Capstone Holding Corp. SEC Filings

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 September 30, 2025. The filing also lists a Press Release dated October 1, 2025 and an interactive data file, and is signed by Matthew E. Lipman, Chief Executive Officer.

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.

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.