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Capstone (NASDAQ: CAPS) adjusts $20M equity purchase terms

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

Rhea-AI Filing Summary

Capstone Holding Corp. amended its existing $20,000,000 common stock purchase agreement with an accredited investor to change how the share purchase price is calculated. The VWAP Purchase Price will now be the greater of the lowest Nasdaq trading price during the valuation period or 90% of the volume-weighted average price, excluding specified opening and closing trades. The amendment also slightly shortens each valuation period by moving the cutoff time from 4:00:02 p.m. ET to 3:59:59 p.m. ET for both Pre-Market and Intraday VWAP purchases.

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Negative

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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.
Equity facility size $20,000,000 aggregate gross purchase price Maximum capacity under Amended and Restated Common Stock Purchase Agreement
Per-purchase share cap 1,000,000 shares Maximum shares per individual purchase under the agreement
Trading volume cap 25% of trading volume Alternative per-purchase limit during each valuation period
VWAP discount 90% of VWAP One leg of the revised VWAP Purchase Price calculation, excluding Excluded Prints
Original agreement date June 11, 2026 Date the Amended and Restated Common Stock Purchase Agreement was entered
Amendment date July 2, 2026 Date of the First Amendment to the A&R Purchase Agreement
Revised valuation period end 3:59:59 p.m. ET New cutoff time replacing 4:00:02 p.m. ET in valuation period definitions
Amended and Restated Common Stock Purchase Agreement financial
"Capstone entered into an Amended and Restated Common Stock Purchase Agreement with an accredited investor"
VWAP Purchase Price financial
"the Amendment to A&R Purchase Agreement amended the VWAP Purchase Price to be equal to the greater of two measures"
volume-weighted average price financial
"ninety percent (90%) of the volume-weighted average price during the applicable valuation period"
Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.
valuation period financial
"the valuation period for each Pre-Market VWAP Purchase and Intraday VWAP Purchase runs until specified times or thresholds"
Excluded Prints financial
"The Excluded Prints are defined as certain opening and closing trades in the Common Stock"
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Understanding 8-K Material Events →
false 0000887151 0000887151 2026-07-02 2026-07-02
 
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 2, 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, $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.
 
As previously disclosed, on June 11, 2026, Capstone Holding Corp. (the “Company”) entered into an Amended and Restated Common Stock Purchase Agreement (the “A&R Purchase Agreement”), with an accredited investor (the “Investor”) pursuant to which the Company has the right, but not the obligation, to sell to the Investor up to $20,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, $0.0005 par value per share (“Common Stock”), with each purchase capped at the lesser of 1,000,000 shares or 25% of trading volume during such valuation period.
 
The A&R Purchase Agreement has two time-bracketed purchase options: (i) a Pre-Market VWAP Purchase, where the Company delivers notice between 6:00 a.m. and 9:00 a.m. ET and the valuation period commences at 9:30:01 a.m., and (ii) an Intraday VWAP Purchase, where the Company delivers notice between 9:00:01 a.m. and 3:30 p.m. ET and the valuation period begins at the later of 9:30:01 a.m. ET or when the Investor acknowledges the notice. The valuation period for each Pre-Market VWAP Purchase and Intraday VWAP Purchase runs until the earliest of (x) 4:00:02 p.m. ET on such purchase date, (y) the time at which the sale price of the Common Stock falls below the applicable minimum price threshold, and (z) the time at which the aggregate trading volume during such valuation period equals or exceeds the applicable volume threshold.
 
On July 2, 2026, the Company and the Investor entered into an amendment to the A&R Purchase Agreement (the “Amendment to A&R Purchase Agreement”), to amend the VWAP Purchase Price (as defined in the A&R Purchase Agreement) to be equal to the greater of (i) the lowest price per share at which the Common Stock traded on the Nasdaq Capital Market during the applicable valuation period and (ii) excluding the Excluded Prints, ninety percent (90%) of the volume-weighted average price during the applicable valuation period.
 
The Excluded Prints are defined, with regard to the Common Stock, as (i) the opening or first purchase at or following the official open of the primary trading session and (ii) the last or closing sale at or prior to the official close of the primary trading session.
 
In addition, the Amendment to A&R Purchase Agreement replaced the 4:00:02 p.m. time in the valuation period definitions with 3:59:59 p.m.
 
The foregoing description of the Amendment to A&R Purchase Agreement is qualified in its entirety by reference to the full text of such agreement filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
 
Exhibits
10.1
 
First Amendment to Amended and Restated Common Stock Purchase Agreement, dated July 2, 2026, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
1
 
 
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: July 6, 2026
Capstone Holding Corp.
 
 
 
 
By:
/s/ Matthew E. Lipman
 
Name:
Matthew E. Lipman
 
Title:
Chief Executive Officer
 
 
2
 

Source: View Original Filing on SEC EDGAR

FAQ

What did Capstone Holding Corp. (CAPS) change in its stock purchase agreement?

Capstone amended its common stock purchase agreement to revise the VWAP-based pricing formula and slightly shorten the valuation period. The purchase price now uses the greater of the lowest trade price or 90% of VWAP, excluding certain opening and closing trades.

How large is Capstone Holding Corp.’s equity purchase facility under the amended agreement?

The agreement permits Capstone to sell up to an aggregate gross purchase price of $20,000,000 in newly issued common shares. Each individual purchase is capped at 1,000,000 shares or 25% of trading volume during the applicable valuation period, whichever is less.

How is the VWAP Purchase Price now calculated for Capstone (CAPS) share sales?

The VWAP Purchase Price equals the greater of the lowest Nasdaq trading price during the valuation period or 90% of the volume-weighted average price. Certain trades at the official session open and close, referred to as Excluded Prints, are omitted from this VWAP calculation.

What are Excluded Prints in Capstone Holding Corp.’s amended agreement?

Excluded Prints are defined as the opening or first purchase at or following the official open and the last or closing sale at or before the official close. These trades are removed when calculating the 90% volume-weighted average price for the VWAP Purchase Price.

Did Capstone (CAPS) change the timing of its VWAP valuation periods?

Yes. The amendment changes the end of each valuation period from 4:00:02 p.m. Eastern Time to 3:59:59 p.m. Eastern Time. This applies to both Pre-Market VWAP Purchases and Intraday VWAP Purchases under the stock purchase arrangement.

What purchase size limits remain in Capstone Holding Corp.’s agreement?

Each purchase under the amended agreement remains capped at the lesser of 1,000,000 shares or 25% of total trading volume during the valuation period. These limits are designed to tie individual drawdowns to actual market liquidity on the purchase date.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents