Capstone exchanges $1.9M related-party debt for non-convertible preferred stock; no dilution

Capstone Holding Corp.

Retired $1.9M in notes from Brookstone entities BP Peptides ($847,919.95) and Brookstone Acquisition ($1,089,222.22) via exchange for Series Z Preferred.
Interest expense reduced by >$170k annually; preferred shares accrue 8% dividend payable in cash or PIK, not convertible.
Issued 1,467,343 Series Z Preferred shares with one vote per share; redeemable after 7 years or on change of control.
Additionally, reduced conversion price on $3.27M convertible note to $1.00 and waived redemption obligations until April 2026.

item 1.01 item 3.02 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.95

Capstone Holding Corp.: Certificate of Designation for Series Z Preferred shares filed, constituting an amendment to the articles of incorporation (effective 2025-10-06).

Change: charter amendment
Effective: 2025-10-06

Exact text from the filing

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The applicable disclosures set forth in Item 1.01 above regarding the Certificate of Designation are incorporated by reference into this Item 5.03.

View on SEC.gov

263 governance changes filed in the last 30 days. Browse all governance changes →

Capstone Holding Corp. filing history →

Source: SEC EDGAR

accession 0001213900-25-096315

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.