Capstone Holding Corp. SEC Filings

Capstone Holding Corp. files a definitive proxy seeking shareholder approval to re-domicile from Delaware to Nevada by merging into a newly formed Nevada subsidiary, CAPS-NV, with one-for-one conversion of existing common and Series B preferred shares. The proxy describes director classes, director biographies, executive officer arrangements and a CEO employment agreement that provides a lump-sum payment equal to three years' base salary and target bonus on certain terminations and 12 months of paid health coverage. It discloses related-party arrangements involving Brookstone XXI, formation of Capstone Beta LLC, an $8.0 million promissory note from Beta and a limited payment guaranty by Capstone capped at $800,000; Capstone recorded a $7.2 million gain in connection with reducing an equity investment to zero. The proxy notes potential anti-takeover effects under Nevada law and recommends a three-year frequency for the advisory say-on-pay vote.

Capstone Holding Corp. requests stockholder approval on several material items at its November 18, 2025 annual meeting. The Board recommends electing two Class I directors (Fredric J. Feldman, Ph.D. and Elwood D. Howse, Jr.) to one-year terms, ratifying GBQ Partners LLC as independent auditors, approving a re-domicile from Delaware to Nevada by merger, and adopting the 2025 Stock Incentive Plan. The proxy also seeks non-binding advisory approval of named executive officer compensation and the frequency of such votes, and approval of possible future payments to Nectarine Management LLC, which would permit consent fees of 0.25%–2% of transaction value and reimbursement of legal fees up to $50,000 for certain transactions. The document includes detailed governance provisions for newly designated Series B Preferred Stock, conversion mechanics tied to a $40 hurdle price and specified formulas, liquidation preferences, and broad authority for the board to issue preferred series and set terms.

Capstone Holding Corp. mailed a definitive information statement seeking shareholder approval for share reserves and waivers tied to an Equity Line of Credit (ELOC) and a Convertible Note. Record dates for voting are July 9, 2025 (ELOC) and July 26, 2025 (Convertible Note). Consenting shareholders controlling approximately 73.45% of voting power approved the ELOC and Convertible Note issuance proposals by written consent, but each proposal will not be effective until at least 20 days after mailing. A registration statement (File No. 333-287745) effective June 11, 2025, registered 5,190,251 shares (215,054 Commitment Shares and 4,975,197 Equity Line Securities). A separate registration (File No. 333-289222) effective August 15, 2025, registered 4,081,672 shares issuable on conversion of the Convertible Note. The ELOC Exchange Cap limits issuance to 19.99% of common stock unless waived; purchaser ownership limits reference 4.99% caps adjustable to 9.99%.

Capstone Holding Corp. (CAPS) filed a Preliminary Information Statement describing shareholder approvals and related reserve actions tied to two financing arrangements: an equity line purchase agreement (ELOC) and a convertible note. The filing notes registration statements that together register 5,190,251 shares for ELOC purposes (including 215,054 Commitment Shares and 4,975,197 Equity Line Securities) and 4,081,672 shares issuable upon conversion of the Convertible Note. Consenting shareholders holding approximately 73.45% of voting power approved the ELOC Issuance Proposal (consent dated July 9, 2025) and the Convertible Note Share Issuance Proposal (consent dated July 26, 2025). Certain issuance caps are described: an ELOC Exchange Cap limiting initial issuance to 19.99% of outstanding common stock without shareholder approval, and beneficial ownership limits of 4.99% (up to 9.99% if increased). The proposals are subject to a statutory 20-day effectiveness period after mailing the Information Statement.

Capstone Holding Corp. announced it entered a membership interest purchase agreement to acquire Carolina Stone Holdings, LLC and its subsidiary Carolina Stone Distributors, LLC. The agreed consideration consists of $2,625,000 in cash (subject to adjustment), a seller note of $1,250,000 in original principal, and additional payments under an earn-out agreement. The sellers include D22L, Inc., and named individuals David Clary and Stuart Powell.

The filing lists customary transaction risks explicitly: potential unexpected costs or delays, competing proposals, unmet closing conditions or required consents, possible litigation or financing needs, and the risk that Capstone’s stock price could decline if the acquisition is not completed. The disclosure references additional risk factors in the company’s SEC reports.

Capstone Holding Corp. entered into a securities purchase agreement to issue senior secured convertible notes in an aggregate original principal amount of up to $10,909,885. The notes carry an 8.34% original issue discount and are convertible into the company's common stock, $0.0005 par value, at an initial conversion price of $1.72 per share. The first note issued had an original principal amount of approximately $3,272,966.

The structure provides immediate financing through secured convertible debt while allowing conversion into equity under specified terms. Key contractual terms disclosed include the aggregate principal cap, the original issue discount, the initial conversion price, and that the notes are senior and secured.

Capstone Holding Corp. (CAPS) reported interim financial and restructuring disclosures showing significant financing activity, elevated leverage, and continued operating losses. The report discloses a public offering of 1,250,000 shares at $4.00 generating approximately $3,252,000 net proceeds, Convertible Notes issued with an aggregate principal of $10,909,885 (initial note ~$3,272,966) convertible at $1.72 per share, and a line of credit balance of $8.7 million at June 30, 2025 (up from $6.3 million at December 31, 2024) with maturity December 17, 2025. TotalStone restructuring resulted in issuance of 3,782,641 common shares representing ~96% of outstanding shares on the Restructuring Date and changes in ownership percentages among related parties. The company reported operating losses and negative earnings per share figures including $(0.13) and $(8.43) per share in cited periods and disclosed long-term debt of $5.8 million with $2.9 million current portion. Supplemental details include depreciation, inventory reserves ($596k at June 30, 2025), lease liabilities and various amendment fees and accrued interest balances.

Capstone Holding Corp. submitted a Form NT 10-Q notice for the period ended June 30, 2025 indicating the periodic report will be filed late under Rule 12b-25. The notice confirms that all other required periodic reports for the prior 12 months have been filed and that no significant change in results of operations is anticipated for the reporting period. The form names Matthew E. Lipman as the signer, identified as Chief Executive Officer, and includes a date of August 15, 2025. The company provided a contact line for questions about the notification. This is a timing/filing notice, not the substantive quarterly report itself.