CAPS / Capstone Holding Corp. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

May 18, 2026

Exhibit 10.3 May 18, 2026 Totalstone, LLC Northeast Masonry Distributors, LLC Totalstone Properties, LLC 1 Red Valley Rd. Millstone Township, NJ 08510 Attn: Matthew Lipman, Manager CS Purchase Holdings LLC Carolina Stone Holdings, LLC 2140 South DuPont Hwy Camden, DE 19934 Attn: Matthew Lipman, Manager Carolina Stone Distributors, LLC 10312 Globe Rd. Morrisville, NC 27560 Attn: Matthew Lipman, Man

UNITED STATES

UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

FORM ARS

CAPSTONE HOLDING CORP. 2025 ANNUAL REPORT Capstone Holding Corp. Board of Directors and Executive Officers as of April 27, 2026 BOARD OF DIRECTORS Name Principal Occupation or Employment Matthew E. Lipman Chief Executive Officer and Director of Capstone Holding Corp. Michael M. Toporek Chairman of Capstone Holding Corp. and Managing General Partner of Brookstone Partners Charles Dana Operating Par

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2026 CAPSTONE HOLDING CORP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2026 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission File

Capstone Publishes Investor FAQ Detailing 72% Reduction in Convertible Principal and Reaffirming FY2026 Guidance

Exhibit 99.1 Capstone Publishes Investor FAQ Detailing 72% Reduction in Convertible Principal and Reaffirming FY2026 Guidance FAQ details capital structure progress and operating outlook, including FY2026 guidance of $72.1M in revenue and approximately 322% EBITDA growth NEW YORK-(BUSINESS WIRE)-Capstone Holding Corp. (NASDAQ: CAPS), a tech-enabled building products distribution platform, today pu

CAPSTONE FAQ

Exhibit 99.2 CAPSTONE FAQ Capital Structure How much total debt is currently outstanding, and how much has already been converted into shares? Capstone originally issued $6.82 million of convertible-note principal across the July 2025 and October 2025 notes. As of May 1, approximately $4.92 million—or 72% of the outstanding principal—has already been converted, leaving $1.90 million outstanding. R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from      to      Commission file nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33560 Caps

April 16, 2026

Exhibit 10.1 April 16, 2026 3i, LP 2 Wooster Street, 2nd Floor, New York, New York 10013. Attn: Maier Joshua Tarlow, Manager of 3i Management, LLC, the general partner of 3i, LP Re: Conversion Price Voluntary Adjustment Notice Dear Sirs: Reference is made to (a) that certain Securities Purchase Agreement dated as of July 29, 2025 (the “Purchase Agreement”) between Capstone Holding Corp. (the “Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33560 Capsto

THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.33 THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated and effective as of June 11, 2025 (the “Execution Date”) is entered into by and among TOTALSTONE, LLC, a Delaware limited liability company (“TotalStone”), NORTHEAST MASONRY DISTRIBUTORS, LLC, a Delaware limited liability compan

SUBORDINATED PROMISSORY NOTE

Exhibit 10.34 SUBORDINATED PROMISSORY NOTE $1,250,000 Dated: August 22 , 2025 Maturity Date: February 22 , 2028 FOR VALUE RECEIVED, the undersigned, CS Purchase Holdings LLC, a Delaware limited liability company (the “Maker”), hereby promises to pay to the order of D22L, Inc., a North Carolina corporation (the “Holder”) at 1438 Third Avenue, Apt. 23B, New York, NY 10028, or such other place as the

[signature page follows]

Exhibit 10.38 April [ ], 2026 Re: Nectarine Management LLC Series B Consent Rights Fees and Expenses WHEREAS, this letter agreement (the “Letter Agreement”) is entered into in connection with a fees and expenses arrangement that Capstone Holding Corp., a Delaware corporation (the “Company”) on the one hand and Nectarine Management LLC, a Delaware limited liability company (“Nectarine”) on the othe

List of Subsidiaries As of December 31, 2025

Exhibit 21.1 List of Subsidiaries As of December 31, 2025 Name Jurisdiction of Organization Ownership TotalStone, LLC Delaware 100% (direct) Northeast Masonry Distributors, LLC Massachusetts 100% (through TotalStone) TotalStone Properties, LLC Delaware 100% (through TotalStone) NEM Purchaser, LLC Delaware 100% (through TotalStone) CS Purchase Holdings, LLC North Carolina 100% (direct) Carolina Sto

COMMON STOCK PURCHASE WARRANT CAPSTONE HOLDING CORP.

Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

LETTER OF AGREEMENT

Exhibit 10.35 • • ml Fraser Valley Commercial Banking Centre 10435 King George Hwy 2nd Floor Surrey, BC V3T 2W7 November 7, 2025 LETTER OF AGREEMENT The Toronto-Dominion Bank (the "Bank") is pleased to offer the following credit facilities (individually the "Facility" and collectively the "Facilities") subject to the terms and conditions set forth below and in the attached Schedule(s) (collectivel

CONSENT, JOINDER AGREEMENT AND FOURTEENTH AMENDMENT

Exhibit 10.36 CONSENT, JOINDER AGREEMENT AND FOURTEENTH AMENDMENT THIS CONSENT, JOINDER AGREEMENT AND FOURTEENTH AMENDMENT (this “Agreement”), dated as of August 22, 2025, is by and among CS PURCHASE HOLDINGS LLC, a Delaware limited liability company (“CS Purchase”), CAROLINA STONE HOLDINGS, LLC, a Delaware limited liability company (“Carolina Holdings”), CAROLINA STONE DISTRIBUTORS, LLC, a Delawa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2026 CAPSTONE HOLDING C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2026 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission F

DESCRIPTION OF THE REGISTRANT’S SECURITIES

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES As of April 16, 2025, Capstone Holding Corp. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.0005 per share (the “Common Stock”). The following description summarizes the most important terms of our Common Stock. This sum

FIFTEENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT

Exhibit 10.37 FIFTEENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT THIS FIFTEENTH AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Fifteenth Amendment”) is entered into as of December 19, 2025, as defined below, by and among TOTALSTONE, LLC, a Delaware limited liability company (“TotalStone”), NORTHEAST MASONRY DISTRIBUTORS, LLC (f/k/a NEM Purchaser, LLC)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response SEC FILE NUMBER 001-33560 CUSIP NUMBER 14068E208 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2025 ☐ Transition Report on For

Fraser Canyon Holdings, Inc. Consolidated Financial Statements As of and for the year ended December 31, 2024

Exhibit 99.1 Fraser Canyon Holdings, Inc. Consolidated Financial Statements As of and for the year ended December 31, 2024 Index to Consolidated Financial Statements Page Independent Auditor’s Report F-2 Consolidated Financial Statements: Balance Sheet F-4 Statement of Income and Comprehensive Loss F-5 Statement of Stockholders’ Equity F-6 Statement of Cash Flows F-7 Notes to Consolidated Financia

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No.1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorp

Fraser Canyon Holdings, Inc. Consolidated Financial Statements As of and for the Nine Months ended September 30, 2025

Exhibit 99.2 Fraser Canyon Holdings, Inc. Consolidated Financial Statements As of and for the Nine Months ended September 30, 2025 Index to Consolidated Financial Statements Page Balance Sheet (Unaudited) F-2 Statement of Income and Comprehensive Income (Unaudited) F-3 Statement of Stockholders’ Equity (Unaudited) F-4 Statement of Cash Flows (Unaudited) F-5 Notes to Consolidated Financial Statemen

CAPSTONE HOLDING CORP. Unaudited Pro Forma Combined Financial Information

Exhibit 99.3 CAPSTONE HOLDING CORP. Unaudited Pro Forma Combined Financial Information On December 1, 2025, Capstone Holding Corp. (the “Company”) completed its previously announced acquisition (the “Acquisition”) of Fraser Canyon Holdings Inc. (“FCHI”) and its subsidiaries. FCHI does business as Canadian Stone Industries. The Acquisition was completed pursuant to the terms and conditions of (i) t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2)) ☒ Definitive Information Statement CAPSTONE HOLDING CORP. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2)) ☐ Definitive Information Statement CAPSTONE HOLDING CORP. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2026 CAPSTONE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 28, 2026 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission

2

Exhibit 99.1 Business Strategy Why does management believe Capstone’s stock performance does not reflect the business’s strategy? Management believes that the Company has not consistently communicated its long-term strategy in a manner that is easy for the market to fully digest. Across the enterprise, Capstone has been developing and deploying technology to support scale, integration, and profita

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2026 CAPSTONE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2026 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission

CONDITIONAL FEE WAIVER AND DEFERRAL AGREEMENT

Exhibit 10.1 CONDITIONAL FEE WAIVER AND DEFERRAL AGREEMENT THIS AGREEMENT (this “Agreement”) is made and entered into as of January 21, 2026, by and among TOTALSTONE, LLC, a Delaware limited liability company (the “Company”), BROOKSTONE PARTNERS IAC, INC., a New York Corporation (“Brookstone”), and GORDON STROUT (“Executive”) (collectively, the “Parties”). RECITALS WHEREAS, the Company and Brookst

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2026 CAPSTONE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 7, 2026 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2025 CAPSTONE HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 19, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commissio

CAPSTONE HOLDING CORP : North America’s Premier Building Products Distribution Platform December 2025 BUILT TO DELIVER. POSITIONED TO ACQUIRE. READY TO SCALE. Strategy Update Legal Disclosure & Disclaimer This presentation includes forward - looking

Exhibit 99.1 CAPSTONE HOLDING CORP : North America’s Premier Building Products Distribution Platform December 2025 BUILT TO DELIVER. POSITIONED TO ACQUIRE. READY TO SCALE. Strategy Update Legal Disclosure & Disclaimer This presentation includes forward - looking statements within the meaning of the Private Securities Litigation Reform Act that reflect our current views with respect to, among other

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2025 CAPSTONE HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 15, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commissio

GUARANTY AGREEMENT

Exhibit 10.3 EXECUTION VERSION GUARANTY AGREEMENT This GUARANTY AGREEMENT (this “Guaranty”) is effective as of December 1, 2025 and is given by Capstone Holding Corp., a Delaware corporation (the “Guarantor”), with a notice address of 5141 W. 122nd Street, Alsip, IL 60803, in favor of Dream Family Holdings Ltd., a British Columbia company (“Dream Family”), The Jeffery Leech Family Trust (the “Leec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2025 CAPSTONE HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 30, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commissio

SHARE PURCHASE AGREEMENT December 1, 2025 by and among InStone Canada Corp., an Alberta company, Dream Family Holdings Ltd., a British Columbia company, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens,

Exhibit 2.2 EXECUTION VERSION SHARE PURCHASE AGREEMENT December 1, 2025 by and among InStone Canada Corp., an Alberta company, Dream Family Holdings Ltd., a British Columbia company, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech, in his capacity as the Sellers’ Representative TABLE OF CONTENTS P

EARN-OUT AGREEMENT

Exhibit 10.4 EXECUTION VERSION EARN-OUT AGREEMENT This Earn-Out Agreement (this “Agreement”) is entered into as of December 1, 2025, by and among InStone Canada Corp., an Alberta company (“Buyer”), Dream Family Holdings Ltd., a British Columbia company (“Dream Family”), The Jeffrey Leech Family Trust (the “Leech Trust”), Jeffrey Leech, an individual (“Leech”), Wendi Chiavacci, an individual (“Chia

ASSET PURCHASE AGREEMENT November 30, 2025 by and between TotalStone, LLC, a Delaware limited liability company, Continental Stone Industries Inc., a Delaware corporation, Jeffery Leech, in his capacity as the Sellers’ Representative TABLE OF CONTENT

