secwatch / observer

Capstone Holding Corp. — fact timeline

Source-grounded facts extracted from Capstone Holding Corp.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

CAPS Capstone Holding Corp. JSON
Shareholder Votes

Capstone Holding Corp. shareholders approved Adjournment of Annual Meeting at the 2026-06-18 meeting.

“6. The proposal of the adjournment of the Annual Meeting was approved as follows: Votes For ​ ​ Votes Against ​ ​ Broker Non-Votes ​ ​ Votes Abstained ​ 8,569,818 ​ ​ ​ 1,035,346 ​ ​ ​ 0 ​ ​ ​ 493,534 ​”
Shareholder Votes

Capstone Holding Corp. shareholders approved Amendment to Capstone Holding Corp. 2025 Stock Incentive Plan to increase maximum aggregate shares from 21.5% to 35% at the 2026-06-18 meeting.

“5. The proposal of an amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan (the “ First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan ”) to increase the maximum aggregate number of shares available for awards from 21.5% of the number of Common Shares outstanding as of the first trading day of each quarter to 35% of the number of Common Shares outstanding as of the first trading day of each quarter was approved as follows: Votes For ​ ​ Votes Against ​ ​ Broker Non-Votes ​ ​ Votes Abstained ​ 7,309,819 ​ ​ ​ 1,081,988 ​ ​ ​ 1,696,914 ​ ​ ​ 9,977 ​”
Shareholder Votes

Capstone Holding Corp. shareholders approved Amendment to Certificate of Incorporation to effect reverse stock split at ratio not less than 1-for-5 and not more than 1-for-50 at the 2026-06-18 meeting.

“4. The proposal of an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with the exact ratio and timing to be determined by the Board of Directors in its discretion within twelve months of stockholder approval was approved as follows: Votes For ​ ​ Votes Against ​ ​ Broker Non-Votes ​ ​ Votes Abstained ​ 8,171,581 ​ ​ ​ 1,923,132 ​ ​ ​ 0 ​ ​ ​ 3,985 ​”
Shareholder Votes

Capstone Holding Corp. shareholders approved Ratification of appointment of GBQ Partners LLC as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-18 meeting.

“3. The proposal to ratify the appointment of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved as follows: Votes For ​ ​ Votes Against ​ ​ Broker Non-Votes ​ ​ Votes Abstained ​ 9,425,270 ​ ​ ​ 302,428 ​ ​ ​ 0 ​ ​ ​ 371,000 ​”
Shareholder Votes

Capstone Holding Corp. shareholders approved Election of Class II directors at the 2026-06-18 meeting.

“2. The two nominees for Class II director were elected to serve a two-year term as follows: Director ​ Votes For ​ ​ % Votes For ​ ​ Votes Withheld ​ ​ % Votes Withheld ​ John M. Holliman, III ​ ​ 7,892,856 ​ ​ ​ 93.94 % ​ ​ 508,928 ​ ​ ​ 6.06 % Gordon Strout ​ ​ 7,889,264 ​ ​ ​ 93.90 % ​ ​ 512,520 ​ ​ ​ 6.10 %”
Shareholder Votes

Capstone Holding Corp. shareholders approved Election of Class I directors at the 2026-06-18 meeting.

“1. The two nominees for Class I director were elected to serve a one-year term as follows: Director ​ Votes For ​ ​ % Votes For ​ ​ Votes Withheld ​ ​ % Votes Withheld ​ Fredric J. Feldman, Ph.D. ​ ​ 7,903,599 ​ ​ ​ 94.07 % ​ ​ 498,185 ​ ​ ​ 5.93 % Elwood D. Howse, Jr. ​ ​ 7,893,504 ​ ​ ​ 93.95 % ​ ​ 508,280 ​ ​ ​ 6.05 %”
Material Agreements

Capstone Holding Corp. amended Fourth Amendment to Stream Finance Credit Agreement with Stream Finance, LLC valued at Extended the maturity date of the Stream Finance Credit Agreement to September 30, 2028. (effective 2026-06-17).

“On June 17, 2026, TotalStone entered into the fourth amendment to the Stream Finance Credit Agreement (the “ Fourth Amendment to Stream Finance Credit Agreement ”) to extend the maturity date of the Stream Finance Credit Agreement to September 30, 2028.”
Material Agreements

Capstone Holding Corp. amended Sixteenth Amendment to the Revolving Credit Agreement with Berkshire Bank valued at Extended the maturity date of the Revolving Credit Agreement to December 31, 2026. (effective 2026-06-17).

“On June 17, 2026, TotalStone entered into the sixteenth amendment to the Revolving Credit Agreement (the “ Sixteenth Amendment to the Revolving Credit Agreement ”) to extend the maturity date of the Revolving Credit Agreement to December 31, 2026.”
Material Agreements

Capstone Holding Corp. amended Amended and Restated Common Stock Purchase Agreement with an accredited investor valued at $20,000,000 in aggregate gross purchase price (effective 2026-06-11).

