Capstone cuts conversion price on 2025 note

Capstone Holding Corp. amended the terms of a previously issued senior secured convertible note held by an institutional investor.

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Form Type

8-K

Rhea-AI Filing Summary

Capstone Holding Corp. amended the terms of a previously issued senior secured convertible note held by an institutional investor. The company and the buyer agreed to reduce the conversion price on $500,000 of principal under the October 2025 Convertible Note from $1.10 to $0.57 per share via a Conversion Price Voluntary Adjustment Notice dated April 16, 2026. The October 2025 Convertible Note is part of a series of notes with aggregate original principal of up to $10,909,885, and the company has registered 8,388,336 shares of common stock issuable upon their conversion under existing Form S-1 registration statements.

Insights

Capstone sweetens conversion terms on part of its 2025 note, increasing potential equity issuance from that tranche.

The company and its institutional investor agreed to cut the conversion price on $500,000 of principal under the October 2025 Convertible Note from $1.10 to $0.57 per share. This makes equity conversion more attractive for the noteholder on that portion.

The note is part of senior secured convertible notes totaling up to $10,909,885 in original principal, issued with an 8.34% original issue discount. The filing states that 8,388,336 shares of common stock are registered for issuance upon conversion of these notes under existing registration statements.

As of April 16, 2026, the principal balance of the October 2025 Convertible Note is $1,863,471.69. The new $0.57 conversion price applies only to $500,000 of that principal, with the remainder governed by prior terms. Future conversions under this adjusted tranche will determine the actual share issuance.

8-K Event Classification

2 items: 1.01, 9.01

2 items

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, or exhibit attachments filed with this report.

Key Figures

Aggregate note capacity: $10,909,885 original principal Original issue discount: 8.34% July 2025 Note conversion price: $1.72 reduced to $0.75 +3 more

6 metrics

Aggregate note capacity $10,909,885 original principal Senior secured convertible notes under Purchase Agreement

Original issue discount 8.34% Senior secured convertible notes

July 2025 Note conversion price $1.72 reduced to $0.75 Initial and adjusted conversion prices per share

October 2025 Note tranche cut $1.10 to $0.57 Conversion price on $500,000 principal portion

October 2025 Note balance $1,863,471.69 principal Outstanding as of April 16, 2026

Registered conversion shares 8,388,336 shares Common stock issuable upon conversion of Convertible Notes

Key Terms

senior secured convertible notes, original issue discount, Conversion Price Voluntary Adjustment Notice, Form S-1, +1 more

5 terms

senior secured convertible notes financial

"the Company 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

"which are 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.

Conversion Price Voluntary Adjustment Notice financial

"agreed, pursuant to a Conversion Price Voluntary Adjustment Notice signed by both parties"

Form S-1 regulatory

"Pursuant to the effective registration statements on Form S-1 (File Nos. 333-289222 and 333-291041)"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

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.

FAQ

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

What did Capstone Holding Corp. (CAPS) change in its October 2025 Convertible Note?

Capstone and its institutional investor agreed to reduce the conversion price on $500,000 of principal under the October 2025 Convertible Note from $1.10 to $0.57 per share. This adjustment was made through a Conversion Price Voluntary Adjustment Notice dated April 16, 2026.

How large is Capstone Holding Corp.’s senior secured convertible note program?

Capstone authorized senior secured convertible notes in an aggregate original principal amount of up to $10,909,885 under a securities purchase agreement. These notes carry an 8.34% original issue discount and are convertible into shares of common stock under specified terms and conversion prices.

How many Capstone (CAPS) shares are registered for conversion of the Convertible Notes?

Capstone has registered a total of 8,388,336 shares of common stock issuable upon conversion of the senior secured convertible notes. These shares are covered by effective registration statements on Form S-1 with file numbers 333-289222 and 333-291041, enabling registered resale of conversion shares.

What is the remaining principal on Capstone’s October 2025 Convertible Note?

As of April 16, 2026, the principal balance of Capstone’s October 2025 Convertible Note is $1,863,471.69. Within this balance, $500,000 of principal now carries a reduced conversion price of $0.57 per share, replacing the prior $1.10 conversion price for that portion.

What were the original conversion prices for Capstone’s 2025 Convertible Notes?

The July 2025 Convertible Note initially had a $1.72 per share conversion price, later reduced to $0.75. The October 2025 Convertible Note had a $1.10 conversion price, later reduced to $0.75 for part of the principal and now to $0.57 for a $500,000 tranche.

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

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Accepted by SEC EDGAR 04/16/2026 - 03:09 PM EDT

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): April 16, 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 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, which are being issued with a 8.34% original issue discount (each, a “Convertible Note”). The first Convertible Note was issued in the original principal amount of approximately $3,272,966 (the “July 2025 Convertible Note”), and the second Convertible Note was issued in the original principal amount of approximately $3,545,712.42 (the “October 2025 Convertible Note”). The Convertible Notes are convertible into shares of common stock, $0.0005 par value per share (the “Common Stock”) in certain circumstances in accordance with the terms of the Convertible Notes, with the July 2025 Convertible Note having an initial conversion price per share of $1.72 (subsequently reduced to $0.75) and the October 2025 Convertible Note having a conversion price of $1.10 (subsequently reduced to $0.75 for a certain amount of the principal) (the “Conversion Price)”.

Pursuant to the effective registration statements on Form S-1 (File Nos. 333-289222 and 333-291041), the Company registered a total of 8,388,336 shares of Common Stock issuable upon conversion of the Convertible Notes.

As of April 16, 2026, the principal balance of the October 2025 Convertible Note is $1,863,471.69. On that date, pursuant to Section 7(h) of the October 2025 Convertible Note, the Company and the Buyer agreed, pursuant to a Conversion Price Voluntary Adjustment Notice signed by both parties, to reduce the Conversion Price to $0.57 with regard to $500,000 of the principal amount that previously had a $1.10 conversion price.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Exhibits

10.1

Conversion Price Voluntary Adjustment Notice dated April 16, 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: April 16, 2026	Capstone Holding Corp.

	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 CONVERSION PRICE VOLUNTARY ADJUSTMENT NOTICE DATED APRIL 16, 2026 11.4 KB

Capstone cuts conversion price on 2025 note

Rhea-AI Filing Summary