Exhibit 2.1 EXECUTION VERSION ASSET PURCHASE AGREEMENT November 30, 2025 by and between TotalStone, LLC, a Delaware limited liability company, Continental Stone Industries Inc., a Delaware corporation, and Jeffery Leech, in his capacity as the Sellers’ Representative TABLE OF CONTENTS pAGE 1. DEFINITIONS; INTERPRETATION AND RULES OF CONSTRUCTION. 2 2. PURCHASE AND SALE OF ASSETS; ASSIGNMENT AND AS

Subordinated Promissory note

Exhibit 10.1 Subordinated Promissory note $1,600,000 Dated: December 1, 2025 Maturity Date: March 31, 2027 FOR VALUE RECEIVED, the undersigned, Instone Canada Corp., an Alberta company (the “Maker”), hereby promises to pay to the order of Dream Family Holdings Ltd., a British Columbia company (“Dream Family”), The Jeffery Leech Family Trust (the “Leech Trust”), Jeffery Leech, an individual (“Leech

Subordinated Promissory note

Exhibit 10.2 Subordinated Promissory note $2,000,000 Dated: December 1, 2025 Maturity Date: December 1, 2028 FOR VALUE RECEIVED, the undersigned, Instone Canada Corp., an Alberta company (the “Maker”), hereby promises to pay to the order of Dream Family Holdings Ltd., a British Columbia company (“Dream Family”), The Jeffery Leech Family Trust (the “Leech Trust”), Jeffery Leech, an individual (“Lee

Capstone Closes Canadian Stone Industries Acquisition, Adding $15M Revenue and Expanding North American Footprint

Exhibit 99.1 Capstone Closes Canadian Stone Industries Acquisition, Adding $15M Revenue and Expanding North American Footprint The transaction strengthens Capstone’s platform and advances progress toward its $100M run-rate target for early 2026. December 2, 2025 – New York, NY – Capstone Holding Corp. (NASDAQ: CAPS), a national building products distribution platform, today announced the closing o

November 28, 2025

Exhibit 10.1 November 28, 2025 3i, LP 2 Wooster Street, 2nd Floor, New York, New York 10013. Attn: Maier Joshua Tarlow, Manager of 3i Management, LLC, the general partner of 3i, LP Re: Conversion Price Voluntary Adjustment Notice Dear Sirs: Reference is made to (a) that certain Securities Purchase Agreement dated as of July 29, 2025 (the “Purchase Agreement”) between Capstone Holding Corp. (the “C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2025 CAPSTONE HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 28, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commissio

CAPSTONE HOLDING CORP. 2025 STOCK INCENTIVE PLAN

Exhibit 10.1 CAPSTONE HOLDING CORP. 2025 STOCK INCENTIVE PLAN 1. PURPOSE The purpose of the Capstone Holding Corp. 2025 Stock Incentive Plan (this “Plan”) is to promote the interests of Capstone Holding Corp. (the “Company”) and its stockholders by allowing the Company to attract and retain senior managers, employees, directors, consultants, professionals and service providers who provide services

ARTICLES OF INCORPORATION OF CAPSTONE HOLDING CORP. (A NEVADA CORPORATION) Article 1 NAME

Exhibit 3.1 ARTICLES OF INCORPORATION OF CAPSTONE HOLDING CORP. (A NEVADA CORPORATION) Article 1 NAME The name of the corporation is Capstone Holding Corp. (the “Corporation”). Article 2 DURATION The duration of the Corporation’s existence shall be perpetual. Article 3 PURPOSE The nature of the business of the Corporation and the objects or purposes to be transacted, promoted, or carried on by it

AGREEMENT AND PLAN OF MERGER

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of , 2025, is entered into between Capstone Holding Corp., a Delaware corporation (the “Company”) and Capstone Holding Corp., a Nevada corporation and a wholly owned subsidiary of the Company (“Merger Sub”). The Company and Merger Sub are sometimes together referred to herein

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2025 CAPSTONE HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commissio

CAPSTONE HOLDING CORP. (Effective as of _______, 2025) ARTICLE I. MEETINGS OF STOCKHOLDERS

Exhibit 3.2 BYLAWS OF CAPSTONE HOLDING CORP. (Effective as of , 2025) ARTICLE I. MEETINGS OF STOCKHOLDERS Section 1. Annual Meetings. The Annual Meeting of stockholders of the Corporation (the “Annual Meeting”) for purposes of the Nevada Revised Statutes (the “NRS”) 78.330 shall be held on such date and at such time as shall be designated from time to time by the Board of Directors. The election o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41775 Capsto

Capstone Reports Record Q3 Results With 46% EBITDA Growth and New Acquisition Momentum

Exhibit 99.1 Capstone Reports Record Q3 Results With 46% EBITDA Growth and New Acquisition Momentum Pro forma revenue up 19% YoY; $26M in acquired annual revenue accelerates Capstone’s path toward a $100M run-rate by early 2026 November 17, 2025 – New York, NY – Capstone Holding Corp. (NASDAQ: CAPS), a national building products distribution platform, today announced strong financial and strategic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2025 CAPSTONE HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 17, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response SEC FILE NUMBER 001-33560 CUSIP NUMBER 14068E208 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2025 ☐ Transition Report on Fo

Carolina Stone Holdings, Inc. Consolidated Financial Statements As of and for the Six Months ended June 30, 2025

Exhibit 99.2 Carolina Stone Holdings, Inc. Consolidated Financial Statements As of and for the Six Months ended June 30, 2025 Index to Consolidated Financial Statements Page Unaudited Consolidated Financial Statements: Balance Sheet (Unaudited) 1 Statements of Income and Shareholders’ Equity (Unaudited) 2 Statements of Cash Flows (Unaudited) 3 Notes to Consolidated Financial Statements (Unaudited)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2025 CAPSTONE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 22, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission

Carolina Stone Holdings, Inc. Consolidated Financial Statements As of and for the year ended December 31, 2024

Exhibit 99.1 Carolina Stone Holdings, Inc. Consolidated Financial Statements As of and for the year ended December 31, 2024 Index to Consolidated Financial Statements Page Independent Auditor’s Report 1 Consolidated Financial Statements: Balance Sheet 2 Statements of Income and Shareholders’ Equity 3 Statements of Cash Flows 4 Notes to Consolidated Financial Statements 5 i To the Shareholders Caro

CAPSTONE HOLDING CORP. Unaudited Pro Forma Combined Financial Information

Exhibit 99.3 CAPSTONE HOLDING CORP. Unaudited Pro Forma Combined Financial Information On August 22, 2025, Capstone Holding Corp. (the “Company”) completed its previously announced membership interest purchase agreement (the “Purchase Agreement”) with D22L, Inc., a North Carolina corporation (the “Seller Entity”), David Clary, and Stuart Powell (together with David Clary and the Seller Entity, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2025 CAPSTONE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 22, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission

As filed with the Securities and Exchange Commission on October 23, 2025.

