Capstone Holding CORP. 8-K Filing

FAQ

Key Financial Figures

• $0.0005 — ch registered Common Stock, par value $0.0005 per share CAPS The Nasdaq Stock Mar

Filing Documents

• ea0266672-8k_capstone.htm (8-K) — 42KB
• ea026667201ex2-1_capstone.htm (EX-2.1) — 29KB
• ea026667201ex3-1_capstone.htm (EX-3.1) — 79KB
• ea026667201ex3-2_capstone.htm (EX-3.2) — 122KB
• ea026667201ex10-1_capstone.htm (EX-10.1) — 57KB
• 0001213900-25-114137.txt ( ) — 567KB
• caps-20251118.xsd (EX-101.SCH) — 3KB
• caps-20251118_lab.xml (EX-101.LAB) — 33KB
• caps-20251118_pre.xml (EX-101.PRE) — 22KB
• ea0266672-8k_capstone_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of

Item 5.07 Submission of Matters to a Vote of Security Holders On November 18, 2025, Capstone Holding Corp. (the "Company") held an annual meeting of stockholders (the "Annual Meeting") at 5141 W. 122nd Street, Alsip, IL 6080. As of the close of business on September 24, 2025, the record date for the Annual Meeting (the "Record Date"), 7,291,268 votes outstanding, consisting of (i) 6,306,205 shares of Common Stock and (ii) 985,063 shares of Series B Preferred Stock, each entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 5,452,081 votes, comprised of shares of the Company's Common Stock and Series B Preferred Stock, equivalent to approximately 74.78% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The holders of Series B Preferred Stock were not entitled to vote on Proposal Seven. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below. 1. The two nominees for Class I director were elected to serve a one-year term as follows: Director Votes For % Votes For Votes Withheld % Votes Withheld Fredric J. Feldman, Ph.D. 4,947,466 99.24% 37,900 0.76% Elwood D. Howse, Jr. 4,947,411 99.24% 37,955 0.76% 2. The proposal to ratify the appointment of GBQ Partners LLC as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025 was approved as follows: Votes For Votes Against Broker Non-Votes Votes Abstained 5,425,633 16,618 0 9,830 3. The proposal of the change in the state of incorporation of the Company from Delaware to Nevada was approved as follows: Votes For Votes Against Broker Non-Votes Votes Abstained 4,967,536 13,840 466,715 3,990 A copy of the forms of the Agreement and Plan of Merger, the articles of incorporation, and the byla

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibits 2.1 Form of the Agreement and Plan of Merger 3.1 Form of Articles of Incorporation 3.2 Form of Bylaws 10.1 Capstone Holding Corp. 2025 Stock Incentive Plan 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: November 24, 2025 Capstone Holding Corp. By: /s/ Matthew E. Lipman Name: Matthew E. Lipman Title: Chief Executive Officer 3

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