Here are the 8-K filings from Capstone Holding Corp. (CAPS) in our archive since June 2025, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
An 8-K covers material events a company has to report between its quarterly reports, so if you follow CAPS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CAPS filings page.
Capstone Holding Corp. implemented a 1-for-30 reverse stock split of its common stock effective October 19, 2026, at 12:01 a.m. Eastern time. The company’s outstanding common stock declined from approximately 27,536,950 shares as of October 8, 2026, to approximately 917,898 shares. Trading began on a split-adjusted basis at market open on October 19, with the same CAPS ticker.
Stockholders approved a ratio range of 1-for-5 to 1-for-50 on June 18, 2026, and the board selected 1-for-30. No fractional shares will be issued; holders otherwise entitled to fractions will receive cash in lieu based on the $2.72 closing price on the effective date. The split does not affect the authorized common share count, par value, or common stock rights and preferences. Exercise and conversion prices and share counts for outstanding equity awards, warrants, and the senior secured convertible note, as well as shares under the company’s equity plans, will be adjusted under the applicable securities and plan terms.
Capstone Holding Corp. (CAPS) completed its change of incorporation from Delaware to Nevada at 12:01 a.m. Pacific Time on October 9, 2026, through a merger into its wholly owned Nevada subsidiary, which survived. The market effective date is October 15, 2026.
Each outstanding common and preferred share converted into one share of the corresponding Nevada-company class. Options, warrants, equity awards and other securities converted into corresponding instruments covering an equivalent number of shares. Shareholders do not need to exchange certificates; existing certificates represent the same number of shares. Stockholder rights are now governed by Nevada law and the Nevada company’s charter and bylaws, and differ in some respects from the prior Delaware framework. The predecessor’s officers and directors continued in those roles after the merger.
Capstone Holding Corp. (CAPS) reported preliminary July–August 2026 results, with organic revenue up 7.6% year over year to approximately $14.0 million and organic gross profit up 6.5% to $3.5 million. Through August 31, year-to-date organic revenue rose 4.6% to approximately $48.1 million, while organic gross profit increased 6.5% to $12.5 million. These non-GAAP measures include Instone, Carolina Stone and Canadian Stone Industries on a comparable basis, as if each had been owned throughout both periods.
The figures cover July and August only, exclude September and are preliminary, unaudited, and subject to completion of financial closing procedures; full third-quarter results may differ. The 2025 comparative results for Carolina Stone and Canadian Stone Industries before acquisition are taken from the sellers’ records and were not audited or reviewed by Capstone’s independent registered public accounting firm. Capstone said it may provide interim updates at its discretion but does not intend to do so on a fixed schedule.
Capstone Holding Corp. (CAPS) said conversions of its convertible notes have retired approximately 85% of the original $6.82 million principal, leaving a $1,000,000 balance. The first of two notes, originally issued in July 2025, is fully retired; only the October 2025 note remains outstanding.
As of September 28, 2026, Capstone had 26,384,119 common shares issued and outstanding, compared with 20,578,551 shares reported as outstanding as of August 10, 2026. The stated increase of 5,805,568 shares comprises 2,446,825 shares issued upon conversion of senior secured convertible notes and 3,358,743 shares issued under its equity line of credit with Tumim Stone Capital, LLC.
Management identified eliminating the remaining convertible debt and strengthening the underlying business as priorities. The company also said it delivered its strongest quarter in years, that organic growth significantly outpaced the broader building products market, and that it is in its peak selling period.
Capstone Holding Corp. (CAPS) released an investor FAQ explaining its capital structure, note conversions, dilution, and funding plans. The FAQ reports that approximately 75% of the original $6.82 million convertible note principal has been retired, with about $1.72 million remaining outstanding as of August 25, 2026, and a current share count of roughly 21.75 million shares outstanding. At the new conversion price of $0.2949, the remaining principal and interest would equal about 6.18 million potential shares, or 28% of the current shares outstanding, if fully converted.
Operationally, Capstone highlights strong second-quarter performance, with net sales of $21.5 million versus $12.9 million a year earlier, gross profit of $6.0 million versus $3.1 million, and income from operations of about $0.4 million compared with a loss previously. Stone Business Adjusted EBITDA rose to $2.0 million and margin to . The company reiterates full-year targets of $72.1 million in revenue, $18.7 million in gross profit and about $3.8 million of Stone Business Adjusted EBITDA, and describes plans to fund corporate needs through subsidiary cash flows, an equity line, and eventually traditional credit while addressing going concern risks and a possible reverse stock split solely for Nasdaq bid-price compliance.
