Capstone Holding Corp. SEC Filings

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. is registering 3,000,000 shares of common stock for resale by Tumim Stone Capital under an amended equity line financing. These Equity Line Securities support a facility under which Capstone may sell up to $20.0 million of new shares to Tumim at a discount to market.

Capstone will not receive proceeds from Tumim’s resale of these 3,000,000 shares but may raise cash when it sells newly issued stock to Tumim, primarily for working capital and general corporate purposes. The company distributes and installs thin veneer stone and related masonry products across 38 U.S. states and two Canadian provinces and is pursuing growth through acquisitions and new products such as its Toro manufactured stone line.

The filing highlights substantial dilution risk from the equity line and other financings, substantial doubt about Capstone’s ability to continue as a going concern, and the risk of Nasdaq delisting due to noncompliance with the $1.00 minimum bid price requirement.

Capstone Holding Corp. is registering 4,407,334 shares of common stock for resale by investor 3i, LP. These include 4,002,334 shares issuable upon conversion of an October 2025 senior secured convertible note and 405,000 shares issuable upon exercise of a warrant.

The company is not selling any shares in this S-1 and will not receive proceeds from 3i’s resale, other than about $4,050 if the warrant is exercised for cash. As of June 26, 2026, 15,203,173 shares were outstanding, with 19,610,507 shares expected to be outstanding if all registered shares are issued.

The prospectus highlights substantial doubt about Capstone’s ability to continue as a going concern, a Nasdaq minimum bid-price deficiency and significant dilution risk from the convertible notes, warrant, equity line and other potential equity financings.

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. reported higher net sales but continued losses for the quarter ended March 31, 2026. Net sales rose to $12.6 million from $7.9 million a year earlier, driven by acquisitions and growth in stone distribution and installation.

Gross profit increased to $3.0 million, but higher selling and administrative costs of $4.5 million led to an operating loss of $1.5 million and a net loss of $1.9 million, or $(0.21) per share. Operating cash flow was negative $2.8 million, and cash declined to $419 thousand.

Capstone ended the quarter with $53.8 million in assets, including $18.5 million of goodwill, and total debt of about $13.2 million plus $12.7 million drawn on revolving credit facilities. Recent Carolina Stone and Fraser Canyon acquisitions contributed a combined $4.9 million of Q1 2026 revenue.

The company is not currently in compliance with Nasdaq’s $1.00 minimum bid price rule and faces upcoming debt maturities and recurring losses. Management plans to use a $20.0 million equity line of credit, banking facilities, cost measures, and a potential reverse stock split to support liquidity and maintain its listing, and concludes these plans alleviate substantial doubt about continuing as a going concern.

Capstone Holding Corp. notified the SEC that it could not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026 and requested relief under Rule 12b-25. The company states a delay in completing financial statements and expects to file the Quarterly Report within the extension period permitted under Rule 12b-25.

The notice states the Registrant expects a significant change in results for the three months ended March 31, 2026 driven by acquisitions completed in 2025 — Carolina Stone Holdings, LLC on August 22, 2025 and Fraser Canyon Holdings Inc. and substantially all assets of Continental Stone Industries, Inc. on December 1, 2025. The company says inclusion of a full quarter from the acquired businesses will increase net sales, cost of goods sold, gross profit, operating expenses, amortization of intangible assets and interest expense; full results will be provided in the delayed Quarterly Report.