As filed with the Securities and Exchange Commission on October 23, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 CAPSTONE HOLDING CORP. (Exact name of Registrant as specified in its charter) Delaware 5090 86-0585310 (State or Other Jurisdiction of Incorporation or Organization) (

Capstone Holding Corp. SENIOR SECURED CONVERTIBLE NOTE

Exhibit 4.1 Execution Copy NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (A) IN THE ABSENCE OF (I) AN EFFECTIVE REGIS

CALCULATION OF FILING FEE TABLES Capstone Holding Corp. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES S-1 Capstone Holding Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common stock,

2

Exhibit 10.2 October 5, 2025 3i, LP 2 Wooster Street, 2nd Floor New York, New York 10013 Attn: Maier Joshua Tarlow, Manager of 3i Management, LLC, the general partner of 3i, LP Re: Conversion Price Voluntary Adjustment Notice Dear Sirs: Reference is made to (a) that certain Securities Purchase Agreement dated as of July 29, 2025 (the “Purchase Agreement”) between Capstone Holding Corp. (the “Compa

EXCHANGE AGREEMENT

Exhibit 10.1 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”), dated as of September 30, 2025 (the “Effective Date”), is by and among Capstone Holding Corp. (f/k/a Capstone Therapeutics Corp.), a Delaware corporation (the “Company”), and each holder of the Existing Notes (as defined below) listed on the Schedule of Note Holders set forth on Schedule A hereto (each, a “Note Holder” and

Capstone Retires $1.9 Million Debt, Decreases Leverage Without Diluting Common Shareholders

Exhibit 99.1 Capstone Retires $1.9 Million Debt, Decreases Leverage Without Diluting Common Shareholders Transaction Strengthens Balance Sheet and Improves Position for Accretive M&A October 1, 2025 — New York, NY — Capstone Holding Corp.(“Capstone” or the “Company”) (NASDAQ: CAPS), a national building products distribution platform, today announced the exchange of $1.9 million in debt by a relate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2025 CAPSTONE HOLDI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 30, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commissi

CAPSTONE HOLDING CORP. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES Z 8% NON-CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF DELAWARE GENERAL CORPORATION LAW

Exhibit 3.1 CAPSTONE HOLDING CORP. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES Z 8% NON-CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF DELAWARE GENERAL CORPORATION LAW The undersigned, Edward Schultz, does hereby certify that: 1. He is the Chief Financial Officer of Capstone Holding Corp., a Delaware corporation (the “Corporation”). 2. The Corporation is aut

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

ARS

CAPSTONE HOLDING CORP . 2024 ANNUAL REPORT Capstone Holding Corp. Board of Directors and Executive Officers as of October 1, 2025 BOARD OF DIRECTORS Name Principal Occupation or Employment Matthew E. Lipman Chief Executive Officer and Director of Capstone Holding Corp. Michael Toporek Chairman of Capstone Holding Corp. and Managing General Partner of Brookstone Partners Charles Dana Operating Part

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Stat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant   ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐  Definitive Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2)) ☒ Definitive Information Statement CAPSTONE HOLDING CORP. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C (Rule 14c-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d) (2)) ☐ Definitive Information Statement CAPSTONE HOLDING CORP. (Name of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2025 CAPSTONE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 15, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission

MEMBERSHIP INTEREST PURCHASE AGREEMENT August 15, 2025 by and among CAPSTONE HOLDING CORP., a Delaware corporation, D22L, Inc., a North Carolina corporation, David T. Clary, Edwin Stuart Powell III TABLE OF CONTENTS

Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT August 15, 2025 by and among CAPSTONE HOLDING CORP., a Delaware corporation, D22L, Inc., a North Carolina corporation, David T. Clary, and Edwin Stuart Powell III TABLE OF CONTENTS PAGE 1 DEFINITIONS. 1 2 Closing. 1 2.1 Purchase and Sale. 1 2.2 Purchase Price 1 2.3 Signing; the Closing 2 2.4 Closing Deliveries 2 2.5 Withholding 5 2.6 Net Working C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: Expires: Estimated average burden hours per response SEC FILE NUMBER 001-33560 CUSIP NUMBER 14068E208 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10

CAPSTONE HOLDING CORP. 4,081,672 Shares of Common Stock

PROSPECTUS SUPPLEMENT No. 1 Filed Pursuant to Rule 424(b)(3) Dated August 15, 2025 Registration No. 333-289222 (To Prospectus dated August 11, 2025) CAPSTONE HOLDING CORP. 4,081,672 Shares of Common Stock This Prospectus Supplement No.1 (this “Prospectus Supplement No. 1”) relates to the offer and resale from time to time by the selling stockholder identified in the prospectus dated August 11, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 CAPSTONE HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 14, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission

Conversion Price Voluntary Adjustment Notice

Exhibit 10.1 August 14, 2025 3i, LP 2 Wooster Street, 2nd Floor, New York, New York 10013. Attn: Maier Joshua Tarlow, Manager of 3i Management, LLC, the general partner of 3i, LP Re: Conversion Price Voluntary Adjustment Notice Dear Sirs: Reference is made to (a) that certain Securities Purchase Agreement dated as of July 29, 2025 (the “Purchase Agreement”) between Capstone Holding Corp. (the “Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41775 Capstone Ho

CAPSTONE HOLDING CORP. 4,081,672 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-289222 CAPSTONE HOLDING CORP. 4,081,672 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the selling stockholder identified in this prospectus of up to an aggregate of 4,081,672 shares of common stock, par value $0.0005 per share (the “Common Stock”), of Capstone Holding Corp., a Delaware co

CAPSTONE HOLDING CORP. 5141 W. 122nd Street Alsip, IL 60803

CAPSTONE HOLDING CORP. 5141 W. 122nd Street Alsip, IL 60803 August 7, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Capstone Holding Corp. Registration Statement on Form S-1, File No. 333-289222 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: August 11, 2025 Requested Time: 9:15 am, Eastern Time Ladies a

LETTER

August 6, 2025 Matthew Lipman Chief Executive Officer Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 Re: Capstone Holding Corp. Registration Statement on Form S-1 Filed August 4, 2025 File No. 333-289222 Dear Matthew Lipman: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for accelera

Form of Securities Purchase Agreement, by and between Capstone Holding Corp. and the Buyer

Exhibit 10.1 Execution Copy SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 29, 2025 (the “Subscription Date”), is by and among Capstone Holding Corp., a Delaware corporation with offices located at 5141 W. 122nd Street, Alsip, Illinois 60803 (the “Company”), and the investor listed on the Schedule of Buyers attached hereto (the “Schedule of Bu

Capstone Secures Up To $10 million Financing Facility – Supports Acquisition Strategy Initial $3 Million Close Facilitates Announced Southeast, U.S. Based Deal Under LOI

Exhibit 99.1 Capstone Secures Up To $10 million Financing Facility – Supports Acquisition Strategy Initial $3 Million Close Facilitates Announced Southeast, U.S. Based Deal Under LOI July 30, 2025 – New York, NY – Capstone Holding Corp. (NASDAQ: CAPS), a national building products distribution platform, today announced the closing of a $10 million convertible note facility on July 29, 2025, which

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 CAPSTONE HOLDING CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 29, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission Fi

Form of Security Agreement, by and between Capstone Holding Corp. and the Buyer

Exhibit 10.4 Execution Copy SECURITY AGREEMENT This SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”), dated as of July 29, 2025 (the “Closing Date”), is made by and between Capstone Holding Corp., a Delaware corporation with offices located at 5141 W. 122nd Street, Alsip, Illinois 60803 (“Company” and together with

Form of Registration Rights Agreement, by and between Capstone Holding Corp. and the Buyer

Exhibit 10.3 Execution Copy REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2025 (the “Agreement Date”), is by and among Capstone Holding Corp., a Delaware corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached to the Securities Purchase Agreement (as defined below) (collectively, the “Buyers” and,

As filed with the Securities and Exchange Commission on August 4, 2025.

As filed with the Securities and Exchange Commission on August 4, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 CAPSTONE HOLDING CORP. (Exact name of Registrant as specified in its charter) Delaware 5090 86-0585310 (State or Other Jurisdiction of Incorporation or Organization) (Pr

Filing Fee Table

Exhibit 107 CALCULATION OF FILING FEE TABLES S-1 Capstone Holding Corp. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common stock, par

Form of Senior Secured Convertible Note

Exhibit 10.2 Execution Copy NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (A) IN THE ABSENCE OF (I) AN EFFECTIVE REGI

Capstone Answers Key Investor Questions with New FAQ

Exhibit 99.1 Capstone Answers Key Investor Questions with New FAQ June 30, 2025 – New York, NY – Capstone Holding Corp. (NASDAQ: CAPS), a national building products distribution platform, today announced the publication of an Investor FAQ. The resource offers current and prospective shareholders clear, up-to-date information on the company and its active acquisition program. Available on Capstone’

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 30, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission Fi

First Amendment to Common Stock Purchase Agreement, dated June 26, 2025, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC

Exhibit 10.1 FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT This FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), is entered into as of June 26, 2025 (the “Amendment Date”), by and between Capstone Holding Corp., a Delaware corporation (the “Company”), and Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”). WHEREAS: A. The Company and the Inve

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 CAPSTONE HOLDING CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 26, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission Fi

CAPSTONE HOLDING CORP. 5,190,251 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-287745 CAPSTONE HOLDING CORP. 5,190,251 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the selling stockholder identified in this prospectus of an aggregate of 5,190,251 shares of common stock, par value $0.0005 per share (the “Common Stock”), of Capstone Holding Corp., a Delaware corporat

As filed with the Securities and Exchange Commission on June 9, 2025.

As filed with the Securities and Exchange Commission on June 9, 2025. Registration No. 333-287745 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 CAPSTONE HOLDING CORP. (Exact name of Registrant as specified in its charter) Delaware 5090 86-0585310 (State or Other Jurisdiction of Incorporatio

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 June 9, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Capstone Holding Corp. Registration Statement on Form S-1, File No. 333-287745 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: June 11, 2025 Requested Time: 5:00 p.m., Eastern Time Ladies and

Registration Rights Agreement, dated May 14, 2025, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC

Exhibit 10.35 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 14, 2025, is by and between Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”), and Capstone Holding Corp., a Delaware corporation (the “Company”). RECITALS WHEREAS, the Company and the Investor have entered into that certain Common Stock Purchase Agreemen

Common Stock Purchase Agreement, dated May 14, 2025, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC

Exhibit 10.34 Execution Version COMMON STOCK PURCHASE AGREEMENT dated as of May 14, 2025 by and between CAPSTONE HOLDING CORP. and TUMIM STONE CAPITAL, LLC table of contents Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1 Purchase and Sale of Stock 1 Section 2.2 Closing Date; Settlement Dates 2 Section 2.3 Initial Public Announcement and Required Filings 2 Sectio

LETTER

June 6, 2025 Matthew Lipman Chief Executive Officer Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 Re: Capstone Holding Corp. Registration Statement on Form S-1 Filed June 3, 2025 File No. 333-287745 Dear Matthew Lipman: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration

As filed with the Securities and Exchange Commission on June 3, 2025.

