---
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"
generated_at: "2026-05-17T21:41:51.494551+00:00"
event_type: "debt"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-25-071366
- JSON: https://secwatch.observer/filing/0001213900-25-071366.json
- Plain text: https://secwatch.observer/filing/0001213900-25-071366.txt

## Key facts
- Debt Financings
  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.
  - Instrument: convertible notes
  - Principal: aggregate original principal amount of up to $10,909,885
  - Counterparty: an institutional investor
  - Rate: 8.34% original issue discount
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/887151/000121390025071366/0001213900-25-071366-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.