Capstone Holding Corp. Files 8-K: Material Agreement & Exhibits

TL;DR

CAPSTONE HOLDING CORP. (CAPS) filed an 8-K on 11/28/25 for a material definitive agreement. Check for details.

AI Summary

On November 28, 2025, Capstone Holding Corp. filed an 8-K report. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. The company, formerly known as Capstone Therapeutics Corp. and Orthologic Corp., is incorporated in Delaware and headquartered in Alsip, Illinois.

Why It Matters

This 8-K filing signals a significant development for Capstone Holding Corp., potentially involving a new material agreement that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — An 8-K filing for a material definitive agreement can introduce new risks or opportunities that are not yet fully understood by the market.

Key Numbers

• 001-33560 — Commission File Number (SEC filing identifier for Capstone Holding Corp.)
• 86-0585310 — I.R.S. Employer Identification No. (Tax identification number for Capstone Holding Corp.)

Key Players & Entities

• Capstone Holding Corp. (company) — Registrant
• November 28, 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
• $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 " July 2025 Convertible Note "), a
• $3,545,712.42 — ginal principal amount of approximately $3,545,712.42 (the " October 2025 Convertible Note ",
• $1.72 — n initial conversion price per share of $1.72 (subsequently reduced to $1.00) and the
• $1.00 — share of $1.72 (subsequently reduced to $1.00) and the October 2025 Convertible Note
• $1.10 — tible Note having a conversion price of $1.10 (the " Conversion Price) ". Pursuant t
• $0.75 — ties, to reduce the Conversion Price to $0.75 with regard to the entire amount of the
• $500,744 — Note still owed in the principal amount $500,744.01, and with regard to $1,772,856.21 of
• $1,772,856.21 — amount $500,744.01, and with regard to $1,772,856.21 of the principal amount of the October

Filing Documents

• ea0267668-8k_capstone.htm (8-K) — 26KB
• ea026766801ex10-1_capstone.htm (EX-10.1) — 12KB
• 0001213900-25-116037.txt ( ) — 205KB
• caps-20251128.xsd (EX-101.SCH) — 3KB
• caps-20251128_lab.xml (EX-101.LAB) — 33KB
• caps-20251128_pre.xml (EX-101.PRE) — 22KB
• ea0267668-8k_capstone_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. 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 " Convertible Note "). The first Convertible Note was issued in the original principal amount of approximately $3,272,966 (the " July 2025 Convertible Note "), and the second Convertible Note was issued in the original principal amount of approximately $3,545,712.42 (the " October 2025 Convertible Note ", and together with the July 2025 Convertible Note, the " Notes "). The Convertible Notes are convertible into shares of common stock, $0.0005 par value per share (the " Common Stock ") in certain circumstances in accordance with the terms of the Convertible Notes, with the July 2025 Convertible Note having an initial conversion price per share of $1.72 (subsequently reduced to $1.00) and the October 2025 Convertible Note having a conversion price of $1.10 (the " Conversion Price) ". Pursuant to the effective registration statements on Form S-1 (File Nos. 333-289222 and 333-291041), the Company registered a total of 8,388,336 shares of Common Stock issuable upon conversion of the Convertible Notes. On November 28, 2025, pursuant to Section 7(h) of the Notes, the Company and the Buyer agreed, pursuant to a Conversion Price Voluntary Adjustment Notice signed by both parties, to reduce the Conversion Price to $0.75 with regard to the entire amount of the July 2025 Convertible Note still owed in the principal amount $500,744.01, and with regard to $1,772,856.21 of the principal amount of the October 2025 Convertible Note (with $1,772,856.21 of the principal balance of the Octob

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibits 10.1 Conversion Price Voluntary Adjustment Notice 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

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 28, 2025 Capstone Holding Corp. By: /s/ Matthew E. Lipman Name: Matthew E. Lipman Title: Chief Executive Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR