Capstone Holding Corp. filings document the regulatory record for a Nasdaq-listed emerging growth company operating a tech-enabled building products distribution platform. Its reports cover common stock listing details, convertible-note financing, working-capital and capital-structure disclosures, Regulation FD updates tied to investor FAQs and operating outlooks, and amendments to material-event reports.
Proxy and current-report filings address director elections, auditor ratification, a proposed reverse stock split authorization, related-party fee waiver and deferral arrangements, acquisition activity involving operating subsidiaries such as TotalStone and InStone Canada, delayed annual-report notice, and Nasdaq continued-listing matters.
Capstone Holding Corp. is registering up to 333,333 common shares for resale by Tumim Stone Capital; the shares are issuable to Tumim under an amended equity line agreement, and sales may occur after the registration statement becomes effective. Capstone will receive no proceeds from Tumim’s resales. Separately, it may receive up to $18.3 million in gross proceeds from share sales it elects to make to Tumim after initial satisfaction of all agreement conditions; it reported approximately $1.7 million in gross proceeds received from June 2025 through October 22, 2026.
The agreement permits up to $20.0 million in aggregate purchases. Capstone’s common stock underwent a 1-for-30 reverse split effective October 19, 2026. Capstone reported that its June 30, 2026 statements initially indicated substantial doubt about continuing as a going concern within one year; management concluded its plans and resources, including the equity line, alleviate that doubt. The senior secured convertible note matured October 22, 2026; Capstone says 3i, LP treated an Event of Default as having occurred and converted part of the note, but has not demanded payment. Capstone reported market value of its listed securities of approximately $2.5 million as of October 29, 2026; a Nasdaq rule tied to value below $5 million for 30 consecutive business days remains stayed and is not currently operative.
Capstone Holding Corp. implemented a 1-for-30 reverse stock split of its common stock effective October 19, 2026, at 12:01 a.m. Eastern time. The company’s outstanding common stock declined from approximately 27,536,950 shares as of October 8, 2026, to approximately 917,898 shares. Trading began on a split-adjusted basis at market open on October 19, with the same CAPS ticker.
Stockholders approved a ratio range of 1-for-5 to 1-for-50 on June 18, 2026, and the board selected 1-for-30. No fractional shares will be issued; holders otherwise entitled to fractions will receive cash in lieu based on the $2.72 closing price on the effective date. The split does not affect the authorized common share count, par value, or common stock rights and preferences. Exercise and conversion prices and share counts for outstanding equity awards, warrants, and the senior secured convertible note, as well as shares under the company’s equity plans, will be adjusted under the applicable securities and plan terms.
Capstone Holding Corp. (CAPS) completed its change of incorporation from Delaware to Nevada at 12:01 a.m. Pacific Time on October 9, 2026, through a merger into its wholly owned Nevada subsidiary, which survived. The market effective date is October 15, 2026.
Each outstanding common and preferred share converted into one share of the corresponding Nevada-company class. Options, warrants, equity awards and other securities converted into corresponding instruments covering an equivalent number of shares. Shareholders do not need to exchange certificates; existing certificates represent the same number of shares. Stockholder rights are now governed by Nevada law and the Nevada company’s charter and bylaws, and differ in some respects from the prior Delaware framework. The predecessor’s officers and directors continued in those roles after the merger.
Capstone Holding Corp. (CAPS) reported preliminary July–August 2026 results, with organic revenue up 7.6% year over year to approximately $14.0 million and organic gross profit up 6.5% to $3.5 million. Through August 31, year-to-date organic revenue rose 4.6% to approximately $48.1 million, while organic gross profit increased 6.5% to $12.5 million. These non-GAAP measures include Instone, Carolina Stone and Canadian Stone Industries on a comparable basis, as if each had been owned throughout both periods.
The figures cover July and August only, exclude September and are preliminary, unaudited, and subject to completion of financial closing procedures; full third-quarter results may differ. The 2025 comparative results for Carolina Stone and Canadian Stone Industries before acquisition are taken from the sellers’ records and were not audited or reviewed by Capstone’s independent registered public accounting firm. Capstone said it may provide interim updates at its discretion but does not intend to do so on a fixed schedule.
Capstone Holding Corp. (CAPS) reports that shareholders holding approximately 56.4% of voting power approved two proposals by written consent on August 7, 2026. One would reduce authorized common stock to 5,000,000–15,000,000 shares and authorized preferred stock to at least the number issued and outstanding plus designated but unissued shares, up to 5,500,000; the Board will set the exact amounts when the amendment is filed and may abandon the decrease before filing.
The other authorizes exchanges of Series Z 8% Non-Convertible Preferred Stock, including shares issued as dividends, and accrued management fees owed to Brookstone Partners IAC, Inc. for up to 15,750,000 common shares, priced at 103% of the Nasdaq Official Closing Price on the preceding trading day. Exchanges may occur within twelve months of the consent, with an 18-month lock-up for recipients. None had been consummated as of the statement date. The proposals become effective no earlier than 20 calendar days after mailing, expected on or about October 6, 2026. Capstone says exchange issuances would dilute existing ownership and voting power; it identifies Chief Executive Officer Matthew E. Lipman and Chairman Michael Toporek as having interests in the exchanges.
