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. filed an amended report to add detailed financial statements for its newly acquired subsidiary, Fraser Canyon Holdings Inc. (FCHI), and unaudited pro forma combined results. FCHI, a North American stone products distributor, generated $16.4 million in net revenue and $18,474 of net income in 2024, with a comprehensive loss driven by currency translation. For the nine months ended September 30, 2025, FCHI reported $11.7 million in net revenue and $478,470 of net income.
The filing also outlines Capstone’s December 1, 2025 acquisition structure, including an asset purchase of Continental Stone Industries and a share purchase of FCHI, with total preliminary consideration of about $6.9 million split among cash, seller notes, and an earn-out. To help finance the deal, Capstone issued a $3.55 million senior secured convertible note with 7% interest and gross proceeds of $3.25 million, and later reduced the conversion price on part of that note. Pro forma schedules show how FCHI and the earlier Carolina Stone Holdings acquisition would have affected Capstone’s 2024 and year‑to‑date 2025 results.
Capstone Holding Corp. obtained written consent from holders of approximately 53.79% of its voting power to approve, for Nasdaq Listing Rule 5635(d) purposes, the potential issuance of 20% or more of its common stock under an existing financing.
The company entered into a Securities Purchase Agreement with 3i, LP for up to
Capstone agreed to reserve 8,613,328 shares of common stock to cover conversions of the Note and previously issued 333,334 shares to 3i. Shareholders are not being asked to vote or return proxies; the consented Proposal becomes effective at least 20 days after mailing of this information statement.
Capstone Holding Corp. obtained written consent from shareholders holding approximately 53.79% of its voting power to approve a financing-related proposal without a meeting. The approval covers issuing 20% or more of the company’s common stock under a senior secured convertible note financing with 3i, LP, as required by Nasdaq Listing Rule 5635(d).
The company previously entered into a Securities Purchase Agreement authorizing up to $10,909,885 in senior secured convertible notes with an 8.34% original issue discount, including a Note of about $3,545,712.42. From the initial closing, Capstone received gross proceeds of $6,250,000. The Note is convertible into common stock at prices initially set at $1.10 per share, with part of the principal later reduced to a $0.75 conversion price.
The company agreed to reserve 8,613,328 shares of common stock for potential conversions and had already issued 333,334 shares to 3i within a 19.99% Nasdaq exchange cap. The approved proposal allows future issuances to 3i under the agreement, which the company acknowledges will dilute existing shareholders’ ownership and voting power and may increase the number of shares available for sale in the market.
Capstone Holding Corp. filed a current report to note that it has prepared, published, and distributed a frequently asked questions (FAQ) document addressing questions received from its investors. The FAQ was made available on the Company’s Investor Relations website and is attached as Exhibit 99.1.
The Company states that the information in this investor FAQ and the related disclosure is furnished under Regulation FD, not filed for purposes of the Exchange Act, and will not be automatically incorporated into other securities filings unless specifically referenced.
Capstone Holding Corp. disclosed that its operating company, TotalStone, LLC, entered into a conditional fee waiver and deferral agreement on January 21, 2026. Under this agreement, related party Brookstone Partners IAC agreed to waive management and consulting fees of
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.