Capstone Holding Corp. Files Material Definitive Agreement

TL;DR

Capstone Holding Corp. just filed an 8-K for a material definitive agreement. Big news incoming.

AI Summary

On August 15, 2025, Capstone Holding Corp. filed an 8-K report detailing a material definitive agreement. The filing also included financial statements and exhibits. The company, formerly known as Capstone Therapeutics Corp. and Orthologic Corp., is incorporated in Delaware and headquartered in Alsip, IL.

Why It Matters

This 8-K filing indicates a significant new contract or partnership for Capstone Holding Corp., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and opportunities, the specifics of which are not detailed in this initial filing.

Key Numbers

• 001-33560 — SEC File Number (Identifier for Capstone Holding Corp.'s filings)
• 86-0585310 — IRS Employer Identification No. (Tax identification number for Capstone Holding Corp.)

Key Players & Entities

• Capstone Holding Corp. (company) — Registrant
• August 15, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Alsip, IL (location) — Principal executive offices
• Capstone Therapeutics Corp. (company) — Former company name
• Orthologic Corp (company) — Former company name

FAQ

Key Financial Figures

• $0.0005 — ch registered Common Stock, par value $0.0005 per share CAPS The Nasdaq Stock Mar
• $2,625,000 — the Holding Membership Interests is (i) $2,625,000 in cash, subject to adjustment set fort
• $1,250,000 — ote in the original principal amount of $1,250,000, plus (iii) the amount payable pursuant

Filing Documents

• ea0253562-8k_capstone.htm (8-K) — 35KB
• ea025356201ex2-1_capstone.htm (EX-2.1) — 403KB
• 0001213900-25-077702.txt ( ) — 682KB
• caps-20250815.xsd (EX-101.SCH) — 3KB
• caps-20250815_lab.xml (EX-101.LAB) — 33KB
• caps-20250815_pre.xml (EX-101.PRE) — 22KB
• ea0253562-8k_capstone_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. 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 Carolina Stone Holdings, LLC, a Delaware limited liability company (" Carolina Stone Holdings "), which owns all of the issued and outstanding membership interests of Carolina Stone Distributors, LLC, a Delaware limited liability company (together with the Carolina Stone Holdings, the " Carolina Stone Companies "). The aggregate purchase price for the Holding Membership Interests is (i) $2,625,000 in cash, subject to adjustment set forth in Section 2.6 of the Purchase Agreement, plus (ii) a seller note in the original principal amount of $1,250,000, plus (iii) the amount payable pursuant to the terms of the earn-out agreement (the " Acquisition "). The Carolina Stone Companies operate showrooms, warehouses and staging yards to sell and distribute stone products and the installation of stonework in residential and commercial properties The Acquisition is expected to close on or about August 29, 2025, subject to the satisfaction of customary closing conditions. The foregoing does not purport to be a complete description of the Purchase Agreement, and such description is qualified in its entirety by reference to the full text of the Purchase Agreement, the form of which is filed as Exhibit 2.1 to this Current Report on Form 8-K, respectively, which are incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibits 2.1* Membership Interest Purchase Agreement, by and between Capstone Holding Corp., D22L, Inc., David Clary, and Stuart Powell 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and similar attachments to the Purchase Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S- K. The registrant hereby undertakes to furnish on a supplemental basis a copy of any omitted schedules and similar attachments to the Securities and Exchange Commission upon request. 1

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements. Statements that are not historical facts, including statements about beliefs or expectations, are forward-looking statements. These statements are based on plans, estimates, expectations and projections at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as "may," "will," "should," "expect," "opportunity," "intend," "plan," "anticipate," "believe," "estimate," "predict," "potential," or "continue," or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described in this press release include, among others: uncertainties as to the completion of the Acquisition, including the risk that one or more of the transactions may involve unexpected costs, liabilities or delays; the possibility that competing transaction proposals may be made; the effects that the announcement, pendency or consummation of the proposed Acquisition may have on the Company and its current or future business and on the price of its common stock; the possibility that various closing conditions for the Purchase Agreement may not be satisfied or waived, or any other required consents or approvals may not be obtained within the expected timeframe, on the expected terms, or at all; the effects that a termination of the Purchase Agreement may have on the Company, including the risk that the price of its common stock may decline significantly if the Acquisition is not completed; the risks associated with potential litigation related to the transactions

Forward-looking statements

Forward-looking statements included in this report speak only as of the date each statement is made. Neither the Company nor any person undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: August 18, 2025 Capstone Holding Corp. By: /s/ Matthew E. Lipman Name: Matthew E. Lipman Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR