Key Takeaways
- • Robbins LLP announced a securities class action filed on behalf of investors who bought or acquired Netcapital Inc. (NASDAQ: NCPL) securities between December 15, 2021 and September 3, 2026, inclusive.
- • The complaint alleges Netcapital overstated revenue through sham, backdated and in some cases forged consulting agreements with entities controlled by CEO John Fanning, per the plaintiff's allegations.
- • 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; 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 after director Avi Liss resigned from the board and Audit Committee (8.14% drop to $0.5774 on September 4, 2026, then 13.1% to $0.5015 on September 8, 2026).
- • The lead plaintiff motion deadline is December 7, 2026; Robbins LLP is soliciting investors on a contingency fee basis.
Summary
Robbins LLP has announced that a securities class action has been filed on behalf of investors who purchased or otherwise acquired Netcapital Inc. (NASDAQ: NCPL) securities between December 15, 2021 and September 3, 2026, inclusive. Netcapital operates a fintech platform that allows private companies to raise capital online and offers private equity investment opportunities to U.S. investors. The complaint, as described by the firm, alleges that the company engaged in a fraudulent scheme to overstate its revenue through sham, backdated and, in some cases, forged consulting agreements.
According to the complaint, defendants failed to disclose that 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 transactions involving Portfolio Companies were undisclosed related-party dealings involving Fanning, and that the company's Sarbanes-Oxley certifications were false.
The stock decline cited by the firm followed a series of events. Plaintiff alleges that on August 10, 2026, the SEC filed a complaint in the U.S. District Court for the District of Massachusetts against Netcapital and certain individual defendants, charging a scheme to overstate revenue through agreements with at least eleven Fanning-controlled Portfolio Companies. The shares 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; the stock fell $0.0914, or 28.6%, to $0.2280 on August 18. On September 3, 2026, Netcapital disclosed 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 lost money may seek appointment as lead plaintiff, a court-appointed representative of all class members, by moving the court no later than December 7, 2026. Class members who do not seek appointment may still share in any recovery. Robbins LLP states it works on a contingency fee basis with no upfront costs. The allegations are unproven claims made by the plaintiff and have not been adjudicated. The release is an attorney solicitation and was distributed via Business Wire.
According to the complaint, defendants failed to disclose that 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 transactions involving Portfolio Companies were undisclosed related-party dealings involving Fanning, and that the company's Sarbanes-Oxley certifications were false.
The stock decline cited by the firm followed a series of events. Plaintiff alleges that on August 10, 2026, the SEC filed a complaint in the U.S. District Court for the District of Massachusetts against Netcapital and certain individual defendants, charging a scheme to overstate revenue through agreements with at least eleven Fanning-controlled Portfolio Companies. The shares 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; the stock fell $0.0914, or 28.6%, to $0.2280 on August 18. On September 3, 2026, Netcapital disclosed 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 lost money may seek appointment as lead plaintiff, a court-appointed representative of all class members, by moving the court no later than December 7, 2026. Class members who do not seek appointment may still share in any recovery. Robbins LLP states it works on a contingency fee basis with no upfront costs. The allegations are unproven claims made by the plaintiff and have not been adjudicated. The release is an attorney solicitation and was distributed via Business Wire.
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