As filed with the Securities and Exchange Commission on June 3, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 CAPSTONE HOLDING CORP. (Exact name of Registrant as specified in its charter) Delaware 5090 86-0585310 (State or Other Jurisdiction of Incorporation or Organization) (Prim

Placement Agency Agreement, dated May 15, 2025, by and between Capstone Holding Corp. and Joseph Gunnar & Co., LLC

Exhibit 1.1 Placement Agency Agreement May 15, 2025 Capstone Holding Corp 5141 W. 122nd Street Alsip, IL 60803 Attention: Matthew E. Lipman, Chief Executive Officer Dear Mr. Lipman: This letter (the “Agreement”) constitutes the agreement between Joseph Gunnar & Co., LLC (“Gunnar” or the “Placement Agent”) and Capstone Holding Corp, a Delaware corporation (the “Company”), that Gunnar shall serve as

Filing Fee Table

Exhibit 107 CALCULATION OF REGISTRATION FEE FORM S-1 (Form Type) Capstone Holding Corp.

Form of Common Stock Purchase Agreement

Exhibit 10.1 Execution Version COMMON STOCK PURCHASE AGREEMENT dated as of May 14, 2025 by and between CAPSTONE HOLDING CORP. and table of contents Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1 Purchase and Sale of Stock 1 Section 2.2 Closing Date; Settlement Dates 2 Section 2.3 Initial Public Announcement and Required Filings 2 Section 2.4 Commitment Shares 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-41775 Capstone H

Form of Registration Rights Agreement

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May [●], 2025, is by and between (the “Investor”), and Capstone Holding Corp., a Delaware corporation (the “Company”). RECITALS WHEREAS, the Company and the Investor have entered into that certain Common Stock Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), purs

Capstone Targets $100M Run Rate Increases Q4 Revenue and Executes Strategic Brand Expansion Revenue Up over 8% in Q4 Year-Over-Year Toro Stone Launched in 6 New States

Exhibit 99.1 Capstone Targets $100M Run Rate Increases Q4 Revenue and Executes Strategic Brand Expansion Revenue Up over 8% in Q4 Year-Over-Year Toro Stone Launched in 6 New States ALSIP, IL, April 1, 2025 – Capstone Holding Corp. (the “Company” or “Capstone”), (NASDAQ: CAPS), a national building products distribution company that has successfully grown its business organically and through well-ti

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission Fi

CAPSTONE HOLDING CORP. March 2025 BUILT TO DELIVER. POSITIONED TO ACQUIRE. READY TO SCALE. Preamble Disclosure & Disclaimer The following content is completely qualified by the legal disclosures on the following two slide s . Our goal is to share wit

Exhibit 99.2 CAPSTONE HOLDING CORP. March 2025 BUILT TO DELIVER. POSITIONED TO ACQUIRE. READY TO SCALE. Preamble Disclosure & Disclaimer The following content is completely qualified by the legal disclosures on the following two slide s . Our goal is to share with you some of our strategic thinking and financial analysis we are using to guide the growth of our b usi ness. The content is in line wi

Capstone Holding Corp. Compensation Recovery Policy

Exhibit 97.1 Capstone Holding Corp. Compensation Recovery Policy 1. Purpose. The purpose of this Compensation Recovery Policy of the Company (as amended from time to time, the “Policy”), dated as of February 21, 2025 to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously Awarded Compensation to members of the Company Group. The

Description of the Company’s Securities

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES As of March 31, 2025, Capstone Holding Corp. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): common stock, par value $0.0005 per share (the “Common Stock”). The following description summarizes the most important terms of our Common Stock. This sum

Insider Trading Policy

Exhibit 19.1 Capstone Holding Corp. POLICY ON INSIDER TRADING This Insider Trading Policy (“Policy”) sets forth the policies of Capstone Holding Corp. (the “Company”) on trading and causing the trading of securities while in possession of confidential information. Purpose The Board of Directors of the Company has adopted this Policy to provide guidance to the Company’s directors, officers, and emp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33560 Capstone Holding Corp. (

Form of Representative’s Warrant

Exhibit 4.1 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT CAPSTONe Holding Corp. Warrant Shares: 62,500 Issue Date: March 7, 2025 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Joseph Gunnar & Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, a

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 CAPSTONE HOLDING CORP. (Exact name of registrant as specified in its charter) Delaware 001-33560 86-0585310 (State or other jurisdiction of incorporation) (Commission Fi

Capstone Holding Corp. Announces Pricing of Follow-On Public Offering and Uplisting of its Shares on Nasdaq Capital Market

Exhibit 99.1 Capstone Holding Corp. Announces Pricing of Follow-On Public Offering and Uplisting of its Shares on Nasdaq Capital Market ALSIP, IL., March 5, 2025 /ACCESSWIRE/ - Capstone Holding Corp. (the “Company” or “Capstone”), a building products distribution company that has successfully grown its business organically and through well-timed acquisitions, today announced the pricing of its Fol

Underwriting Agreement, dated March 5, 2025, by and between Capstone Holding Corp. and Joseph Gunnar & Co., LLC

Exhibit 1.1 1,250,000 SHARES of Common Stock CAPSTONE HOLDING CORP. UNDERWRITING AGREEMENT March 5, 2025 Joseph Gunnar & Co., LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Joseph Gunnar & Co., LLC 1000 RXR Plaza Uniondale, New York 11556 Ladies and Gentlemen: The undersigned, Capstone Holding Corp., a company incorporated under the laws of Delaware (

CAPSTONE HOLDING CORP. 1,250,000 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-284105 CAPSTONE HOLDING CORP. 1,250,000 Shares of Common Stock This is a firm commitment underwritten public offering of 1,250,000 shares of common stock at an offering price of $4.00 per share (the “Common Stock”) of Capstone Holding Corp., a Delaware corporation (the “Company,” “we,” “us,” “our”). Our Common Stock is currently quot

CERT

The Nasdaq Stock Market LLC, 805 King Farm Blvd., Rockville, MD 20850 Eun Ah Choi Senior Vice President Global Head of Regulatory Operations March 5, 2025 Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Division of Corporation Finance: This is to certify that on February 14, 2025, The Nasdaq Stock Market LLC (the "Exchange") receive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Capstone Holding Corp. (Exact name of registr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Capstone Holding Corp. (Exact name of registrant as specified in its charter) Delaware 86-0585310 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Nu

February 2025 Capstone Holding Corp. Investor Presentation Addendum Building Products Consolidation Distribution Augmented by Select Vertical Integration Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Number: 333 - 284105 Febr

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Number: 333-284105 February 13, 2025 February 2025 Capstone Holding Corp.

