Capstone warned on Nasdaq $1 bid price rule

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.

Rhea-AI Filing Summary

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 $1.00 per share for continued listing on The Nasdaq Capital Market.

The company has 180 calendar days, until July 6, 2026, to regain compliance, which would occur if the bid price closes at or above $1.00 for at least 10 straight business days. If it still fails to meet the standard, Capstone may receive an additional 180-day grace period if it satisfies other Nasdaq listing criteria; otherwise, its stock could be delisted.

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.

Positive

• None.

Negative

• Nasdaq bid-price deficiency and delisting risk: Capstone’s stock has stayed below the $1.00 minimum bid for 30 consecutive business days, triggering a Nasdaq notice and creating a defined timeline after which its shares could be delisted if compliance is not restored.

Insights

Equity markets and listing standards analyst

Nasdaq bid-price deficiency raises delisting risk for Capstone.

Capstone Holding Corp. has fallen out of compliance with Nasdaq’s minimum bid price requirement after 30 consecutive business days with a closing bid under $1.00. Nasdaq has sent a formal deficiency notice, but the stock remains on The Nasdaq Capital Market while the company works within the grace period.

The company has 180 calendar days, until July 6, 2026, to achieve at least 10 straight trading days with a closing bid of $1.00 or more. If it meets other initial listing standards, it may qualify for an additional 180-day extension; otherwise, Nasdaq may move toward delisting the shares from the market.

Management states it will monitor the share price and may consider options to regain compliance, while explicitly warning there is no assurance it will succeed. The eventual outcome depends on both market trading in the stock and any actions the company chooses to take under Nasdaq’s rules.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nasdaq notify Capstone Holding Corp. (CAPS) about?

Nasdaq informed Capstone Holding Corp. that its common stock no longer meets the minimum $1.00 per share bid price required for continued listing on The Nasdaq Capital Market after 30 consecutive business days below that level.

How long does Capstone have to regain Nasdaq bid-price compliance?

Capstone has 180 calendar days, until July 6, 2026, to regain compliance by achieving a closing bid of at least $1.00 per share for a minimum of 10 consecutive business days.

Can Capstone receive more time from Nasdaq if it still does not meet the $1.00 bid requirement?

If Capstone does not regain compliance by July 6, 2026, it may qualify for an additional 180-day period if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except the bid-price rule, and if it informs Nasdaq of its plan to cure the deficiency.

What happens if Capstone cannot regain compliance with Nasdaq’s minimum bid price?

If Capstone fails to meet the minimum bid price requirement and does not qualify for or use any additional compliance period, Nasdaq may move to delist the company’s securities from The Nasdaq Capital Market after providing notice.

Is Capstone’s common stock still trading on Nasdaq after the deficiency notice?

Yes. The Nasdaq letter has no immediate effect on the listing, and Capstone’s common stock continues to trade on The Nasdaq Capital Market under the symbol “CAPS” at this time.

What actions does Capstone plan to take to address the Nasdaq bid-price issue?

Capstone states that it intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance, while cautioning that there is no assurance it will be able to do so.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/09/2026 - 05:15 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 7, 2026

CAPSTONE HOLDING CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-33560		86-0585310
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

5141 W. 122nd Street

Alsip, IL 60803

(Address of principal executive offices)

Registrant’s telephone number, including area code: (708) 371-0660

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0005 per share		CAPS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On January 7, 2026, Capstone Holding Corp. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol “CAPS” at this time.

In accordance with Nasdaq Listing Rule 5810(c)(3)(a), the Company has been given 180 calendar days, or until July 6, 2026, to regain compliance with the Minimum Bid Price Requirement. If at any time before July 6, 2026, the bid price of the Company’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance.

If the Company does not regain compliance with the Minimum Bid Price Requirement by July 6, 2026, the Company may be eligible for an additional 180 calendar day period to regain compliance. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, except for the Minimum Bid Price Requirement. In addition, the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities are subject to delisting.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement or will otherwise be in compliance with other Nasdaq Listing Rules.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates, expectations and projections at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described in this press release including those risks that may be included in the periodic reports and other filings that the Company files from time to time with the U.S. Securities and Exchange Commission. Forward-looking statements included in this Current Report on Form 8-K speak only as of the date each statement is made. Neither the Company nor any person undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 9, 2026	Capstone Holding Corp.
	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

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