Capstone Holding Corp. reported strong preliminary results for the quarter ended June 30, 2026. Revenue rose 67% year over year to $21.5 million, while gross profit increased 92% to $6.0 million. Gross margin expanded 357 basis points to 27.9%.
The Stone Business reported Adjusted EBITDA of $2.0 million, a 9.4% margin and a $2.9 million improvement from the first quarter, marking the positive inflection management had guided. Capstone reaffirmed its FY2026 outlook for $72.1 million revenue, $18.7 million gross profit, and approximately $3.8 million Stone Business Adjusted EBITDA, and highlighted capital‑efficient organic growth, new locations, and expanded product/geographic reach as key priorities.
Capstone Holding Corp. reported that certain previously issued unaudited condensed consolidated financial statements for 2025 can no longer be relied upon with respect to the weighted average number of common shares outstanding and related basic and diluted net loss per share. Affected periods are the three and six months ended June 30, 2025; the three and nine months ended September 30, 2025; and comparative per-share data for the three months ended March 31, 2025 included in the March 31, 2026 Form 10-Q. The Audit Committee concurred with this conclusion.
For the three months ended March 31, 2025, the weighted average shares were restated from 5,190,251 to 1,555,566, changing net loss per share from $(0.47) to $(1.56), with net loss unchanged at $2.433 million. Other 2025 interim periods saw corrected share counts and per-share amounts, but no changes to net loss, net loss attributable to stockholders, balance sheets, statements of stockholders’ equity (deficit), or cash flows. The 2025 annual financial statements are not affected.
Capstone is concurrently filing amendments on Form 10-Q/A for the affected quarters to restate share and per-share data and correct the schedule of potentially dilutive securities. Management identified a material weakness in internal control over financial reporting related to computing and reviewing weighted average shares, which will be described along with remediation status in the amended reports.
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.
Capstone Holding Corp. reports that Nasdaq has granted an additional 180-day period, until January 4, 2027, to regain compliance with the exchange’s $1.00 minimum bid price requirement for its common stock. The company previously had until July 6, 2026, to cure the deficiency.
If Capstone fails to meet the minimum bid price by the new deadline, Nasdaq may move to delist the common stock, though the company would have the right to appeal to a Hearings Panel. Capstone says it will monitor its share price and may consider options to restore compliance but cautions there is no assurance it will succeed or remain in compliance with all Nasdaq listing rules.
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.
Capstone Holding Corp. entered two credit agreement amendments and reported annual meeting results. Subsidiary TotalStone extended the maturity of its Berkshire Bank revolving credit facility, which allows borrowing up to $11,500,000 and had an outstanding balance of 9,556,086 as of March 31, 2026, to December 31, 2026. It also extended the Stream Finance Credit Agreement maturity to September 30, 2028, where principal was 2,581,088 and accrued and deferred interest was 524,431 as of that same date, and an amendment fee of 695,000 is accrued.
At the virtual annual meeting, 10,060,025 votes were represented, about 59.57% of 16,888,500 votes outstanding, constituting a quorum. All nominated directors were elected and GBQ Partners LLC was ratified as auditor. Stockholders also approved a reverse stock split authorization at a ratio between 1-for-5 and 1-for-50, to be implemented at the board’s discretion within twelve months, and an amendment to the 2025 Stock Incentive Plan increasing the maximum share pool from 21.5% to 35% of common shares outstanding each quarter. A proposal to permit adjournment of the meeting was also approved.
Capstone Holding Corp. amended and restated its common stock purchase agreement with an accredited investor, maintaining an equity line financing of up to $20,000,000 in aggregate gross purchase price of newly issued common shares. The new agreement replaces the prior VWAP purchase structure with two time-bracketed options, Pre-Market VWAP Purchases and Intraday VWAP Purchases, each priced at 97% of the volume-weighted average price during the applicable valuation period and capped at the lesser of 1,000,000 shares or 25% of trading volume for that period. Capstone can set minimum price thresholds that, if breached, end the purchase window. The company previously registered 4,975,197 shares for this facility, of which 1,543,400 shares had been issued by late May 2026. The equity line relies on private offering exemptions under Section 4(a)(2) and Rule 506(b), with Joseph Gunnar & Co. as placement agent earning a 7.0% cash fee on gross proceeds from each drawdown.
