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.
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. amended and restated its common stock purchase agreement with an accredited investor, maintaining an equity line financing of up to $20,000,000 in aggregate gross purchase price of newly issued common shares. The new agreement replaces the prior VWAP purchase structure with two time-bracketed options, Pre-Market VWAP Purchases and Intraday VWAP Purchases, each priced at 97% of the volume-weighted average price during the applicable valuation period and capped at the lesser of 1,000,000 shares or 25% of trading volume for that period. Capstone can set minimum price thresholds that, if breached, end the purchase window. The company previously registered 4,975,197 shares for this facility, of which 1,543,400 shares had been issued by late May 2026. The equity line relies on private offering exemptions under Section 4(a)(2) and Rule 506(b), with Joseph Gunnar & Co. as placement agent earning a 7.0% cash fee on gross proceeds from each drawdown.
Capstone Holding Corp. reported higher net sales but continued losses for the quarter ended March 31, 2026. Net sales rose to $12.6 million from $7.9 million a year earlier, driven by acquisitions and growth in stone distribution and installation.
Gross profit increased to $3.0 million, but higher selling and administrative costs of $4.5 million led to an operating loss of $1.5 million and a net loss of $1.9 million, or $(0.21) per share. Operating cash flow was negative $2.8 million, and cash declined to $419 thousand.
Capstone ended the quarter with $53.8 million in assets, including $18.5 million of goodwill, and total debt of about $13.2 million plus $12.7 million drawn on revolving credit facilities. Recent Carolina Stone and Fraser Canyon acquisitions contributed a combined $4.9 million of Q1 2026 revenue.
The company is not currently in compliance with Nasdaq’s $1.00 minimum bid price rule and faces upcoming debt maturities and recurring losses. Management plans to use a $20.0 million equity line of credit, banking facilities, cost measures, and a potential reverse stock split to support liquidity and maintain its listing, and concludes these plans alleviate substantial doubt about continuing as a going concern.
Capstone Holding Corp. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and requested relief under Rule 12b-25. The company states a delay in completing financial statements and expects to file the Quarterly Report within the extension period permitted under Rule 12b-25.
The notice states the Registrant expects a significant change in results for the three months ended March 31, 2026 driven by acquisitions completed in 2025 — Carolina Stone Holdings, LLC on August 22, 2025 and Fraser Canyon Holdings Inc. and substantially all assets of Continental Stone Industries, Inc. on December 1, 2025. The company says inclusion of a full quarter from the acquired businesses will increase net sales, cost of goods sold, gross profit, operating expenses, amortization of intangible assets and interest expense; full results will be provided in the delayed Quarterly Report.
Capstone Holding Corp. is asking stockholders to approve several governance and capital structure items at its June 18, 2026 virtual annual meeting. Holders of 16,888,500 votes across common and preferred stock will elect Class I and Class II directors and ratify GBQ Partners LLC as auditor for 2026.
Stockholders are also being asked to approve a reverse stock split of the common stock at a ratio between 1‑for‑5 and 1‑for‑50 to help address Nasdaq’s $1.00 minimum bid price requirement, and to expand the 2025 Stock Incentive Plan’s equity pool from 21.5% to 35% of common shares outstanding each quarter.
The proxy details director and executive backgrounds, board committee composition, executive pay, substantial related‑party arrangements with Brookstone‑affiliated entities, and a large March 30, 2026 grant of 1,995,000 restricted shares at $0.649 per share to management and directors.
Capstone Holding Corp. published an investor FAQ and press release outlining major progress on its capital structure and reaffirming strong FY2026 guidance. As of May 1, about 72% of the original $6.82 million convertible-note principal has been converted, leaving $1.90 million outstanding.
The company reiterates FY2026 targets of $72.1 million in revenue, up 54%, gross profit of approximately $18.7 million, up 73%, and EBITDA of about $3.8 million, an estimated 322% year-over-year increase, with a positive EBITDA run-rate expected beginning in Q2. Management also highlights leverage from recent acquisitions, AI-driven cost savings, and active efforts to extend key working-capital facilities.
Capstone Holding Corp. is soliciting proxies for its 2026 Annual Meeting to be held virtually on June 18, 2026. The Board set April 22, 2026 as the record date; there were 16,888,500 votes outstanding as of that date. Key items for stockholder approval include the election of directors, ratification of GBQ Partners LLC as auditor, a proposed reverse stock split at a ratio of 1-for-5 to 1-for-50 (board may decide ratio and timing within 12 months), an amendment to increase the 2025 Stock Incentive Plan pool from 21.5% to 35% of outstanding common shares, and authorization to adjourn to solicit additional proxies. The reverse split is presented as a potential means to regain Nasdaq compliance with the $1.00 minimum bid price requirement.
Capstone Holding Corp. Schedule 13G/A reports joint filing by 3i, Tumim Stone Capital LLC, 3i Management LLC and Maier Joshua Tarlow describing beneficial ownership tied to warrants and convertible notes. The filing bases percentages on 11,453,707 shares outstanding as of April 15, 2026.
The reporting persons state combined beneficial ownership of 1,271,220 shares attributable to 3i (issuable upon warrant exercises and note conversions), and Tumim beneficially owns 47,800 shares. The filing explains interaction of a 4.99% and a 9.99% beneficial‑ownership limitation that governs exercises/conversions and limits issuances.
Capstone Holding Corp. filed an amendment to its annual report for the year ended December 31, 2024 to correct headings on key financial statements. The amendment removes an inadvertent “unaudited” label from the consolidated balance sheets, statements of operations and cash flows, which are fully audited.
The company distributes masonry stone products through subsidiary TotalStone. For 2024, Capstone reported net sales of $44.9 million, gross profit of $9.6 million, and a net loss attributable to common stockholders of $5.5 million. Total assets were $47.2 million, including $23.3 million of goodwill and $9.6 million of inventories with a $576,000 reserve for slow-moving and obsolete stock.
Operating activities generated $3.8 million of cash in 2024, while financing activities used $3.7 million, leaving year-end cash of $11,000. Subsequent to year-end, Capstone completed a public offering of 1,250,000 shares at $4.00 per share, raising net proceeds of about $3.48 million, and restructured TotalStone’s equity, exchanging preferred interests for common stock.
Capstone Holding Corp. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025. The amendment’s sole purpose is to include a revised Consent of Independent Registered Public Accounting Firm with a correct list of registration statement numbers and updated CEO/CFO certifications.
The company states that this amendment does not modify or update its previously reported financial position, results of operations, cash flows, or other disclosures, and does not reflect events after the original report. As of April 15, 2026, Capstone had 11,453,707 shares of common stock outstanding.