Capstone Holding Corp. Reports Material Definitive Agreement & Acquisition

TL;DR

Capstone Holding Corp. signed a big deal and completed an asset acquisition on Nov 30, 2025.

AI Summary

On November 30, 2025, Capstone Holding Corp. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. The company also incurred a direct financial obligation or an obligation under an off-balance sheet arrangement. Specific details regarding the agreement, acquisition, and financial obligations are not provided in this summary.

Why It Matters

This filing indicates significant corporate activity for Capstone Holding Corp., including a new material agreement and asset transaction, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and an acquisition, which are significant events that could carry inherent risks and uncertainties.

Key Players & Entities

• Capstone Holding Corp. (company) — Registrant
• November 30, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0005 — ch registered Common Stock, par value $0.0005 per share CAPS The Nasdaq Stock Mar
• $458,810.00 — of CSIA's liabilities, and (2) cash of $458,810.00 (such amount, the " Continental Cash Pu
• $6,200,000 — Purchase Transaction consisted of: (1) C$6,200,000 in cash (approximately $4,446,676 at an
• $4,446,676 — (1) C$6,200,000 in cash (approximately $4,446,676 at an exchange rate of US$1.00 = C$1.39
• $1.00 — ely $4,446,676 at an exchange rate of US$1.00 = C$1.3943), less the amount of the Con
• $1.3943 — 6,676 at an exchange rate of US$1.00 = C$1.3943), less the amount of the Continental Ca
• $1,600,000 — issory note in the principal amount of C$1,600,000 (approximately $1,147,529) (the " First
• $1,147,529 — al amount of C$1,600,000 (approximately $1,147,529) (the " First SPA Note "), payable in t
• $400,000 — SPA Note "), payable in the amount of C$400,000 on July 31, 2026 and C$400,000 on Octob
• $2,000,000 — issory note in the principal amount of C$2,000,000 (approximately $1,434,412) (the " Secon
• $1,434,412 — al amount of C$2,000,000 (approximately $1,434,412) (the " Second SPA Note "), payable in
• $50,000 — e "), payable in equal installments of C$50,000 on the last day of each of March, June,
• $3,000,000 b — ement (the "Earn-Out Agreement") up to C$3,000,000 based on Average EBITDA (as defined in th

Filing Documents

• ea0268048-8k_capstone.htm (8-K) — 36KB
• ea026804801ex2-1_capstone.htm (EX-2.1) — 438KB
• ea026804801ex2-2_capstone.htm (EX-2.2) — 481KB
• ea026804801ex10-1_capstone.htm (EX-10.1) — 30KB
• ea026804801ex10-2_capstone.htm (EX-10.2) — 32KB
• ea026804801ex10-3_capstone.htm (EX-10.3) — 24KB
• ea026804801ex10-4_capstone.htm (EX-10.4) — 60KB
• ea026804801ex99-1_capstone.htm (EX-99.1) — 13KB
• 0001213900-25-116968.txt ( ) — 1513KB
• caps-20251130.xsd (EX-101.SCH) — 3KB
• caps-20251130_lab.xml (EX-101.LAB) — 33KB
• caps-20251130_pre.xml (EX-101.PRE) — 22KB
• ea0268048-8k_capstone_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. 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 owned by FCHI (" CSIA "), and Jeffery Leech as the representative of CSIA, to purchase all of the assets and assume certain of the liabilities of CSIA (the " Asset Purchase Transaction "); and (ii) a share purchase agreement (the " Share Purchase Agreement "), dated December 1, 2025, by and between InStone Canada Corp., a British Columbia corporation, an indirect wholly-owned subsidiary of the Company (" InStone Canada "), and Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech in his individual capacity, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech in his capacity as the representative of the sellers of FCHI, to purchase all of the issued and outstanding shares of FCHI (the " FCHI Shares ", and the transaction, the " Share Purchase Transaction "). FCHI does business as Canadian Stone Industries. The aggregate purchase price for the Asset Purchase Transaction consisted of: (1) the assumption of CSIA's liabilities, and (2) cash of $458,810.00 (such amount, the " Continental Cash Purchase Price "). The aggregate purchase price for the Share Purchase Transaction consisted of: (1) C$6,200,000 in cash (approximately $4,446,676 at an exchange rate of US$1.00 = C$1.3943), less the amount of the Continental Cash Purchase Price with such cash purchase price including the assumption of liabilities; (2) a promissory note in the principal amount of C$1,600,000 (approximately $1,147,529) (the " First

01. Completion of Acquisition or Disposition

Item 2.01. Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 1

03. Creation of a Direct Financial Obligation

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

01. Other Events

Item 8.01. 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (a) Financial statements of businesses acquired. The financial statements required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (b) Pro forma financial information. The pro forma financial information required by this item will be filed by amendment to this Current Report on Form 8-K as soon as practicable, but no later than 71 calendar days after the date this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit Number Exhibits 2.1* Asset Purchase Agreement, dated November 30, 2025, by and between TotalStone, LLC, Continental Stone Industries Inc. and Jeffery Leech 2.2* Share Purchase Agreement, dated December 1, 2025, by and between InStone Canada Corp., Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech 10.1 Subordinated Promissory Note in the Principal Amount of $1,600,000, issued by Instone Canada Corp. 10.2 Subordinated Promissory Note in the Principal Amount of $2,000,000, issued by Instone Canada Corp. 10.3 Guaranty Agreement, dated December 1, 2025, by and between Capstone Holding Corp. and Jeffery Leach 10.4 Earn-Out Agreement, dated December 1, 2025, by and between InStone Canada Corp., Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leechby 99.1 Press Release, dated December 2, 2025 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 suppl

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: December 2, 2025 Capstone Holding Corp. By: /s/ Matthew E. Lipman Name: Matthew E. Lipman Title: Chief Executive Officer 3

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