Capstone Holding Corp. (CAPS) said conversions of its convertible notes have retired approximately 85% of the original $6.82 million principal, leaving a $1,000,000 balance. The first of two notes, originally issued in July 2025, is fully retired; only the October 2025 note remains outstanding.
As of September 28, 2026, Capstone had 26,384,119 common shares issued and outstanding, compared with 20,578,551 shares reported as outstanding as of August 10, 2026. The stated increase of 5,805,568 shares comprises 2,446,825 shares issued upon conversion of senior secured convertible notes and 3,358,743 shares issued under its equity line of credit with Tumim Stone Capital, LLC.
Management identified eliminating the remaining convertible debt and strengthening the underlying business as priorities. The company also said it delivered its strongest quarter in years, that organic growth significantly outpaced the broader building products market, and that it is in its peak selling period.
Capstone Holding Corp. (CAPS) obtained written consent from holders of approximately 56.4% of its voting power to approve two actions: a decrease in authorized share counts and a related-party exchange of preferred stock and management fees into common stock. The authorized share amendment permits the Board, within twelve months, to reduce authorized common shares to between 5,000,000 and 15,000,000 and authorized preferred shares to between the then-outstanding plus designated-but-unissued amount and 5,500,000, and may be abandoned by the Board before filing.
The exchange proposal authorizes settlement of all outstanding Series Z 8% Non-Convertible Preferred Stock and over $1.0 million of accrued management fees owed to Brookstone Partners IAC, Inc. through issuance of up to 15,750,000 common shares, priced at 103% of the Nasdaq Official Closing Price before each exchange, in one or more transactions over twelve months. Each recipient must sign an 18‑month lock-up. The company states these exchanges will dilute existing shareholders’ ownership and voting power and may create market overhang once the lock-up expires. Both proposals are already approved; shareholders are not asked to vote and have no dissenter or appraisal rights.
Capstone Holding Corp. (CAPS) released an investor FAQ explaining its capital structure, note conversions, dilution, and funding plans. The FAQ reports that approximately 75% of the original $6.82 million convertible note principal has been retired, with about $1.72 million remaining outstanding as of August 25, 2026, and a current share count of roughly 21.75 million shares outstanding. At the new conversion price of $0.2949, the remaining principal and interest would equal about 6.18 million potential shares, or 28% of the current shares outstanding, if fully converted.
Operationally, Capstone highlights strong second-quarter performance, with net sales of $21.5 million versus $12.9 million a year earlier, gross profit of $6.0 million versus $3.1 million, and income from operations of about $0.4 million compared with a loss previously. Stone Business Adjusted EBITDA rose to $2.0 million and margin to . The company reiterates full-year targets of $72.1 million in revenue, $18.7 million in gross profit and about $3.8 million of Stone Business Adjusted EBITDA, and describes plans to fund corporate needs through subsidiary cash flows, an equity line, and eventually traditional credit while addressing going concern risks and a possible reverse stock split solely for Nasdaq bid-price compliance.
Capstone Holding Corp. reported strong preliminary results for the quarter ended June 30, 2026. Revenue rose 67% year over year to $21.5 million, while gross profit increased 92% to $6.0 million. Gross margin expanded 357 basis points to 27.9%.
The Stone Business reported Adjusted EBITDA of $2.0 million, a 9.4% margin and a $2.9 million improvement from the first quarter, marking the positive inflection management had guided. Capstone reaffirmed its FY2026 outlook for $72.1 million revenue, $18.7 million gross profit, and approximately $3.8 million Stone Business Adjusted EBITDA, and highlighted capital‑efficient organic growth, new locations, and expanded product/geographic reach as key priorities.
Capstone Holding Corp. amended its quarterly report to correct the weighted average share count and basic/diluted net loss per share for the three and nine months ended September 30, 2025. Net loss amounts, balance sheet, cash flows, and equity figures are unchanged.
For the quarter, net sales were $13.7 million and net loss attributable to stockholders was $2.0 million, or $(0.34) per share. For the nine months, net sales were $34.4 million with a $5.1 million net loss, or $(1.22) per share, compared with a $1.4 million loss in the prior-year period. Operating cash flow for the nine months was an outflow of $4.0 million.
Total assets rose to $58.5 million from $47.2 million at year-end 2024, reflecting the Carolina Stone Holdings acquisition with preliminary consideration of $4.8 million and goodwill of $2.7 million. Capstone completed an IPO raising about $3.3 million net and added senior secured convertible notes providing gross proceeds of $3.0 million in July 2025 and another $3.25 million in October 2025.
Leverage is significant, with $11.7 million of long-term debt (including current portion) and $8.3 million drawn on the revolver. Management discloses material weaknesses in internal control over financial reporting, including controls over earnings-per-share calculations and segregation of duties, though a remediation plan and added accounting staff are in place.