Capstone Holding Corp. Files S-1 Registration

TL;DR

Capstone Holding Corp. just filed an S-1, get ready for potential stock action.

AI Summary

Capstone Holding Corp. filed an S-1 registration statement with the SEC on December 31, 2024. The company, formerly known as Capstone Therapeutics Corp. and Orthologic Corp., is incorporated in Delaware and headquartered in Alsip, Illinois. This filing indicates a potential public offering or significant corporate action by Capstone Holding Corp.

Why It Matters

This S-1 filing by Capstone Holding Corp. signals a potential public offering or significant corporate event, which could impact investors and the market for its securities.

Risk Assessment

Risk Level: medium — An S-1 filing is a preliminary step for a public offering or significant corporate event, carrying inherent market and execution risks.

Key Numbers

• 333-284105 — SEC File Number (Identifies the specific registration statement)
• 86-0585310 — IRS Number (Company's Employer Identification Number)

Key Players & Entities

• Capstone Holding Corp. (company) — Registrant
• Securities and Exchange Commission (company) — Filing recipient
• December 31, 2024 (date) — Filing date
• Alsip, IL (location) — Company headquarters
• Capstone Therapeutics Corp. (company) — Former company name
• Orthologic Corp (company) — Former company name

FAQ

Key Financial Figures

• $2.24 — Common Stock as quoted on the OTCQB was $2.24 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 (t
• $6,029,342 — ssets. The aggregate purchase price was $6,029,342. Post acquisition, NEM Purchaser LLC ch

Filing Documents

• ea0214433-04.htm (S-1) — 6743KB
• ea021443304ex3-1_capst.htm (EX-3.1) — 145KB
• ea021443304ex3-3_capst.htm (EX-3.3) — 34KB
• ea021443304ex3-4_capst.htm (EX-3.4) — 107KB
• ea021443304ex4-2_capst.htm (EX-4.2) — 64KB
• ea021443304ex10-6_capst.htm (EX-10.6) — 21KB
• ea021443304ex10-7_capst.htm (EX-10.7) — 26KB
• ea021443304ex10-8_capst.htm (EX-10.8) — 12KB
• ea021443304ex10-10_capst.htm (EX-10.10) — 369KB
• ea021443304ex10-11_capst.htm (EX-10.11) — 19KB
• ea021443304ex10-12_capst.htm (EX-10.12) — 373KB
• ea021443304ex10-13_capst.htm (EX-10.13) — 57KB
• ea021443304ex10-14_capst.htm (EX-10.14) — 47KB
• ea021443304ex10-15_capst.htm (EX-10.15) — 55KB
• ea021443304ex10-16_capst.htm (EX-10.16) — 32KB
• ea021443304ex10-17_capst.htm (EX-10.17) — 28KB
• ea021443304ex10-18_capst.htm (EX-10.18) — 15KB
• ea021443304ex10-19_capst.htm (EX-10.19) — 40KB
• ea021443304ex10-23_capst.htm (EX-10.23) — 328KB
• ea021443304ex10-24_capst.htm (EX-10.24) — 41KB
• ea021443304ex10-25_capst.htm (EX-10.25) — 660KB
• ea021443304ex10-26_capst.htm (EX-10.26) — 454KB
• ea021443304ex10-27_capst.htm (EX-10.27) — 14KB
• ea021443304ex10-28_capst.htm (EX-10.28) — 16KB
• ea021443304ex10-29_capst.htm (EX-10.29) — 45KB
• ea021443304ex21-1_capst.htm (EX-21.1) — 4KB
• ea021443304ex23-1_capst.htm (EX-23.1) — 2KB
• ea021443304ex99-1_capst.htm (EX-99.1) — 2KB
• ea021443304ex99-2_capst.htm (EX-99.2) — 2KB
• ea021443304ex99-3_capst.htm (EX-99.3) — 2KB
• ea021443304ex99-4_capst.htm (EX-99.4) — 2KB
• ea021443304ex-fee_capst.htm (EX-FILING FEES) — 16KB
• ex23-1_001.jpg (GRAPHIC) — 12KB
• ex23-1_002.jpg (GRAPHIC) — 7KB
• timage_004.jpg (GRAPHIC) — 451KB
• 0001213900-24-114111.txt ( ) — 10427KB

Risk Factors

Risk Factors   14

Use of Proceeds

Use of Proceeds   28 Cautionary Note Regarding Forward-Looking Statements   29 Market For Our Common Stock and Related Stockholder Matters   30 Capitalization   31

Dilution

Dilution   32 Management’s Discussion and Analysis of Financial Condition and Results of Operations   33

Business

Business   42 Directors and Executive Officers   52

Executive Compensation

Executive Compensation   56

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management   58 Certain Relationships and Related Party Transactions   59

Description of Capital Stock

Description of Capital Stock   62 Shares Eligible for Future Sale   65 Material U.S. Federal Income Tax Considerations   66

Underwriting

Underwriting   71 Transfer Agent and Registrar   75 Legal Matters   75 Experts   75 Where You Can Find More Information   75 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 December 30, 2024, 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 exercise of rights to purchase Series A Preferred Stock, pursuant to the terms thereof, may delay, defer or prevent a change in control without the approval of the Board. In addition to the anti -takeover effects of the rights granted under the Benefit Plan, the issuance of preferred stock, generally, could have a dilutive effect on our stockholders. Under the Benefit Plan, each outstanding sh

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View this S-1 filing on SEC EDGAR