Capstone Holding Corp. Files S-1/A Amendment
Ticker: CAPS · Form: S-1/A · Filed: Feb 6, 2025 · CIK: 887151
Sentiment: neutral
Topics: s-1/a, public-offering, registration
TL;DR
Capstone Holding Corp. filed an S-1/A, signaling a public offering is in the works.
AI Summary
Capstone Holding Corp. filed an S-1/A amendment on February 6, 2025, for its registration statement (No. 333-284105). The company, formerly known as Capstone Therapeutics Corp. and Orthologic Corp., is incorporated in Delaware and headquartered in Alsip, IL. This filing relates to the company's public offering.
Why It Matters
This S-1/A filing indicates Capstone Holding Corp. is moving forward with a public offering, which could impact its stock price and investor base.
Risk Assessment
Risk Level: medium — S-1/A filings are typically associated with initial public offerings or significant secondary offerings, which inherently carry market and execution risks.
Key Numbers
- 333-284105 — SEC File Number (Identifies the specific registration statement.)
- 20250206 — Filing Date (Date the amendment was filed with the SEC.)
Key Players & Entities
- Capstone Holding Corp. (company) — Registrant
- February 6, 2025 (date) — Filing Date
- 333-284105 (registration_number) — SEC File Number
- Capstone Therapeutics Corp. (company) — Former Company Name
- Orthologic Corp (company) — Former Company Name
- Alsip, IL (location) — Business Address
FAQ
What is the purpose of this S-1/A filing?
This S-1/A filing is an amendment to a registration statement, indicating Capstone Holding Corp. is proceeding with a public offering.
When was this amendment filed?
The amendment was filed on February 6, 2025.
What are the former names of Capstone Holding Corp.?
The company was formerly known as Capstone Therapeutics Corp. and Orthologic Corp.
Where is Capstone Holding Corp. headquartered?
Capstone Holding Corp. is headquartered at 5141 W. 122nd Street, Alsip, IL 60803.
What is the SEC file number associated with this registration?
The SEC file number is 333-284105.
Filing Stats: 4,058 words · 16 min read · ~14 pages · Grade level 14.2 · Accepted 2025-02-06 12:02:43
Key Financial Figures
- $4.00 — of common stock at an offering price of $4.00 per share (the “Common Stock
- $2.50 — Common Stock as quoted on the OTCQB was $2.50 per share. We have applied to list our
- $32.2 million — enues have increased from approximately $32.2 million to approximately $48.4 million. In Febr
- $48.4 million — ximately $32.2 million to approximately $48.4 million. In February 2008, a Brookstone Partner
- $8.8 million — Brookstone Partners affiliate invested $8.8 million in Woodcrafter’s Home Products H
- $32 million — s interests in Woodcrafter’s for $32 million in December 2013. The ability to identi
- $3,000,000 — tingent on the Company raising at least $3,000,000 in gross proceeds from this Offering wi
- $6,029,342 — ssets. The aggregate purchase price was $6,029,342. Post acquisition, NEM Purchaser LLC ch
Filing Documents
- ea0214433-08.htm (S-1/A) — 6899KB
- ea021443308ex1-1_capst.htm (EX-1.1) — 211KB
- ea021443308ex3-4_capst.htm (EX-3.4) — 5KB
- ea021443308ex3-5_capst.htm (EX-3.5) — 42KB
- ea021443308ex4-1_capst.htm (EX-4.1) — 110KB
- ea021443308ex5-1_capst.htm (EX-5.1) — 13KB
- ea021443308ex10-1_capst.htm (EX-10.1) — 70KB
- ea021443308ex10-30_capst.htm (EX-10.30) — 39KB
- ea021443308ex10-31_capst.htm (EX-10.31) — 13KB
- ea021443308ex10-32_capst.htm (EX-10.32) — 150KB
- ea021443308ex23-1_capst.htm (EX-23.1) — 2KB
- ea021443308ex-fee_capst.htm (EX-FILING FEES) — 16KB
- timage_004.jpg (GRAPHIC) — 451KB
- ex5-1_001.jpg (GRAPHIC) — 8KB
- ex23-1_001.jpg (GRAPHIC) — 19KB
- 0001213900-25-010833.txt ( ) — 8230KB
Risk Factors
Risk Factors   14
Use of Proceeds
Use of Proceeds   29 Cautionary Note Regarding Forward-Looking Statements   30 Market For Our Common Stock and Related Stockholder Matters   31 Capitalization   32
Dilution
Dilution   34 Management’s Discussion and Analysis of Financial Condition and Results of Operations   36
Business
Business   45 Directors and Executive Officers   55
Executive Compensation
Executive Compensation   59
Security Ownership of Certain Beneficial Owners and Management
Security Ownership of Certain Beneficial Owners and Management   61 Certain Relationships and Related Party Transactions   63
Description of Capital Stock
Description of Capital Stock   66 Shares Eligible for Future Sale   69 Material U.S. Federal Income Tax Considerations   70
Underwriting
Underwriting   75 Transfer Agent and Registrar   79 Legal Matters   79 Experts   79 Where You Can Find More Information   79 Index to Consolidated Financial Statements   F-1 You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We have not, and the underwriter has not, authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities under any circumstances in which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted. The information in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates. No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us. Through and including __, 2025 (the 25 th  day after the date of this prospectus), all dealers e
Description of Capital Stock
Description of Capital Stock Below is a summary of each of our classes of capital stock: Common Stock As of February 3, 2025, there were 157,610 shares of Common Stock outstanding. Preferred Stock We have 5,000 shares of authorized preferred stock, the terms of which may be fixed by our Board of Directors (the “Board”). We presently have no outstanding shares of preferred stock. Our Board of Directors has the authority, without stockholder approval, to create and issue one or more series of such preferred stock and to determine the voting, dividend and other rights of holders of such preferred stock. If we raise additional funds to continue operations, we may issue preferred stock. The issuance of any of such series of preferred stock may have an adverse effect on the holders of common stock. The Board of Directors of the Company approved a Tax Benefit Preservation Plan (“Benefit Plan”) dated April 18, 2017, between the Company and Computershare. The Benefit Plan and the exerci