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Capstone Holding (CAPS) S-1 Filings

CAPS NASDAQ

Here are the S-1 registration statements from Capstone Holding Corp. (CAPS) in our archive over the last 12 months, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

An S-1 covers the registration statement a company files to sell shares publicly, 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.

Rhea-AI Summary

Capstone Holding Corp. is registering up to 333,333 common shares for resale by Tumim Stone Capital; the shares are issuable to Tumim under an amended equity line agreement, and sales may occur after the registration statement becomes effective. Capstone will receive no proceeds from Tumim’s resales. Separately, it may receive up to $18.3 million in gross proceeds from share sales it elects to make to Tumim after initial satisfaction of all agreement conditions; it reported approximately $1.7 million in gross proceeds received from June 2025 through October 22, 2026.

The agreement permits up to $20.0 million in aggregate purchases. Capstone’s common stock underwent a 1-for-30 reverse split effective October 19, 2026. Capstone reported that its June 30, 2026 statements initially indicated substantial doubt about continuing as a going concern within one year; management concluded its plans and resources, including the equity line, alleviate that doubt. The senior secured convertible note matured October 22, 2026; Capstone says 3i, LP treated an Event of Default as having occurred and converted part of the note, but has not demanded payment. Capstone reported market value of its listed securities of approximately $2.5 million as of October 29, 2026; a Nasdaq rule tied to value below $5 million for 30 consecutive business days remains stayed and is not currently operative.

Rhea-AI Summary

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.

Rhea-AI Summary

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.