Joseph Gunnar & Co., LLC 1000 RXR Plaza Uniondale, New York 11556

Joseph Gunnar & Co., LLC 1000 RXR Plaza Uniondale, New York 11556 February 12, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Re: Capstone Holding Corp. Registration Statement on Form S-1 (Registration No. 333-284105) Concurrence in Acceleration Request Ladies and Gentlemen: Joseph Gunnar & C

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 February 12, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Re: Capstone Holding Corp. Registration Statement on Form S-1, File No. 333-284105 REQUEST FOR ACCELERATION OF EFFECTIVENESS Requested Date: February 14, 2025 Requested Time

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 February 11, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Amy Geddes, Doug Jones, Jenna Hough and Dietrich King Re: Capstone Holding Corp. Amendment No. 2 to Registration Statement on Form S-1 Filed February 6, 2025 File No. 333-2

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Capstone Holding Corp.

Executive Employment Agreement by and between Capstone Holding Corp. and Matthew Lipman

Exhibit 10.32 Capstone Holding Corp EXECUTIVE EMPLOYMENT AGREEMENT THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made as the “Effective Date” by and between Capstone Holding Corp., a Delaware corporation (the “Company”), and Matthew Lipman, an individual residing in the State of New York (“Executive”). The Effective date is the date that there is a consummation of a public offering of

Form of Indemnification Agreement

Exhibit 10.1 Capstone Holding Corp. Indemnification Agreement This Indemnification Agreement (“Agreement”), by and between Capstone Holding Corp., a Delaware corporation (the “Company” or “Capstone”), and [●] (“Indemnitee”), is effective as of the date the Agreement is fully executed by the parties below. For purposes of this Agreement, the “Company” shall be deemed to include Capstone and its sub

February 2025 Capstone Holding Corp. Investor Presentation Building Products Consolidation Distribution Augmented by Select Vertical Integration Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Number: 333 - 284105 February 6, 2

Issuer Free Writing Prospectus Filed Pursuant to Rule 433 Registration Number: 333-284105 February 6, 2025 February 2025 Capstone Holding Corp.

Form of Subscription Agreement for Purchase of Series B Preferred Stock

Exhibit 10.31 capstone holding corp. Subscription Agreement This Subscription Agreement (this “Agreement”) is entered into as of February , 2025 by and between Capstone Holding Corp., a Delaware corporation (the “Company”), and Nectarine Management LLC, a Delaware limited liability company (the “Subscriber”). WHEREAS, the Company and the Subscriber desire to enter into an agreement pursuant to whi

Form of Master Exchange Agreement by and among Capstone Holding Corp., TotalStone, LLC, and TotalStone’s Class B Member

Exhibit 10.30 MASTER EXCHANGE AGREEMENT THIS MASTER EXCHANGE AGREEMENT (this “Agreement”) is executed as of February 4, 2025 (the “Execution Date”) and is by and among TotalStone, LLC (the “Company”), Capstone Holding Corp. (“Capstone”) and the undersigned Exchanging Members (as hereinafter defined), which constitute all of the Class B Members (as hereinafter defined) and the sole Class C Member (

Form of Underwriting Agreement

Exhibit 1.1 [] SHARES of Common Stock CAPSTONE HOLDING CORP. UNDERWRITING AGREEMENT [], 2025 Joseph Gunnar & Co., LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto c/o Joseph Gunnar & Co., LLC 1000 RXR Plaza Uniondale, New York 11556 Ladies and Gentlemen: The undersigned, Capstone Holding Corp., a company incorporated under the laws of Delaware (collectively

Form of Certificate of Designation of Series B Preferred Stock

Exhibit 3.5 CERTIFICATE OF DESIGNATION OF SERIES B PREFERRED STOCK OF CAPSTONE HOLDING CORP. The undersigned, being the chief financial officer of Capstone Holding Corp., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify that, pursuant to the provisions of Section 151 of the Delaware General Corporation Law, the

Form of Representative’s Warrant

Exhibit 4.1 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT CAPSTONe Holding Corp. Warrant Shares: [] Issue Date: [], 2025 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Joseph Gunnar & Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any tim

As filed with the Securities and Exchange Commission on February 6, 2025.

As filed with the Securities and Exchange Commission on February 6, 2025. Registration No. 333-284105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 CAPSTONE HOLDING CORP. (Exact name of Registrant as specified in its charter) Delaware 5090 86-0585310 (State or Other Jurisdiction of Incorpo

Form of Certificate of Amendment to the Restated Certificate of Incorporation

Exhibit 3.4 CERTIFICATE OF AMENDMENT TOTHE RESTATED CERTIFICATE OF INCORPORATION OF CAPSTONE HOLDING CORP. Capstone Holding Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: That the following resolutions were duly adopted by the Corporation’s Board of Directors, in accord

LETTER

February 3, 2025 Matthew Lipman Chief Executive Officer Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 Re: Capstone Holding Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed January 27, 2025 File No. 333-284105 Dear Matthew Lipman: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your regi

As filed with the Securities and Exchange Commission on January 24, 2025.

