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Capstone Holding (OTC: CAPS) amends $3.27M note terms

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Capstone Holding Corp. entered into a First Amendment with its institutional investor to its July 2025 senior secured convertible note, extending the note’s maturity date from July 29, 2026 to August 29, 2026. The amendment applies specifically to this July 2025 Convertible Note.

That note was issued on July 29, 2025 under a securities purchase agreement authorizing up to $10,909,885 in senior secured convertible notes, each issued with an 8.34% original issue discount. The July 2025 Convertible Note has an original principal amount of approximately $3,272,966.

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Aggregate principal of Convertible Notes $10,909,885 Maximum original principal amount authorized under securities purchase agreement dated July 29, 2025
Original issue discount 8.34% Discount on each senior secured convertible note under the Purchase Agreement
July 2025 Convertible Note principal $3,272,966 Approximate original principal of first Convertible Note issued July 29, 2025
Maturity date extension From July 29, 2026 to August 29, 2026 Revised maturity of July 2025 Convertible Note under First Amendment dated July 29, 2026
senior secured convertible notes financial
"authorized the issuance of senior secured convertible notes to the Buyer"
A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.
original issue discount financial
"each such note being issued with a 8.34% original issue discount"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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

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FAQ

What material agreement did Capstone Holding (CAPS) report?
Capstone Holding reported a First Amendment to its July 2025 senior secured convertible note with an institutional investor, extending that note’s maturity. The amendment modifies terms of an existing Material Definitive Agreement rather than creating a new financing structure.

How did the First Amendment affect CAPS’s July 2025 Convertible Note maturity?
The First Amendment extends the July 2025 Convertible Note’s maturity date from July 29, 2026 to August 29, 2026. This provides an additional month before the senior secured convertible note becomes due under its existing financing arrangement.

What is the total principal authorized under CAPS’s convertible note purchase agreement?
The securities purchase agreement authorizes senior secured convertible notes with aggregate original principal of up to $10,909,885. This framework governs multiple potential notes, including the July 2025 Convertible Note that was specifically amended to extend its maturity date.

What are the key terms of the July 2025 Convertible Note for CAPS?
The July 2025 Convertible Note was issued on July 29, 2025 with original principal of about $3,272,966 and an 8.34% original issue discount. Its maturity, originally July 29, 2026, has been extended to August 29, 2026 by the First Amendment.

What discount applies to Capstone Holding (CAPS) senior secured convertible notes?
Each senior secured convertible note issued under the securities purchase agreement carries an 8.34% original issue discount. This means notes are issued below their original principal amount, with the stated principal used for repayment and conversion calculations.
false 0000887151 0000887151 2026-07-29 2026-07-29
 
 
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): July 29, 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.)
 
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, 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 1.01. Entry into a Material Definitive Agreement.
 
As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Buyer”), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, with each such note being issued with a 8.34% original issue discount (each, a “Convertible Note”). The first Convertible Note was issued on July 29, 2025 in the original principal amount of approximately $3,272,966 (the “July 2025 Convertible Note”).
 
On July 29, 2026 the Company and the Buyer entered into the First Amendment to Senior Secured Convertible Note (the “First Amendment”) to extend the maturity date of the July 2025 Convertible Note from July 29, 2026 to August 29, 2026.
 
The foregoing does not purport to be a complete description of the First Amendment, and such description is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
 
Exhibits
10.1
 
First Amendment to Senior Secured Convertible Note dated July 29, 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: August 3, 2026
Capstone Holding Corp.
 
 
 
 
By:
/s/ Matthew E. Lipman
 
Name:
Matthew E. Lipman
 
Title:
Chief Executive Officer
 

Source: View Original Filing on SEC EDGAR

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