Capstone Holding Corp. Files 8-K with Key Corporate Updates
Ticker: CAPS · Form: 8-K · Filed: Oct 6, 2025 · CIK: 887151
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-action
TL;DR
Capstone Holding Corp. filed an 8-K on 9/30/25 detailing material agreements, equity sales, and charter amendments.
AI Summary
On September 30, 2025, Capstone Holding Corp. filed an 8-K report detailing several significant events. These include entering into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The company also reported other events and filed financial statements and exhibits.
Why It Matters
This filing indicates significant corporate actions by Capstone Holding Corp., potentially impacting its structure, financing, and shareholder rights.
Risk Assessment
Risk Level: medium — The filing involves unregistered sales of equity and modifications to security holder rights, which can introduce complexity and potential risks.
Key Players & Entities
- Capstone Holding Corp. (company) — Registrant
- Delaware (jurisdiction) — State of Incorporation
- September 30, 2025 (date) — Date of earliest event reported
FAQ
What type of material definitive agreement did Capstone Holding Corp. enter into?
The filing does not specify the exact nature of the material definitive agreement, only that one was entered into.
What were the details of the unregistered sales of equity securities?
The filing indicates unregistered sales of equity securities occurred, but specific details such as the amount or terms are not provided in this summary.
What specific modifications were made to the rights of security holders?
The filing states there were material modifications to the rights of security holders, but the exact nature of these modifications is not detailed here.
Were there any changes to Capstone Holding Corp.'s fiscal year?
The filing mentions amendments to articles of incorporation or bylaws and change in fiscal year as items reported, but does not specify if a change to the fiscal year occurred.
What is the SIC code for Capstone Holding Corp.?
The Standard Industrial Classification (SIC) code for Capstone Holding Corp. is 5030, which corresponds to Wholesale - Lumber & Other Construction Materials.
Filing Stats: 1,638 words · 7 min read · ~5 pages · Grade level 11.1 · Accepted 2025-10-06 09:16:23
Key Financial Figures
- $0.0005 — ch registered Common Stock, par value $0.0005 per share CAPS The Nasdaq Stock Mar
- $847,919.95 — mbined principal and interest amount of $847,919.95. As of September 30, 2025, another Broo
- $1,089,222.22 — mbined principal and interest amount of $1,089,222.22. Both notes had a maturity date of June
- $1.32 — ue per share (the " Common Stock "), of $1.32 on the day prior to the parties enterin
- $10,909,885 — gate original principal amount of up to $10,909,885, which are being issued with a 8.34% or
- $3,272,966 — ginal principal amount of approximately $3,272,966 (the " Note "). The Convertible Notes a
- $1.00 — r 3 rd , the conversion price share was $1.00 with regard to $1,363,736 of the princi
- $1,363,736 — on price share was $1.00 with regard to $1,363,736 of the principal of the Convertible Not
- $1.72 — e principal of the Convertible Note and $1.72 with regard to the balance of the princ
Filing Documents
- ea0259691-8k_capstone.htm (8-K) — 37KB
- ea025969101ex3-1_capstone.htm (EX-3.1) — 58KB
- ea025969101ex10-1_capstone.htm (EX-10.1) — 44KB
- ea025969101ex10-2_capstone.htm (EX-10.2) — 13KB
- ea025969101ex99-1_capstone.htm (EX-99.1) — 10KB
- 0001213900-25-096315.txt ( ) — 363KB
- caps-20250930.xsd (EX-101.SCH) — 3KB
- caps-20250930_lab.xml (EX-101.LAB) — 33KB
- caps-20250930_pre.xml (EX-101.PRE) — 22KB
- ea0259691-8k_capstone_htm.xml (XML) — 4KB
01. Entry into a Material Definitive Agreement
Item 1.01. 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 Toporek control over 50% of the Company's voting stock. In addition, as of September 30, 2025, one Brookstone entity, BP Peptides, LLC ("BP Peptides"), held a note from the Company in the combined principal and interest amount of $847,919.95. As of September 30, 2025, another Brookstone entity, Brookstone Partners Acquisition XXI Corporation ("Brookstone Acquisition"), held a note from the Company in the combined principal and interest amount of $1,089,222.22. Both notes had a maturity date of June 30, 2026. On September 30, 2025, following approval by the Audit Committee of the Board, the Company and each of BP Peptides and Brookstone Acquisition (collectively, the "Brookstone Lenders"), entered into an Exchange Agreement (the "Exchange Agreement") whereby the Brookstone Lenders agreed to exchange their notes for shares of the Company's newly created Series Z 8% Non-Convertible Preferred Stock (the "Series Z Preferred"). Based on the Nasdaq Official Closing Price of the Company's common stock, $0.0005 par value per share (the " Common Stock "), of $1.32 on the day prior to the parties entering into the Exchange Agreement, BP Peptides will receive 642,276 Series Z Preferred shares and Brookstone Acquisition will receive 825,067 Series Z Preferred shares. The shares of Series Z Preferred Stock will be issued pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended and applicable On September
02 Unregistered Sale of Equity Securities
Item 3.02 Unregistered Sale of Equity Securities. The applicable disclosures set forth in Item 1.01 above regarding the issuance of the Series Z Preferred shares is hereby incorporated by reference into this Item 3.02.
03 Material Modification to Rights of
Item 3.03 Material Modification to Rights of Security Holders. The applicable disclosures set forth in Item 1.01 above regarding the Series Z Preferred shares and the Certificate of Designation are incorporated by reference into this Item 3.03. 2
03. Amendments to Articles of Incorporation
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The applicable disclosures set forth in Item 1.01 above regarding the Certificate of Designation are incorporated by reference into this Item 5.03.
01. Other Events
Item 8.01. Other Events. On October 1, 2025, the Company issued a press release announcing the Company's entrance into the Exchange Agreement. A copy of the press release is filed herewith as Exhibit 99.1.
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series Z 8% Non-Convertible Preferred Stock 10.1 Exchange Agreement by and among Capstone Holding Corp., BP Peptides, LLC, and Brookstone Partners Acquisition XXI Corporation, dated September 30, 2025 10.2 Conversion Price Voluntary Adjustment Notice, dated October 5, 2025 99.1 Press Release, dated October 1, 2025 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 3
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: October 6, 2025 Capstone Holding Corp. By: /s/ Matthew E. Lipman Name: Matthew E. Lipman Title: Chief Executive Officer 4