Capstone Holding Corp. published an investor FAQ and press release outlining major progress on its capital structure and reaffirming strong FY2026 guidance. As of May 1, about 72% of the original $6.82 million convertible-note principal has been converted, leaving $1.90 million outstanding.
The company reiterates FY2026 targets of $72.1 million in revenue, up 54%, gross profit of approximately $18.7 million, up 73%, and EBITDA of about $3.8 million, an estimated 322% year-over-year increase, with a positive EBITDA run-rate expected beginning in Q2. Management also highlights leverage from recent acquisitions, AI-driven cost savings, and active efforts to extend key working-capital facilities.
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.
Capstone Holding Corp. filed an amended report to add detailed financial statements for its newly acquired subsidiary, Fraser Canyon Holdings Inc. (FCHI), and unaudited pro forma combined results. FCHI, a North American stone products distributor, generated $16.4 million in net revenue and $18,474 of net income in 2024, with a comprehensive loss driven by currency translation. For the nine months ended September 30, 2025, FCHI reported $11.7 million in net revenue and $478,470 of net income.
The filing also outlines Capstone’s December 1, 2025 acquisition structure, including an asset purchase of Continental Stone Industries and a share purchase of FCHI, with total preliminary consideration of about $6.9 million split among cash, seller notes, and an earn-out. To help finance the deal, Capstone issued a $3.55 million senior secured convertible note with 7% interest and gross proceeds of $3.25 million, and later reduced the conversion price on part of that note. Pro forma schedules show how FCHI and the earlier Carolina Stone Holdings acquisition would have affected Capstone’s 2024 and year‑to‑date 2025 results.
Capstone Holding Corp. filed a current report to note that it has prepared, published, and distributed a frequently asked questions (FAQ) document addressing questions received from its investors. The FAQ was made available on the Company’s Investor Relations website and is attached as Exhibit 99.1.
The Company states that the information in this investor FAQ and the related disclosure is furnished under Regulation FD, not filed for purposes of the Exchange Act, and will not be automatically incorporated into other securities filings unless specifically referenced.
Capstone Holding Corp. disclosed that its operating company, TotalStone, LLC, entered into a conditional fee waiver and deferral agreement on January 21, 2026. Under this agreement, related party Brookstone Partners IAC agreed to waive management and consulting fees of $400,000 that would otherwise accrue from January 1, 2026 through December 31, 2026, and Board Chairman Gordon Strout agreed to waive salary or fee accruals of $94,091. TotalStone’s obligation to pay these waived amounts will only arise if specified performance targets in the agreement are achieved; otherwise, the waived fees are extinguished.
Capstone Holding Corp. received a Nasdaq notice on January 7, 2026 that its common stock no longer meets the exchange’s minimum bid price rule. For 30 consecutive business days, the closing bid for its shares was below the required $1.00 per share for continued listing on The Nasdaq Capital Market.
The company has 180 calendar days, until July 6, 2026, to regain compliance, which would occur if the bid price closes at or above $1.00 for at least 10 straight business days. If it still fails to meet the standard, Capstone may receive an additional 180-day grace period if it satisfies other Nasdaq listing criteria; otherwise, its stock could be delisted.
The stock continues to trade under the symbol CAPS, and Capstone plans to monitor its share price and consider options to restore compliance, while cautioning that success is not assured.
Capstone Holding Corp. filed a current report stating that on December 15, 2025 it prepared and published an investor presentation outlining its 2026 strategy update. The December 2025 investor presentation is furnished as Exhibit 99.1 and is not deemed filed for purposes of Section 18 of the Exchange Act or automatically incorporated into other securities law filings unless specifically referenced. The company’s common stock, with a par value of $0.0005 per share and trading under the symbol CAPS, is listed on The Nasdaq Stock Market LLC.
Capstone Holding Corp. (CAPS) reported results from its November 18, 2025 annual stockholder meeting. Stockholders re-elected two Class I directors, each receiving about 99% of votes cast. They ratified GBQ Partners LLC as independent auditor for the fiscal year ending December 31, 2025.
Stockholders approved changing the company’s state of incorporation from Delaware to Nevada and adopted the Capstone Holding Corp. 2025 Stock Incentive Plan. They supported executive compensation in a non-binding advisory vote and chose to hold future say-on-pay votes once every three years. Stockholders also approved possible future payments to Nectarine Management LLC and authorized the potential adjournment of the meeting.