“On June 11, 2026, the Company and the Investor entered into an Amended and Restated Common Stock Purchase Agreement (the "Purchase Agreement"), which amends, restates, and supersedes the Original Agreement”
Material Agreements

Capstone Holding Corp. amended Conversion Price Voluntary Adjustment Notice with institutional investor valued at reduction of conversion price to $0.57 for $500,000 of principal amount (effective 2026-04-16).

“On that date, pursuant to Section 7(h) of the October 2025 Convertible Note, the Company and the Buyer agreed, pursuant to a Conversion Price Voluntary Adjustment Notice signed by both parties, to reduce the Conversion Price to $0.57 with regard to $500,000 of the principal amount that previously had a $1.10 conversion price.”
Listing & Compliance Notices

Capstone Holding Corp. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5550(a)(2)).

“January 7, 2026, Capstone Holding Corp. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Nasdaq deficiency letter has no immediate effect on the listing of the Company’s common stock, a”
Material Agreements

Capstone Holding Corp. entered into Nectarine Letter Agreement with Nectarine Management LLC.

“o vote on a proposal to approve possible future payments to Nectarine Management LLC (“Nectarine”). Nectarine is owned by Michael Toporek, Matthew E.”
Material Agreements

Capstone Holding Corp. entered into Guaranty Agreement.

“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”
Material Agreements

Capstone Holding Corp. entered into Second SPA Note valued at C$2,000,000 (effective 2027-03-31).

“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”
Material Agreements

Capstone Holding Corp. entered into First SPA Note valued at C$1,600,000 (effective 2026-07-31).

“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”
Material Agreements

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).

“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”
Material Agreements

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).

“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”
Debt Financings

Capstone Holding Corp. incurred guarantee with seller.

“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”
Debt Financings

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.

“(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”
Debt Financings

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.

“(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”
M&A Transactions

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).

“On December 1, 2025, Capstone Holding Corp. (the " Company ") closed the acquisition (the " Acquisition ") of Fraser Canyon Holdings Inc.”
Material Agreements

Capstone Holding Corp. entered into Purchase Agreement with an institutional investor valued at up to $10,909,885 (effective 2025-07-29).

“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”
M&A Transactions

Capstone Holding Corp. completed an acquisition involving D22L, Inc., David Clary, and Stuart Powell for aggregate purchase price of the Holdings Membership Interests is (i) $2,625,000 in cash, subject to adjustment set forth in Section 2.6 of the Purchase Agreemen (closed 2025-08-22).

“of the Purchase Agreement previously filed in the current report on Form 8-K dated August 18, 2025. The aggregate purchase price of the Holdings Membership Interests is (i) $2,625,000 in cash, subject to adjustment set forth in Section 2.6 of the Purchase Agreement, plus (ii) a seller note in the original principal amount of $1,250,000, plus (iii) the amount”
Equity Issuances

Capstone Holding Corp. issued convertible note to institutional investor for original principal amount of up to $10,909,885.

“(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 ”) (the “ Convertible Note Financing ”). The first Convertible Note was issued in the”
Debt Financings

Capstone Holding Corp. incurred convertible notes of original principal amount of $3,545,712.42 with an institutional investor at 7.0% per annum.

“On October 22, 2025 (the “ Issuance Date ”), the Company issued to the Buyer a second Convertible Note in the original principal amount of $3,545,712.42 (the “ Second Note ”).”
Equity Issuances

Capstone Holding Corp. issued 825,067 Series Z Preferred shares of preferred stock to Brookstone Partners Acquisition XXI Corporation for exchange of note in the combined principal and interest amount of $1,089,222.22.

“Brookstone entity, Brookstone Partners Acquisition XXI Corporation (“Brookstone Acquisition”), held a note from the Company in the combined principal and interest amount of $1,089,222.22. Both notes had a maturity date of June 30, 2026. On September 30, 2025, following approval by the Audit Committee of the Board, the Company and each of BP Peptides and”
Equity Issuances

Capstone Holding Corp. issued 642,276 Series Z Preferred shares of preferred stock to BP Peptides, LLC for exchange of note in the combined principal and interest amount of $847,919.95.

“In addition, as of September 30, 2025, one Brookstone entity, BP Peptides, LLC (“BP Peptides”), held a note from the Company in the combined principal and interest amount of $847,919.95. As of September 30, 2025, another Brookstone entity, Brookstone Partners Acquisition XXI Corporation (“Brookstone Acquisition”), held a note from the Company in the combined”
Governance Changes

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

“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.”
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.

“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 ").”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.