{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-071366","form_type":"8-K","ticker":"CAPS","cik":"0000887151","company_name":"Capstone Holding Corp.","filed_at":"2025-08-04T23:59:59+00:00","discovered_at":"2026-05-14T18:02:46.593696+00:00","generated_at":"2026-05-17T21:41:51.494551+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Capstone Holding enters $10.9M convertible note facility; $3M initial draw for acquisition","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-071366","json":"https://secwatch.observer/filing/0001213900-25-071366.json","markdown":"https://secwatch.observer/filing/0001213900-25-071366.md","text":"https://secwatch.observer/filing/0001213900-25-071366.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/887151/000121390025071366/0001213900-25-071366-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/887151/000121390025071366/ea0251365-8k_capstone.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T21:41:51.494551+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"eab216d7032106acd897d67da7109b58c72fa5cc","claim":"Capstone Holding Corp. incurred convertible notes of aggregate original principal amount of up to $10,909,885 with an institutional investor at 8.34% original issue discount.","evidence_excerpt":"On July 29, 2025, Capstone Holding Corp. (the \" Company \") entered into a securities purchase agreement (the \" Purchase Agreement \") with an institutional investor (the \" Buyer \"), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a \" Convertible Note \").","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/887151/000121390025071366/0001213900-25-071366-index.htm","confidence":0.97,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"aggregate original principal amount of up to $10,909,885"},{"label":"Counterparty","value":"an institutional investor"},{"label":"Rate","value":"8.34% original issue discount"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}