netcapital's stock fell further after its auditor Fruci & Associates II, PLLC resigned (28.6% drop to $0.2280 on August 18, 2026) and director Avi Liss resigned from the board and Audit Committee (8.14% drop on September 4, 2026, followed by a 13.1% decline on September 8, 2026).
- • Investors wishing to seek lead plaintiff appointment must move the court by December 7, 2026; the release notes the firm works on a contingency basis.
Summary
Robbins LLP, a San Diego-based shareholder rights firm, has announced that a securities class action has been filed on behalf of persons who purchased or otherwise acquired Netcapital Inc. (NASDAQ: NCPL) securities between December 15, 2021 and September 3, 2026, inclusive. Netcapital operates a technology platform that enables private companies to raise capital online and provides private equity investment opportunities to U.S. investors. The release is a solicitation from the firm and the allegations described are those in the complaint, not findings by a court.
The complaint alleges that Netcapital engaged in a fraudulent scheme to overstate its revenue through sham, backdated, and in some cases forged consulting agreements. Specifically, it alleges Netcapital improperly recognized material revenue from consulting agreements with entities controlled by CEO John Fanning, that Netcapital Advisors provided little if any meaningful consulting services, that Portfolio Company transactions were undisclosed related-party transactions, and that the company's Sarbanes-Oxley certifications were false.
According to the release, the SEC filed a complaint on August 10, 2026 in the U.S. District Court for the District of Massachusetts against Netcapital and certain individual defendants, charging a scheme to overstate revenue through consulting agreements with at least eleven Fanning-controlled Portfolio Companies. The stock fell just over $0.05, or 12.8%, to close at $0.3501 on August 11, 2026. On August 17, 2026, the company disclosed in a Form 8-K that its independent registered public accounting firm, Fruci & Associates II, PLLC, had resigned; shares fell $0.0914, or 28.6%, to $0.2280 on August 18. On September 3, 2026, Netcapital disclosed in a Form 8-K that director Avi Liss had resigned effective August 27, 2026, including from the Audit Committee; shares fell 8.14% to $0.5774 on September 4 and a further 13.1% to $0.5015 on September 8.
Investors who bought during the Class Period may seek appointment as lead plaintiff, a court-appointed role representing all class members, by moving the court no later than December 7, 2026. Shareholders need not serve as lead plaintiff to participate in any recovery. Robbins LLP states it represents investors on a contingency fee basis with no upfront costs. The release also quotes founding partner Brian J. Robbins, who said companies have an obligation to provide complete and accurate information to investors.
The complaint alleges that Netcapital engaged in a fraudulent scheme to overstate its revenue through sham, backdated, and in some cases forged consulting agreements. Specifically, it alleges Netcapital improperly recognized material revenue from consulting agreements with entities controlled by CEO John Fanning, that Netcapital Advisors provided little if any meaningful consulting services, that Portfolio Company transactions were undisclosed related-party transactions, and that the company's Sarbanes-Oxley certifications were false.
According to the release, the SEC filed a complaint on August 10, 2026 in the U.S. District Court for the District of Massachusetts against Netcapital and certain individual defendants, charging a scheme to overstate revenue through consulting agreements with at least eleven Fanning-controlled Portfolio Companies. The stock fell just over $0.05, or 12.8%, to close at $0.3501 on August 11, 2026. On August 17, 2026, the company disclosed in a Form 8-K that its independent registered public accounting firm, Fruci & Associates II, PLLC, had resigned; shares fell $0.0914, or 28.6%, to $0.2280 on August 18. On September 3, 2026, Netcapital disclosed in a Form 8-K that director Avi Liss had resigned effective August 27, 2026, including from the Audit Committee; shares fell 8.14% to $0.5774 on September 4 and a further 13.1% to $0.5015 on September 8.
Investors who bought during the Class Period may seek appointment as lead plaintiff, a court-appointed role representing all class members, by moving the court no later than December 7, 2026. Shareholders need not serve as lead plaintiff to participate in any recovery. Robbins LLP states it represents investors on a contingency fee basis with no upfront costs. The release also quotes founding partner Brian J. Robbins, who said companies have an obligation to provide complete and accurate information to investors.
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