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0000887151
0000887151
2026-09-28
2026-09-28
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): September 28, 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, IL60477
(Address of principal executive offices)
Registrant’s telephone number, including area code: (708) 371-0660
5141 W. 122nd Street, Alsip, IL 60803
(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 7.01. Regulation FD Disclosure.
On September 29, 2026, Capstone Holding Corp. (the “Company”) issued a press release regarding the reduction of its convertible note principal. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
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 8.01. Other Events.
As of September 28, 2026, the Company had 26,384,119 shares of common stock, par value $0.0005 per share, issued and outstanding.
The Company reported 20,578,551 shares of common stock outstanding as of August 10, 2026 on the cover page of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The increase of 5,805,568 shares consists of 2,446,825 shares issued upon conversion of the Company’s senior secured convertible notes and 3,358,743 shares issued under the Company’s equity line of credit with Tumim Stone Capital, LLC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number | Exhibits |
99.1 | Press Release of Capstone Holding Corp., dated September 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: September 29, 2026 | Capstone Holding Corp. |
| |
| By: /s/ Matthew E. Lipman |
| Name: Matthew E. Lipman |
| Title: Chief Executive Officer |
Exhibit 99.1
Capstone Retires Approximately 85% of Convertible Note Principal, Reducing Remaining Balance to $1 Million
First of two convertible notes fully retired as Company advances toward eliminating remaining convertible debt.
NEW YORK--(BUSINESS WIRE)--September 29, 2026--Capstone Holding Corp. (NASDAQ: CAPS), a national, technology-enabled building products distribution platform, today announced that it has retired approximately 85% of its original $6.82 million in convertible note principal, reducing the remaining balance to $1 million.
The Company has fully retired the first of its two convertible notes, originally issued in July 2025, and has reduced the principal balance on its remaining convertible debt to $1,000,000, through conversions of the notes. Only the October 2025 note remains outstanding.
“We remain focused on two priorities: eliminating the remaining convertible debt and continuing to strengthen the underlying business,” said Matthew Lipman, Chief Executive Officer. “We have made substantial progress on both—retiring approximately 85% of the original principal while delivering our strongest quarter in years. As we continue to execute, we believe Capstone is well-positioned to create greater long-term equity value.”
Key Highlights:
| ● | Strengthened Capital Structure: Approximately 85% of Capstone’s original $6.82 million in convertible note principal has now been retired, substantially reducing the convertible debt overhang. |
| ● | First Convertible Note Fully Retired: The July 2025 convertible note has been fully retired, leaving only the October 2025 note outstanding. |
| ● | Remaining Balance of $1 Million: Outstanding convertible note principal has declined to $1,000,000, down from $1.90 million at June 30, 2026. |
| ● | Operating Momentum: Capstone delivered its strongest quarter in years, with second-quarter revenue increasing 67% year over year to $21.5 million, gross profit increasing 92% to $6.0 million, and gross margin expanding 357 basis points to 27.9%. |
“This is an exciting period for Capstone,” Lipman continued. “Our organic growth continues to significantly outpace the broader building products market, and we are now in our peak selling period.”
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 guidance regarding revenue, gross profit, the retirement or refinancing of the Company’s convertible notes, 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; acquisition timing and integration; macroeconomic conditions; and other execution risks. Please review the Company’s filings with the SEC, including the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, 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.
