Capstone Notifies SEC of Delayed 10-Q; No Expected Earnings Change

Rhea-AI Filing Summary

Capstone Holding Corp. submitted a Form NT 10-Q notice for the period ended June 30, 2025 indicating the periodic report will be filed late under Rule 12b-25. The notice confirms that all other required periodic reports for the prior 12 months have been filed and that no significant change in results of operations is anticipated for the reporting period. The form names Matthew E. Lipman as the signer, identified as Chief Executive Officer, and includes a date of August 15, 2025. The company provided a contact line for questions about the notification. This is a timing/filing notice, not the substantive quarterly report itself.

Positive

• Rule 12b-25 notice filed, formally documenting the delay in filing the Form 10-Q
• All other periodic reports for the prior 12 months are confirmed filed
• No anticipated significant change in results of operations was reported

Negative

• Form 10-Q filing is delayed, requiring a Rule 12b-25 notification
• No substantive financial information is provided in this notice, so investors lack quarter details until the 10-Q is filed

Insights

Financial Analyst

TL;DR: Routine late-filing notice; no earnings change expected and prior reports are current.

The filing is a Rule 12b-25 notification indicating Capstone will submit its Form 10-Q for the period ended June 30, 2025 after the original due date. The registrant confirms other required reports from the past 12 months are up to date and explicitly states that it does not anticipate a significant change in operating results for the period. From an investor-information standpoint, this is procedural: material financial data remain unavailable until the actual 10-Q is filed.

Corporate Governance Expert

TL;DR: Governance disclosure completed; CEO signed the delay notice and controls appear to have permitted timely prior filings.

The notice bears the CEO's signature dated August 15, 2025 and affirms that prior periodic filings are current. That suggests board/management authorized the Rule 12b-25 submission and that the delay is being formally documented. The company also states no expected material operational variance for the period, reducing immediate governance red flags, though the underlying causes for the delay are not disclosed in this notice.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING	OMB APPROVAL
	OMB Number:
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	SEC FILE NUMBER
	001-33560
	CUSIP NUMBER
	14068E208

(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: June 30, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Capstone Holding Corp.

Full Name of Registrant

Former Name if Applicable

5141 W. 122nd Street

Address of Principal Executive Office (Street and Number)

Alsip, IL 60803

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Capstone Holding Corp. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Quarterly Report”) by the August 14, 2025 filing date applicable to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the period ended June 30, 2025 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly Report no later than the fifth calendar day following the prescribed filing date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

	Matthew E. Lipman		(708)		371-0660
	(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Capstone Holding Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 15, 2025	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

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FAQ

What did Capstone Holding Corp. (CAPS) file in this NT 10-Q notice?

The company filed a Rule 12b-25 notice indicating its Form 10-Q for the period ended June 30, 2025 will be filed late.

Does the notice say whether other periodic reports are up to date for CAPS?

Yes. The notice indicates all other periodic reports required during the prior 12 months have been filed.

Does Capstone expect a material change in results for the quarter?

No. The notice explicitly checks no for anticipated significant change in results of operations.

Who signed the Rule 12b-25 notice for Capstone?

The notice is signed by Matthew E. Lipman, identified as Chief Executive Officer, dated August 15, 2025.

What period does the delayed Form 10-Q cover?

The delayed quarterly report covers the period ended June 30, 2025.