The U.S. Securities and Exchange Commission charged Netcapital with securities fraud in a civil complaint filed in Boston, alleging the Boston-based fintech improperly recorded nearly $14 million of sham consulting-agreement revenue tied to John Fanning, a Napster co-founder who created the Netcapital brand. The SEC said some agreements were forged, the alleged scheme allowed Netcapital to more than quadruple reported revenue while raising millions from investors, and defendants include Fanning and Netcapital chief financial officer Coreen Kraysler. Netcapital said the allegations have not been adjudicated, that the complaint also names certain current and former directors, officers, and other individuals, and that it will review the case over the next seven to ten days before updating shareholders. The company said it will not argue the allegations publicly while litigation is pending and separately reiterated risks related to Nasdaq listing compliance, including a February 1, 2027 deadline to regain compliance with stock price rules.