Capstone Holding Corp. (CAPS) announced that it reported its financial results for the quarter ended September 30, 2025 through a press release dated November 17, 2025, which is furnished as Exhibit 99.1 to this report. The company also disclosed that on the same day it inadvertently sent this press release to its email distribution list before the official issuance. The information in Items 2.02 and 7.01, including Exhibit 99.1, is being furnished rather than filed, which limits its exposure to certain liabilities under the Exchange Act.
Capstone Holding Corp. completed its acquisition of the Carolina Stone Companies, purchasing all membership interests pursuant to a previously announced agreement. The aggregate purchase price includes $2,625,000 in cash, a $1,250,000 seller note, and an additional amount under an earn-out agreement.
The Company transferred $2,501,500 in cash at closing after a $123,500 preliminary working capital adjustment. Under the agreement, Capstone has 120 days from closing to finalize the net working capital adjustment, after which any payment or adjustment will be made under the contract terms. The Carolina Stone Companies operate showrooms, warehouses, and staging yards to sell and distribute stone products and provide installation services for residential and commercial properties.
The filing also includes audited financial statements of Carolina Stone Holdings for the year ended December 31, 2024, unaudited financials for the six months ended June 30, 2025, and unaudited pro forma combined financial statements.
Capstone Holding Corp. entered into a financing and issued a second senior secured convertible note with an original principal amount of $3,545,712.42. The company received $3,250,000 in gross proceeds from this note, which bears 7.0% annual interest and will be repaid in equal quarterly installments.
The note is initially convertible into common stock at $1.10 per share, subject to its terms. Capstone plans to file a registration statement covering the resale of shares issued or issuable under the note. Until that registration is effective, if Capstone sells stock under a permitted at‑the‑market program or its Tumim Stone Capital agreement, the buyer may require up to 100% of such gross proceeds to redeem the remaining conversion amount; after April 22, 2026, up to 50% may be used similarly. A beneficial ownership cap limits issuances that would take the buyer above 4.99%, with an option to increase to 9.99%. Joseph Gunnar & Co., LLC served as sales agent and received a cash fee equal to 7% of gross proceeds. The placement relied on Section 4(a)(2) and Rule 506(b).
Capstone Holding Corp. disclosed a material transaction and related corporate actions in an 8-K. The filing references a Certificate of Designation establishing Series Z 8% Non-Convertible Preferred Stock and an Exchange Agreement among Capstone Holding Corp., BP Peptides, LLC, and Brookstone Partners Acquisition XXI Corporation dated September 30, 2025. The filing also lists a Press Release dated October 1, 2025 and an interactive data file, and is signed by Matthew E. Lipman, Chief Executive Officer.
The document is brief and focuses on the corporate instruments and agreement dates rather than specific economic terms or financial effects; no revenue, expense, or per-share details are included in the disclosed text.
Capstone Holding Corp. announced it entered a membership interest purchase agreement to acquire Carolina Stone Holdings, LLC and its subsidiary Carolina Stone Distributors, LLC. The agreed consideration consists of $2,625,000 in cash (subject to adjustment), a seller note of $1,250,000 in original principal, and additional payments under an earn-out agreement. The sellers include D22L, Inc., and named individuals David Clary and Stuart Powell.
The filing lists customary transaction risks explicitly: potential unexpected costs or delays, competing proposals, unmet closing conditions or required consents, possible litigation or financing needs, and the risk that Capstone’s stock price could decline if the acquisition is not completed. The disclosure references additional risk factors in the company’s SEC reports.
Capstone Holding Corp. entered into a securities purchase agreement to issue senior secured convertible notes in an aggregate original principal amount of up to $10,909,885. The notes carry an 8.34% original issue discount and are convertible into the company's common stock, $0.0005 par value, at an initial conversion price of $1.72 per share. The first note issued had an original principal amount of approximately $3,272,966.
The structure provides immediate financing through secured convertible debt while allowing conversion into equity under specified terms. Key contractual terms disclosed include the aggregate principal cap, the original issue discount, the initial conversion price, and that the notes are senior and secured.
Capstone Holding (Nasdaq: CAPS) filed an 8-K announcing a first amendment to its May 14 2025 common-stock purchase agreement with Tumim Stone Capital.
- Raises the single VWAP Purchase limit to $3 million (from $2 million)
- Eliminates the 100% five-day average volume restriction; new ceiling is the lesser of 40% same-day volume or $3 million divided by prior-day VWAP
- Aggregate facility size remains up to $20 million; shares still priced at 97% of the lowest three-day VWAP
The amendment provides faster, larger draws for working-capital needs but may accelerate dilution and trading pressure because more shares can be issued below market in a single transaction.