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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Entry into a Material Definitive Agreement. Equity Line Financing As previously disclosed, on May 14, 2025, Capstone Holding Corp. (the “Company”) entered into a common stock purchase agreement (the “Original Purchase Agreement”) and a registration rights agreement with an accredited investor (the “Investor”) pursuant to which the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase, up to the lesser of (a) $20,000,000 in aggregate…
Unregistered Sale of Equity Securities. The information set forth under
Entry into a Material Definitive Agreement. As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a “ Convert…
of the Original Report, the registrant is filing the following financial statements and financial information as exhibits to this Amendment. (a) Financial Statements of Business Acquired. The audited financial statements of FCHI as of and for the year ended December 31, 2024 and unaudited financial statements of FCHI as of and for the nine months ended September 30, 2025, as required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Amendment and…
Entry into a Material Definitive Agreement. As previously disclosed, TotalStone, LLC (“TotalStone”), the operating company of Capstone Holding Corp. (the “Company”), is party to an amended and restated management fee agreement (the “Management Agreement”), dated March 1, 2020, with a related party, Brookstone Partners IAC (“Brookstone”), whereby Brookstone provides consulting services totaling $400,000 per annum, billed quarterly, and an additional management fee equal to 5% of earnings befor…
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 7, 2026, Capstone Holding Corp. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on T…
Other Events. As previously disclosed, the Company’s subsidiary, TotalStone, LLC (“TotalStone”) has a Revolving Credit Note (“Revolver”) available and outstanding pursuant to a Revolving Credit, Term Loan and Security Agreement, as amended (the “Revolving Credit Agreement”), with Berkshire Bank. The balance outstanding on the line of credit was $8.3 million as of September 30, 2025. On December 19, 2025, TotalStone and Berkshire Bank entered into an amendment to the Revolving Credit Agreement…
Entry into a Material Definitive Agreement. As previously disclosed, at the November 18, 2025 annual meeting of Capstone Holding Corp. (the “Company”), the Company’s stockholders were asked to vote on a proposal to approve possible future payments to Nectarine Management LLC (“Nectarine”). Nectarine is owned by Michael Toporek, Matthew E. Lipman, Gordon Strout and John M. Holliman, III, all of whom are members of the Company’s Board of Directors with Mr. Lipman also serving as the Company’s C…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in
Entry into a Material Definitive Agreement. On December 1, 2025, Capstone Holding Corp. (the “ Company ”) closed the acquisition (the “ Acquisition ”) of Fraser Canyon Holdings Inc. (“ FCHI ’”) and its subsidiaries by entering into (1) an asset purchase agreement (the “ Asset Purchase Agreement ”), dated November 30, 2025, by and between TotalStone, LLC (“ TotalStone ”), the Company’s primary operating subsidiary, and Continental Stone Industries Inc., a Delaware corporation that is wholly ow…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Other Events. On December 2, 2025, the Company issued a press release announcing the Company’s acquisition of Canadian Stone Industries. A copy of the press release is filed herewith as Exhibit 99.1.
Completion of Acquisition or Disposition of Assets. The information set forth in
Entry into a Material Definitive Agreement. As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a “ Convert…
and Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language contained in such filing, except as expressly set forth by specific reference in such a filing.
Completion of Acquisition or Disposition of Assets. On August 22, 2025, Capstone Holding Corp. (the “Company”) completed its previously announced membership interest purchase agreement (the “Purchase Agreement”) with D22L, Inc., a North Carolina corporation (the “Seller Entity”), David Clary, and Stuart Powell (together with David Clary and the Seller Entity, the “Seller”), to purchase from the Seller Entity all of the issued and outstanding membership interests (the “Holdings Membership Inte…
Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under
Neither this Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
Entry into a Material Definitive Agreement. As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a “ Convert…
Unregistered Sale of Equity Securities. The applicable disclosures set forth in
Material Modification to Rights of Security Holders. The applicable disclosures set forth in
Entry into a Material Definitive Agreement. Exchange Agreement and Certificate of Designation As previously disclosed, the Chief Executive Officer of Capstone Holding Corp. (the “Company”), Matthew Lipman and the Chairman of the Board of Directors of the Company (the “Board”), Michael Toporek, control Brookstone Partners (“Brookstone”), a private equity group with 25 years of deep expertise in building products investments. A number of Brookstone entities controlled by Messrs. Lipman and Topo…
Entry into a Material Definitive Agreement. On August 15, 2025, Capstone Holding Corp. (the “ Company ”) entered into a membership interest purchase agreement (the “ Purchase Agreement ”) with D22L, Inc., a North Carolina corporation (the “ Seller Entity ”), David Clary, and Stuart Powell (together with David Clary and the Seller Entity, the “ Seller ”), to purchase from the Seller Entity all of the issued and outstanding membership interests (the “ Holdings Membership Interests ”) in Carolin…
Entry into a Material Definitive Agreement. As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with an institutional investor (the “ Buyer ”), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a “ Convert…
Neither this Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy securities of the Company.
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