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Capstone Holding Corp. announced it entered a membership interest purchase agreement to acquire Carolina Stone Holdings, LLC and its subsidiary Carolina Stone Distributors, LLC. The agreed consideration consists of $2,625,000 in cash (subject to adjustment), a seller note of $1,250,000 in original principal, and additional payments under an earn-out agreement. The sellers include D22L, Inc., and named individuals David Clary and Stuart Powell.

The filing lists customary transaction risks explicitly: potential unexpected costs or delays, competing proposals, unmet closing conditions or required consents, possible litigation or financing needs, and the risk that Capstone鈥檚 stock price could decline if the acquisition is not completed. The disclosure references additional risk factors in the company鈥檚 SEC reports.

Capstone Holding Corp. entered into a securities purchase agreement to issue senior secured convertible notes in an aggregate original principal amount of up to $10,909,885. The notes carry an 8.34% original issue discount and are convertible into the company's common stock, $0.0005 par value, at an initial conversion price of $1.72 per share. The first note issued had an original principal amount of approximately $3,272,966.

The structure provides immediate financing through secured convertible debt while allowing conversion into equity under specified terms. Key contractual terms disclosed include the aggregate principal cap, the original issue discount, the initial conversion price, and that the notes are senior and secured.

Capstone Holding Corp. (CAPS) reported interim financial and restructuring disclosures showing significant financing activity, elevated leverage, and continued operating losses. The report discloses a public offering of 1,250,000 shares at $4.00 generating approximately $3,252,000 net proceeds, Convertible Notes issued with an aggregate principal of $10,909,885 (initial note ~$3,272,966) convertible at $1.72 per share, and a line of credit balance of $8.7 million at June 30, 2025 (up from $6.3 million at December 31, 2024) with maturity December 17, 2025. TotalStone restructuring resulted in issuance of 3,782,641 common shares representing ~96% of outstanding shares on the Restructuring Date and changes in ownership percentages among related parties. The company reported operating losses and negative earnings per share figures including $(0.13) and $(8.43) per share in cited periods and disclosed long-term debt of $5.8 million with $2.9 million current portion. Supplemental details include depreciation, inventory reserves ($596k at June 30, 2025), lease liabilities and various amendment fees and accrued interest balances.

Capstone Holding Corp. submitted a Form NT 10-Q notice for the period ended June 30, 2025 indicating the periodic report will be filed late under Rule 12b-25. The notice confirms that all other required periodic reports for the prior 12 months have been filed and that no significant change in results of operations is anticipated for the reporting period. The form names Matthew E. Lipman as the signer, identified as Chief Executive Officer, and includes a date of August 15, 2025. The company provided a contact line for questions about the notification. This is a timing/filing notice, not the substantive quarterly report itself.

Capstone Holding (Nasdaq: CAPS) filed an 8-K announcing a first amendment to its May 14 2025 common-stock purchase agreement with Tumim Stone Capital.

• Raises the single VWAP Purchase limit to $3 million (from $2 million)
• Eliminates the 100% five-day average volume restriction; new ceiling is the lesser of 40% same-day volume or $3 million divided by prior-day VWAP
• Aggregate facility size remains up to $20 million; shares still priced at 97% of the lowest three-day VWAP

The amendment provides faster, larger draws for working-capital needs but may accelerate dilution and trading pressure because more shares can be issued below market in a single transaction.