# Investors file class action against Netcapital over alleged sham consulting revenue URL: https://www.financialadvsr.com/article/investors-file-class-action-against-netcapital-over-alleged-sham-consulting-588856 Published: October 10, 2026 By: Nora Kessler, Practice & Technology Correspondent Section: News Publisher: Financial ADVSR (https://www.financialadvsr.com) A securities class action filed in Massachusetts federal court follows an SEC case and alleges Netcapital booked nearly $14 million of fabricated consulting revenue, inflating its reported revenue by about 345 percent. Investors have filed a securities class action against crowdfunding platform operator Netcapital, alleging the company padded its revenue through sham consulting agreements. InvestmentNews reported that the suit was filed October 8, 2026, in U.S. District Court in Massachusetts. According to InvestmentNews, the complaint alleges Netcapital fabricated nearly $14 million in consulting revenue using backdated and allegedly forged agreements. The outlet reported that the alleged sham revenue inflated the company's revenue by roughly 345 percent. The suit covers investors who bought Netcapital securities between December 15, 2021, and September 3, 2026. The complaint names Netcapital Inc. and four individual defendants, InvestmentNews reported: the company's chief financial officer, two successive chief executive officers, and a board advisor whom the SEC has described as a control person. All of these are allegations; the sources do not report any court findings. The lawsuit builds on an SEC enforcement action filed August 10, 2026. According to InvestmentNews, the SEC alleged a scheme to overstate revenue through sham, backdated and in some cases forged consulting agreements between Netcapital's advisory subsidiary and at least eleven companies controlled by a board advisor. Bloomberg Law reported that the SEC put the overstatement at 345 percent from October 2021 through January 2024. InvestmentNews has separately reported on the SEC's allegations. The agency says the consulting arm, Netcapital Advisors, helped startups prepare for crowdfunding raises and signed deals with at least eleven startups, each agreeing to pay between $1 million and $2 million in equity. The SEC says the board advisor secretly controlled those startups. Bloomberg Law identified that advisor as John Fanning, a founding chairman of Napster, and reported that he allegedly controlled shell companies that entered the deals. InvestmentNews reported that the SEC says Fanning acted as a Netcapital officer while the company labeled him only an advisor. Netcapital's own SEC filings point to earlier warning signs. In a 10-Q filing, the company disclosed that it and certain individuals received Wells Notices from SEC staff, which state a preliminary determination to recommend enforcement action for alleged violations of Section 17(a) of the Securities Act and several provisions of the Securities Exchange Act. A Wells Notice is not a finding of wrongdoing. On company background, InvestmentNews describes Netcapital as operating an SEC-registered funding portal that helps small companies raise capital through internet-based crowdfunding. Its stock trades on Nasdaq under the ticker NCPL. Crunchbase lists a Boston headquarters and says the company was formed in 2014 by Jason Frishman. An SEC filing describes a model built on Title III, Regulation Crowdfunding, of the JOBS Act, allowing private companies to raise money online from accredited and nonaccredited investors. One investor-focused site, Angel Investors Network, reported that investors put more than $25.6 million into Netcapital's own securities offerings during the period of alleged overstatement. Defense World reported that Wall Street Zen downgraded the stock to strong sell on October 10, 2026, and put its market capitalization at $8.95 million. Netcapital's responses to the SEC action and the lawsuit were not included in the material reviewed. Key facts: - Class action filed October 8, 2026, in U.S. District Court in Massachusetts (InvestmentNews). - Class period runs from December 15, 2021, to September 3, 2026 (InvestmentNews). - Complaint alleges nearly $14 million in fabricated consulting revenue, about 345 percent of reported revenue (InvestmentNews). - SEC action filed August 10, 2026, alleges deals with at least eleven companies controlled by a board advisor (InvestmentNews). Why it matters: Crowdfunding portals and the issuers that use them depend on trust in the platform operator's disclosures. Advisors whose clients hold small-cap or private offerings should note how revenue claims can be tested through SEC and private litigation. The allegations remain unproven. Sources: - InvestmentNews: https://www.investmentnews.com/regulation-legal-compliance/investors-accuse-netcapital-of-inflating-revenue-through-sham-deals/268558 - investmentnews.com: https://www.investmentnews.com/regulation-legal-compliance/investors-accuse-netcapital-of-inflating-revenue-through-sham-deals/268558 - investmentnews.com: https://www.investmentnews.com/regulation-legal-compliance/sec-accuses-crowdfunding-firm-netcapital-of-inflating-revenue-by-345-percent/267776 - news.bloomberglaw.com: https://news.bloomberglaw.com/securities-law/fintech-netcapital-inflated-revenue-with-fake-deals-sec-says - superpowers4good.com: https://www.superpowers4good.com/p/netcapital-investors-should-act-nowbefore - angelinvestorsnetwork.com: https://angelinvestorsnetwork.com/regulatory-compliance/netcapital-sec-fraud-reg-cf-platform-red-flags - hannahhowell.com: https://hannahhowell.com/john-fanning-rigged-netcapitals-books-with-deals-he-secretly-owned/