Capstone Holding enters $10.9M convertible note facility; $3M initial draw for acquisition

Capstone Holding Corp.

Company entered securities purchase agreement for up to $10.9M aggregate principal convertible notes with 8.34% OID; first note issued for ~$3.27M principal, gross proceeds $3.0M.
Convertible at $1.72/share, 7% annual interest, matures July 29, 2026; stockholder approval for issuance above 19.99% obtained July 27, 2025.
Proceeds from initial draw to fund previously announced acquisition of a Southeast U.S. thin veneer stone and hardscape distributor under non-binding LOI.
Beneficial ownership conversion limit set at 4.99% unless increased to 9.99% by buyer; Joseph Gunnar acted as placement agent with 7% cash fee.
Company targets full-year revenue run-rate of $100M through organic growth and M&A.

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