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. filed a resale registration on Form S‑1 covering up to 4,306,664 shares of common stock. These shares are issuable upon conversion of a senior secured convertible note with $3,545,712.42 principal at a fixed conversion price of $1.10 per share, and may be sold from time to time by the selling stockholder, 3i, LP.
The Company is not selling shares in this registration and will not receive proceeds from any resale; it may receive proceeds from sales of the Convertible Notes under the purchase agreement. Common stock outstanding was 7,906,205 shares before the offering and would be 12,212,869 shares after assumed conversion. The shares trade on Nasdaq as “CAPS”; the closing price was $1.14 on October 22, 2025. The filing notes a 4.99% beneficial ownership cap (at the holder’s election, up to 9.99%) and that stockholders approved an issuance above the Nasdaq 19.99% cap on July 26, 2025. Sales may occur in public or private transactions at market-related or negotiated prices as described under Plan of Distribution.
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. files a definitive proxy seeking shareholder approval to re-domicile from Delaware to Nevada by merging into a newly formed Nevada subsidiary, CAPS-NV, with one-for-one conversion of existing common and Series B preferred shares. The proxy describes director classes, director biographies, executive officer arrangements and a CEO employment agreement that provides a lump-sum payment equal to three years' base salary and target bonus on certain terminations and 12 months of paid health coverage. It discloses related-party arrangements involving Brookstone XXI, formation of Capstone Beta LLC, an $8.0 million promissory note from Beta and a limited payment guaranty by Capstone capped at $800,000; Capstone recorded a $7.2 million gain in connection with reducing an equity investment to zero. The proxy notes potential anti-takeover effects under Nevada law and recommends a three-year frequency for the advisory say-on-pay vote.
Capstone Holding Corp. requests stockholder approval on several material items at its November 18, 2025 annual meeting. The Board recommends electing two Class I directors (Fredric J. Feldman, Ph.D. and Elwood D. Howse, Jr.) to one-year terms, ratifying GBQ Partners LLC as independent auditors, approving a re-domicile from Delaware to Nevada by merger, and adopting the 2025 Stock Incentive Plan. The proxy also seeks non-binding advisory approval of named executive officer compensation and the frequency of such votes, and approval of possible future payments to Nectarine Management LLC, which would permit consent fees of 0.25%–2% of transaction value and reimbursement of legal fees up to $50,000 for certain transactions. The document includes detailed governance provisions for newly designated Series B Preferred Stock, conversion mechanics tied to a $40 hurdle price and specified formulas, liquidation preferences, and broad authority for the board to issue preferred series and set terms.
Capstone Holding Corp. mailed a definitive information statement seeking shareholder approval for share reserves and waivers tied to an Equity Line of Credit (ELOC) and a Convertible Note. Record dates for voting are July 9, 2025 (ELOC) and July 26, 2025 (Convertible Note). Consenting shareholders controlling approximately 73.45% of voting power approved the ELOC and Convertible Note issuance proposals by written consent, but each proposal will not be effective until at least 20 days after mailing. A registration statement (File No. 333-287745) effective June 11, 2025, registered 5,190,251 shares (215,054 Commitment Shares and 4,975,197 Equity Line Securities). A separate registration (File No. 333-289222) effective August 15, 2025, registered 4,081,672 shares issuable on conversion of the Convertible Note. The ELOC Exchange Cap limits issuance to 19.99% of common stock unless waived; purchaser ownership limits reference 4.99% caps adjustable to 9.99%.
Capstone Holding Corp. (CAPS) filed a Preliminary Information Statement describing shareholder approvals and related reserve actions tied to two financing arrangements: an equity line purchase agreement (ELOC) and a convertible note. The filing notes registration statements that together register 5,190,251 shares for ELOC purposes (including 215,054 Commitment Shares and 4,975,197 Equity Line Securities) and 4,081,672 shares issuable upon conversion of the Convertible Note. Consenting shareholders holding approximately 73.45% of voting power approved the ELOC Issuance Proposal (consent dated July 9, 2025) and the Convertible Note Share Issuance Proposal (consent dated July 26, 2025). Certain issuance caps are described: an ELOC Exchange Cap limiting initial issuance to 19.99% of outstanding common stock without shareholder approval, and beneficial ownership limits of 4.99% (up to 9.99% if increased). The proposals are subject to a statutory 20-day effectiveness period after mailing the Information Statement.
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 Corp. (CAPS) reported interim financial and restructuring disclosures showing significant financing activity, elevated leverage, and continued operating losses. The report discloses a public offering of 1,250,000 shares at $4.00 generating approximately $3,252,000 net proceeds, Convertible Notes issued with an aggregate principal of $10,909,885 (initial note ~$3,272,966) convertible at $1.72 per share, and a line of credit balance of $8.7 million at June 30, 2025 (up from $6.3 million at December 31, 2024) with maturity December 17, 2025. TotalStone restructuring resulted in issuance of 3,782,641 common shares representing ~96% of outstanding shares on the Restructuring Date and changes in ownership percentages among related parties. The company reported operating losses and negative earnings per share figures including $(0.13) and $(8.43) per share in cited periods and disclosed long-term debt of $5.8 million with $2.9 million current portion. Supplemental details include depreciation, inventory reserves ($596k at June 30, 2025), lease liabilities and various amendment fees and accrued interest balances.