Welcome to our dedicated page for Capstone Holding SEC filings (Ticker: CAPS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Capstone Holding Corp. filings document the regulatory record for a Nasdaq-listed emerging growth company operating a tech-enabled building products distribution platform. Its reports cover common stock listing details, convertible-note financing, working-capital and capital-structure disclosures, Regulation FD updates tied to investor FAQs and operating outlooks, and amendments to material-event reports.
Proxy and current-report filings address director elections, auditor ratification, a proposed reverse stock split authorization, related-party fee waiver and deferral arrangements, acquisition activity involving operating subsidiaries such as TotalStone and InStone Canada, delayed annual-report notice, and Nasdaq continued-listing matters.
Capstone Holding Corp. obtained written consent from shareholders holding approximately 53.79% of its voting power to approve a financing-related proposal without a meeting. The approval covers issuing 20% or more of the company’s common stock under a senior secured convertible note financing with 3i, LP, as required by Nasdaq Listing Rule 5635(d).
The company previously entered into a Securities Purchase Agreement authorizing up to $10,909,885 in senior secured convertible notes with an 8.34% original issue discount, including a Note of about $3,545,712.42. From the initial closing, Capstone received gross proceeds of $6,250,000. The Note is convertible into common stock at prices initially set at $1.10 per share, with part of the principal later reduced to a $0.75 conversion price.
The company agreed to reserve 8,613,328 shares of common stock for potential conversions and had already issued 333,334 shares to 3i within a 19.99% Nasdaq exchange cap. The approved proposal allows future issuances to 3i under the agreement, which the company acknowledges will dilute existing shareholders’ ownership and voting power and may increase the number of shares available for sale in the market.
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) reported higher sales but wider losses for the quarter ended September 30, 2025. Net sales rose to $13.7 million from $12.3 million a year earlier, helped by the acquisition of Carolina Stone Holdings, but gross margin slipped slightly as costs increased. Selling, general and administrative expenses climbed to $3.4 million, including heavier investor relations spending and public company costs, and transaction expenses of $0.7 million plus a $0.7 million loss on debt extinguishment pushed the quarter to a $2.0 million net loss versus a small profit in 2024.
For the first nine months of 2025, revenue was roughly flat at $34.4 million while the net loss deepened to $4.4 million from $1.5 million, driven mainly by higher overhead, transaction costs and interest on new debt. During the period Capstone completed a $3.25 million IPO, put in place a $20 million equity line, issued senior secured convertible notes with $3.0 million of initial proceeds, and bought Carolina Stone for about $4.8 million of cash, seller note and earn-out. Cash ended at $0.7 million, with $8.3 million outstanding on the revolver and $11.7 million of total long-term debt, leaving the company reliant on its asset-based credit facility and capital market access, though management believes current liquidity will support at least the next year.
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 filed a Form 12b-25 (NT 10-Q), indicating it could not file its Quarterly Report for the period ended September 30, 2025 by the November 14, 2025 due date. The company cites delays completing its financial statements and other disclosures, and notes its independent registered public accounting firm needs additional time to complete its review.
Capstone anticipates filing the Quarterly Report no later than the fifth calendar day following the prescribed filing date.
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.