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0000887151
0000887151
2026-11-06
2026-11-06
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): November 6, 2026
CAPSTONE HOLDING CORP.
(Exact name of registrant as specified in its charter)
Nevada | 001-33560 | 86-0585310 |
(State or other jurisdiction
of incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
18400 76th Avenue, Tinley Park, IL 60477
(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, $0.0005 par value | 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 1.01. Entry into a Material Definitive Agreement.
First Amendment to Senior Secured Convertible Note
As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “Company”) entered into a securities purchase agreement with 3i, LP (the “Holder”), under which the Company issued, on October 22, 2025, a senior secured convertible note in the original principal amount of approximately $3,545,712, with an 8.34% original issue discount, as modified by a letter agreement entered into on February 12, 2026 (the “October 2025 Note”). As of November 6, 2026, the October 2025 Note had approximately $900,000 in principal outstanding.
On November 6, 2026, the Company and the Holder entered into a First Amendment to Senior Secured Convertible Note (the “Note Amendment”), which extends the maturity date of the October 2025 Note from October 22, 2026 to December 13, 2027. Before that date, the Holder will not enforce or collect on account of any event of default arising on or before the date of the Note Amendment, and no default interest or late charges accrue through that date on account of any such event of default. Interest for any period after October 22, 2026 accrues only on the principal outstanding. The Note Amendment also excludes from the October 2025 Note covenant prohibiting maturity or acceleration of debt prior to the maturity date of the October 2025 Note the following agreements: existing indebtedness and existing revolving credit facilities and any extension, renewal, or refinancing of such indebtedness or those facilities that does not increase the principal amount outstanding or the commitment. The Holder retains its conversion rights, including its right to convert at the Event of Default Alternate Conversion Price.
The foregoing description of the Note Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Amendment, which is filed with this report as Exhibit 10.1 and incorporated herein by reference.
Second Amendment to Amended and Restated Common Stock Purchase Agreement
As previously disclosed, the Company is party to an Amended and Restated Common Stock Purchase Agreement with Tumim Stone Capital, LLC (the “Investor”), under which the Company may sell up to $20,000,000 of its common stock to the Investor. The executed agreement is dated as of June 16, 2026 (the “A&R Purchase Agreement”) and is filed as Exhibit 10.2 hereto. It is substantively similar to the June 11, 2026 form filed with the Company’s Current Report on Form 8-K filed on June 12, 2026, except that it caps at 25% the combined purchase percentage of all purchase notices open on the same day. The A&R Purchase Agreement was amended on July 2, 2026, as reported on the Company’s Current Report on Form 8-K filed on July 6, 2026.
On November 6, 2026, the Company and the Investor entered into a Second Amendment to the A&R Purchase Agreement (the “Purchase Agreement Amendment”), which extends its term from July 1, 2027 to January 1, 2028, subject to its other termination provisions, removes its restrictions on later waivers and amendments, and waives any rights of the Investor arising from actions of the Company before the date of the Purchase Agreement Amendment that may have violated Sections 6.8 or 8.2 of the A&R Purchase Agreement.
The foregoing description of each of the A&R Purchase Agreement and the Purchase Agreement Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of each of the A&R Purchase Agreement and the Purchase Agreement Amendment, which are filed with this report as, respectively, Exhibit 10.2 and Exhibit 10.3 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On November 9, 2026, the Company issued a press release announcing the Note Amendment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language contained in such filing, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Exhibits |
10.1 | First Amendment to Senior Secured Convertible Note, dated November 6, 2026, by and between Capstone Holding Corp. and 3i, LP |
10.2 | Amended and Restated Common Stock Purchase Agreement, dated as of June 16, 2026, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC |
10.3 | Second Amendment to Amended and Restated Common Stock Purchase Agreement, dated November 6, 2026, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC |
99.1 | Press Release dated November 9, 2026 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: November 9, 2026 | Capstone Holding Corp. |
| |
| By: /s/ Matthew E. Lipman |
| Name: Matthew E. Lipman |
| Title: Chief Executive Officer |
Exhibit 99.1
Capstone Extends Convertible Note Maturity to December 2027
Extension provides additional financial flexibility following retirement of approximately 87% of original convertible note principal.
NEW YORK--(BUSINESS WIRE)--Capstone Holding Corp. (NASDAQ: CAPS), a national, technology-enabled building products distribution platform, today announced an agreement with 3i, LP to extend the maturity of its remaining convertible note from October 22, 2026, to December 13, 2027.
The note, originally issued on October 22, 2025, has approximately $0.9 million in principal outstanding. Capstone has now retired approximately 87% of the original $6.8 million in principal issued under its two convertible notes with 3i.
Under the extension agreement, interest accruing after October 22, 2026, will be calculated solely on the outstanding principal balance at the note's existing 7% annual rate. 3i has also agreed not to enforce existing defaults prior to the new maturity date, with no default interest or late charges accruing on those defaults. The note's conversion rights remain unchanged.
“This agreement underscores our lending partner’s confidence in Capstone’s financial position and allows us to move forward with greater financial flexibility and a substantially reduced convertible debt balance,” said Matthew Lipman, Chief Executive Officer. “Our priority remains growing the business, improving profitability, and creating long-term value for our shareholders.”
For additional updates, visit Capstone's Investor Relations website at www.capstoneholdingcorp.com.
About Capstone Holding Corp.
Capstone Holding Corp. (NASDAQ: CAPS) is a national, technology-enabled building products distribution platform optimizing supply chains across 38 U.S. states and Canada. Through its Instone operating platform and inventory portal, the Company aggregates and delivers proprietary stone veneer, hardscape materials, and modular masonry systems. Capstone’s model combines digital infrastructure, owned-inventory logistics, and disciplined acquisitions to drive scalable margin expansion and operating leverage across its growing platform.
Forward-Looking Statements
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These statements relate to future events and performance, including the retirement or refinancing of the Company's remaining convertible debt, financial flexibility, and operating outlook. Actual results may differ materially from those projected due to a range of factors, including but not limited to the Company's liquidity and access to capital; its ability to comply with, or obtain waivers of, financial covenants; the refinancing or repayment of indebtedness as it matures; conditions that may raise substantial doubt about the Company's ability to continue as a going concern; macroeconomic conditions; and other execution risks. Please review the Company's filings with the SEC for a full discussion of these and other risk factors. Capstone undertakes no obligation to revise forward-looking statements except as required by law.
Investor Contact
Investor Relations
Capstone Holding Corp.
investors@capstoneholdingcorp.com
www.capstoneholdingcorp.com
Source: Capstone Holding Corp.
