Welcome to our dedicated page for Capstone Holding SEC filings (Ticker: CAPS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Capstone Holding Corp. (NASDAQ: CAPS) SEC filings page on Stock Titan brings together the company’s regulatory disclosures from the U.S. Securities and Exchange Commission, with AI-powered tools to help interpret complex documents. Capstone files across multiple form types, including Forms 8-K, S-1, NT 10-Q, and proxy materials such as DEF 14A, each providing different insights into its building products distribution platform and capital structure.
Current and prospective shareholders can use this page to review 8-K reports detailing material events such as acquisitions, financing agreements, credit facility changes, and preferred stock designations. For example, 8-K filings describe the purchase of Carolina Stone, the issuance and adjustment of senior secured convertible notes, the creation of Series Z 8% Non-Convertible Preferred Stock, and the extension of key financing arrangements. These documents outline transaction terms, consideration structures, and related-party exchanges that shape Capstone’s balance sheet.
The company’s Form S-1 registration statement offers a broader view of Capstone’s business description, corporate history, ownership structure, and risk factors. It explains the evolution from earlier corporate forms to the current building products distribution network centered on Instone and related stone businesses, and it describes controlled company status, emerging growth company status, and smaller reporting company status.
Periodic reporting and governance are reflected in filings such as the NT 10-Q, which explains delays in quarterly reporting and anticipated filing timelines, and the DEF 14A proxy statement, which covers director elections, auditor ratification, redomiciling from Delaware to Nevada, stock incentive plans, advisory votes on executive compensation, and related-party payment approvals.
On Stock Titan, AI-generated summaries highlight key points from each filing, helping users quickly understand transaction terms, voting outcomes, capital structure changes, and narrative disclosures without reading every page. Real-time updates from EDGAR ensure that new CAPS filings, including future 10-Q and 10-K reports, 8-Ks, and any Form 4 insider transaction reports, appear promptly, while AI tools surface material changes, governance decisions, and financial reporting notes relevant to Capstone Holding Corp.’s investors.
Capstone Holding Corp. received a Nasdaq notice on January 7, 2026 that its common stock no longer meets the exchange’s minimum bid price rule. For 30 consecutive business days, the closing bid for its shares was below the required
The company has 180 calendar days, until
The stock continues to trade under the symbol CAPS, and Capstone plans to monitor its share price and consider options to restore compliance, while cautioning that success is not assured.
Capstone Holding Corp. filed a current report stating that on December 15, 2025 it prepared and published an investor presentation outlining its 2026 strategy update. The December 2025 investor presentation is furnished as Exhibit 99.1 and is not deemed filed for purposes of Section 18 of the Exchange Act or automatically incorporated into other securities law filings unless specifically referenced. The company’s common stock, with a par value of $0.0005 per share and trading under the symbol CAPS, is listed on The Nasdaq Stock Market LLC.
Capstone Holding Corp. (CAPS) reported results from its November 18, 2025 annual stockholder meeting. Stockholders re-elected two Class I directors, each receiving about 99% of votes cast. They ratified GBQ Partners LLC as independent auditor for the fiscal year ending December 31, 2025.
Stockholders approved changing the company’s state of incorporation from Delaware to Nevada and adopted the Capstone Holding Corp. 2025 Stock Incentive Plan. They supported executive compensation in a non-binding advisory vote and chose to hold future say-on-pay votes once every three years. Stockholders also approved possible future payments to Nectarine Management LLC and authorized the potential adjournment of the meeting.
Capstone Holding Corp. (CAPS) reported higher sales but wider losses for the quarter ended September 30, 2025. Net sales rose to $13.7 million from $12.3 million a year earlier, helped by the acquisition of Carolina Stone Holdings, but gross margin slipped slightly as costs increased. Selling, general and administrative expenses climbed to $3.4 million, including heavier investor relations spending and public company costs, and transaction expenses of $0.7 million plus a $0.7 million loss on debt extinguishment pushed the quarter to a $2.0 million net loss versus a small profit in 2024.
