8-K
filed December 2, 2025, 6:59 PM ET
ticker CAPS
CIK 0000887151
M&A
confidence high
sentiment positive
materiality 0.70
Capstone Holding Corp. (CAPS): M&A transaction — Capstone closes Canadian Stone acquisition, adding $15M revenue and boosting run-rate toward $100M
Capstone Holding Corp.
- Acquisition closed Dec 1, 2025; consideration includes C$6.2M cash, C$3.6M in promissory notes, and up to C$3M earn-out.
- Canadian Stone Industries has ~$15M annual revenue; expected immediately accretive to EBITDA.
- Capstone reaffirms $100M run-rate revenue target for early 2026; has added $26M acquired revenue in H2 2025.
- Transaction expands Capstone's 32-state footprint and premium brand portfolio.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Capstone Holding Corp. incurred guarantee with seller.
- Instrument
- guarantee
- Counterparty
- seller
- Event
- incurrence
Exact text from the filing
the Company entered into a guaranty agreement (the “ Guaranty Agreement ”) in favor of the seller in connection with the First SPA Note issued under the Share Purchase Agreement
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Capstone Holding Corp. incurred loan of C$2,000,000 (approximately $1,434,412) with Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler at 30-day average SOFR plus an applicable margin that is (i) 1.25% through November maturing December 1, 2028.
- Instrument
- loan
- Principal
- C$2,000,000 (approximately $1,434,412)
- Counterparty
- Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler
- Rate
- 30-day average SOFR plus an applicable margin that is (i) 1.25% through November
- Maturity
- December 1, 2028
- Event
- incurrence
Exact text from the filing
(3) a promissory note in the principal amount of C$2,000,000 (approximately $1,434,412) (the “ Second SPA Note ”), payable in equal installments of C$50,000 on the last day of each of March, June, September, and December, commencing on March 31, 2027, with a maturity date of December 1, 2028 and the interest at a per annum rate equal to 30-day average SOFR plus an applicable margin
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
Capstone Holding Corp. incurred loan of C$1,600,000 (approximately $1,147,529) with Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler at TD Bank’s prime rate plus 1.00% through November 30, 2026, and at TD Bank’s prim maturing March 31, 2027.
- Instrument
- loan
- Principal
- C$1,600,000 (approximately $1,147,529)
- Counterparty
- Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler
- Rate
- TD Bank’s prime rate plus 1.00% through November 30, 2026, and at TD Bank’s prim
- Maturity
- March 31, 2027
- Event
- incurrence
Exact text from the filing
(2) a promissory note in the principal amount of C$1,600,000 (approximately $1,147,529) (the “ First SPA Note ”), payable in the amount of C$400,000 on July 31, 2026 and C$400,000 on October 31, 2026, with a maturity date of March 31, 2027 and the interest at TD Bank’s prime rate plus 1.00% through November 30, 2026, and at TD Bank’s prime rate plus 3.00% from December 1, 2026 onward
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Capstone Holding Corp. completed an acquisition involving Fraser Canyon Holdings Inc. for C$6,200,000 in cash (approximately $4,446,676 at an exchange rate of US$1.00 = C$1.3943) plus a promissory note and earn-out potential (closed 2025-11-30).
- Action
- acquisition
- Counterparty
- Fraser Canyon Holdings Inc.
- Consideration
- C$6,200,000 in cash (approximately $4,446,676 at an exchange rate of US$1.00 = C$1.3943) plus a promissory note and earn-out potential
- Closing
- 2025-11-30
Exact text from the filing
On December 1, 2025, Capstone Holding Corp. (the " Company ") closed the acquisition (the " Acquisition ") of Fraser Canyon Holdings Inc.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Capstone Holding Corp. entered into Guaranty Agreement.
- Action
- entry
- Agreement
- credit facility
Exact text from the filing
the Company entered into a guaranty agreement (the “ Guaranty Agreement ”) in favor of the seller in connection with the First SPA Note issued under the Share Purchase Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Capstone Holding Corp. entered into Share Purchase Agreement with InStone Canada Corp. and Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech in his individual capacity, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech in his capacity as the representative of the sellers of FCHI (effective 2025-12-01).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- InStone Canada Corp. and Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech in his individual capacity, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech in his capacity as the representative of the sellers of FCHI
- Effective
- 2025-12-01
Exact text from the filing
a share purchase agreement (the “ Share Purchase Agreement ”), dated December 1, 2025, by and between InStone Canada Corp., a British Columbia corporation, an indirect wholly-owned subsidiary of the Company (“ InStone Canada ”), and Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech in his individual capacity, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech in his capacity as the representative of the sellers of FCHI
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Capstone Holding Corp. entered into Asset Purchase Agreement with Continental Stone Industries Inc. and Jeffery Leech as the representative of CSIA (effective 2025-11-30).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Continental Stone Industries Inc. and Jeffery Leech as the representative of CSIA
- Effective
- 2025-11-30
Exact text from the filing
an asset purchase agreement (the “ Asset Purchase Agreement ”), dated November 30, 2025, by and between TotalStone, LLC (“ TotalStone ”), the Company’s primary operating subsidiary, and Continental Stone Industries Inc., a Delaware corporation that is wholly owned by FCHI (“ CSIA ”), and Jeffery Leech as the representative of CSIA
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Capstone Holding Corp. entered into First SPA Note valued at C$1,600,000 (effective 2026-07-31).
- Action
- entry
- Agreement
- notes offering
- Value
- C$1,600,000
- Effective
- 2026-07-31
Exact text from the filing
a promissory note in the principal amount of C$1,600,000 (approximately $1,147,529) (the “ First SPA Note ”), payable in the amount of C$400,000 on July 31, 2026 and C$400,000 on October 31, 2026, with a maturity date of March 31, 2027 and the interest at TD Bank’s prime rate plus 1.00% through November 30, 2026, and at TD Bank’s prime rate plus 3.00% from December 1, 2026 onward
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Capstone Holding Corp. entered into Second SPA Note valued at C$2,000,000 (effective 2027-03-31).
- Action
- entry
- Agreement
- notes offering
- Value
- C$2,000,000
- Effective
- 2027-03-31
Exact text from the filing
a promissory note in the principal amount of C$2,000,000 (approximately $1,434,412) (the “ Second SPA Note ”), payable in equal installments of C$50,000 on the last day of each of March, June, September, and December, commencing on March 31, 2027, with a maturity date of December 1, 2028 and the interest at a per annum rate equal to 30-day average SOFR plus an applicable margin that is (i) 1.25% through November 30, 2026, (ii) 2.50% from December 1, 2026 through November 30, 2027, and (iii) 3.75% thereafter
View on SEC.gov
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.