For the first nine months of 2025, revenue was roughly flat at $34.4 million while the net loss deepened to $4.4 million from $1.5 million, driven mainly by higher overhead, transaction costs and interest on new debt. During the period Capstone completed a $3.25 million IPO, put in place a $20 million equity line, issued senior secured convertible notes with $3.0 million of initial proceeds, and bought Carolina Stone for about $4.8 million of cash, seller note and earn-out. Cash ended at $0.7 million, with $8.3 million outstanding on the revolver and $11.7 million of total long-term debt, leaving the company reliant on its asset-based credit facility and capital market access, though management believes current liquidity will support at least the next year.
Capstone Holding Corp. (CAPS) announced that it reported its financial results for the quarter ended September 30, 2025 through a press release dated November 17, 2025, which is furnished as Exhibit 99.1 to this report. The company also disclosed that on the same day it inadvertently sent this press release to its email distribution list before the official issuance. The information in Items 2.02 and 7.01, including Exhibit 99.1, is being furnished rather than filed, which limits its exposure to certain liabilities under the Exchange Act.
Capstone Holding Corp filed a Form 12b-25 (NT 10-Q), indicating it could not file its Quarterly Report for the period ended September 30, 2025 by the November 14, 2025 due date. The company cites delays completing its financial statements and other disclosures, and notes its independent registered public accounting firm needs additional time to complete its review.
Capstone anticipates filing the Quarterly Report no later than the fifth calendar day following the prescribed filing date.
Capstone Holding Corp. completed its acquisition of the Carolina Stone Companies, purchasing all membership interests pursuant to a previously announced agreement. The aggregate purchase price includes $2,625,000 in cash, a $1,250,000 seller note, and an additional amount under an earn-out agreement.
The Company transferred $2,501,500 in cash at closing after a $123,500 preliminary working capital adjustment. Under the agreement, Capstone has 120 days from closing to finalize the net working capital adjustment, after which any payment or adjustment will be made under the contract terms. The Carolina Stone Companies operate showrooms, warehouses, and staging yards to sell and distribute stone products and provide installation services for residential and commercial properties.
The filing also includes audited financial statements of Carolina Stone Holdings for the year ended December 31, 2024, unaudited financials for the six months ended June 30, 2025, and unaudited pro forma combined financial statements.
Capstone Holding Corp. filed a resale registration on Form S‑1 covering up to 4,306,664 shares of common stock. These shares are issuable upon conversion of a senior secured convertible note with $3,545,712.42 principal at a fixed conversion price of $1.10 per share, and may be sold from time to time by the selling stockholder, 3i, LP.
The Company is not selling shares in this registration and will not receive proceeds from any resale; it may receive proceeds from sales of the Convertible Notes under the purchase agreement. Common stock outstanding was 7,906,205 shares before the offering and would be 12,212,869 shares after assumed conversion. The shares trade on Nasdaq as “CAPS”; the closing price was $1.14 on October 22, 2025. The filing notes a 4.99% beneficial ownership cap (at the holder’s election, up to 9.99%) and that stockholders approved an issuance above the Nasdaq 19.99% cap on July 26, 2025. Sales may occur in public or private transactions at market-related or negotiated prices as described under Plan of Distribution.
Capstone Holding Corp. entered into a financing and issued a second senior secured convertible note with an original principal amount of $3,545,712.42. The company received $3,250,000 in gross proceeds from this note, which bears 7.0% annual interest and will be repaid in equal quarterly installments.
The note is initially convertible into common stock at $1.10 per share, subject to its terms. Capstone plans to file a registration statement covering the resale of shares issued or issuable under the note. Until that registration is effective, if Capstone sells stock under a permitted at‑the‑market program or its Tumim Stone Capital agreement, the buyer may require up to 100% of such gross proceeds to redeem the remaining conversion amount; after April 22, 2026, up to 50% may be used similarly. A beneficial ownership cap limits issuances that would take the buyer above 4.99%, with an option to increase to 9.99%. Joseph Gunnar & Co., LLC served as sales agent and received a cash fee equal to 7% of gross proceeds. The placement relied on Section 4(a)(2) and Rule 506(b).
Capstone Holding Corp. disclosed a material transaction and related corporate actions in an 8-K. The filing references a Certificate of Designation establishing Series Z 8% Non-Convertible Preferred Stock and an Exchange Agreement among Capstone Holding Corp., BP Peptides, LLC, and Brookstone Partners Acquisition XXI Corporation dated
The document is brief and focuses on the corporate instruments and agreement dates rather than specific economic terms or financial effects; no revenue, expense, or per-share details are included in the disclosed text.
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