As filed with the Securities and Exchange Commission on January 24, 2025. Registration No. 333-284105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 CAPSTONE HOLDING CORP. (Exact name of Registrant as specified in its charter) Delaware 5090 86-0585310 (State or Other Jurisdiction of Incorpo

Form of Master Exchange Agreement by and among Capstone Holding Corp., TotalStone, LLC, and TotalStone’s Class B Member

Exhibit 10.30 MASTER EXCHANGE AGREEMENT THIS MASTER EXCHANGE AGREEMENT (this “Agreement”) is executed as of , (the “Execution Date”) and is by and among TotalStone, LLC (the “Company”), Capstone Holding Corp. (“Capstone”) and the undersigned Exchanging Members (as hereinafter defined), which constitute all of the Class B Members (as hereinafter defined) as of the Execution Date. RECITALS WHEREAS,

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 January 24, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Amy Geddes, Doug Jones, Jenna Hough and Dietrich King Re: Capstone Holding Corp. Registration Statement on Form S-1 Filed December 31, 2024 File No. 333-284105 Ladies and Ge

LETTER

January 21, 2025 Matthew Lipman Chief Executive Officer Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 Re: Capstone Holding Corp. Registration Statement on Form S-1 Filed December 31, 2024 File No. 333-284105 Dear Matthew Lipman: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement

Amended and Restated Certificate of Designation of Series A Preferred Stock, dated June 22, 2015

Exhibit 3.3 State of Delaware Secretary of State Division of Corporations Delivered 04:43 PM 06/22/2015 FILED 04:37 PM 06/22/2015 SRV 150954707 - 2133623 FILE AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES A PREFERRED STOCK OF CAPSTONE THERAPEUTICS CORP. The undersigned, being the Executive Chairman of Capstone Therapeutics Corp. (the “Corporation”), a corporation organized and existing

Termination of Securities Purchase, Loan and Security Agreement, dated November 13, 2024, by and between Capstone Holding Corp. and BP Peptides, LLC

Exhibit 10.8 TERMINATION OF SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT This Termination of Securities Purchase, Loan and Security Agreement (this “Agreement”) is dated as of November 13, 2024, by and between Capstone Holding Corp. (f/k/a Capstone Therapeutics Corp.) (the “Company”), and BP Peptides, LLC (“Buyer”). WHEREAS, as of the date hereof, the Company and Buyer are parties to that cert

Non-negotiable Secured Subordinated Contingent Value Promissory Note by and between NEM Purchaser, LLC and Northeast Masonry Distributors, LLC

Exhibit 10.15 THE PRINCIPAL AMOUNT OF THIS NOTE IS DETERMINED PURSUANT TO THE TERMS OF SECTION 1 HEREOF. THIS NOTE IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN SECTION 9 HEREOF AND CERTAIN RIGHTS OF SETOFF SET FORTH IN SECTION 8 HEREOF. THIS NOTE WAS ORIGINALLY ISSUED ON NOVEMBER 13, 2019 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE

Second Amended and Restated Promissory Note Issued by Capstone Holding Corp. to Brookstone Partners Acquisition XXI Corporation, dated November 11, 2024

Exhibit 10.29 SECOND AMENDED AND RESTATED PROMISSORY NOTE $800,000.00 November 11, 2024 FOR VALUE RECEIVED, Capstone Holding Corp. (f/k/a Capstone Therapeutics Corp.), a Delaware corporation (the “Maker”), with an address of 5141 W 122nd St., Alsip, IL 60803, hereby promises to pay to Brookstone Partners Acquisition XXI Corporation (together with its successors and assigns, the (“Holder”), with an

Consent and First Amendment to the Fourth Amended and Restated Operating Agreement of TotalStone, LLC, dated March 27, 2020 and Effective as of November 26, 2021

Exhibit 10.11 THIS CONSENT AND FIRST AMENDMENT (this “Amendment”) is made and entered into effective as of November 26, 2021 (the “Effective Date”), by and among the undersigned members of TotalStone, LLC (the “Company”). RECITALS WHEREAS, the Company was organized as a limited liability company under the provisions of the Delaware Limited Liability Company Act as of October 4, 2006; WHEREAS, the

Consent of Elwood D. Howse to be named as a director nominee

Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Capstone Holding Corp. (the “Company”) of the Registration Statement on Form S-1, and in all subsequent amendments and post-effective amendments or supplements thereto, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of th

As filed with the Securities and Exchange Commission on December 31, 2024.

As filed with the Securities and Exchange Commission on December 31, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 CAPSTONE HOLDING CORP. (Exact name of Registrant as specified in its charter) Delaware 5090 86-0585310 (State or Other Jurisdiction of Incorporation or Organization)

Fourth Amended and Restated Operating Agreement of TotalStone, LLC, dated March 27, 2020 and Effective as of November 26, 2021

Exhibit 10.10 EXECUTION VERSION TotalStone, LLC FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Executed as of March 27, 2020 -and- Effective as of April 1, 2020 NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE OR FOREIGN REGULATORY AUTHORITY HAS REVIEWED, APPROVED OR DISAPPROVED THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OR THE LIMITED

Second Amended and Restated Credit Agreement, dated March 8, 2023, by and between TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, and Stream Finance, LLC

Exhibit 10.12 Annex A Waiver, Consent and Amendment to Second Amended and Restated Credit Agreement THE PROVISIONS, TERMS AND CONDITIONS CONTAINED IN THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE TO CERTAIN SENIOR INDEBTEDNESS OWING BY BORROWER TO BERKSHIRE BANK, IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN AMENDED AN

Fourth Amendment to Securities Purchase Loan and Security Agreement dated March 15, 2021, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC

Exhibit 10.7 FOURTH AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (the “Amendment”) is made as of the 15th day of March, 2021 by and between Capstone Therapeutics Corp., a Delaware corporation located at 5141 W 122nd Street, Alsip, IL 60803 (the “Company”), and BP Peptides, LLC, a Delaware limited liability c

List of Subsidiaries

Exhibit 21.1 List of Subsidiraries Name Jurisdiction Ownership TotalStone, LLC Delaware Wholly Owned Diamond Products Holdings, LLC Delaware Joint Venture TotalStone Properties, LLC Delaware Wholly Owned Capstone Beta LLC Delaware Wholly Owned Northeast Masonry Distributors, LLC Delaware Wholly Owned

Consent of Gordon Strout to be named as a director nominee

Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Capstone Holding Corp. (the “Company”) of the Registration Statement on Form S-1, and in all subsequent amendments and post-effective amendments or supplements thereto, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of th

Limited Payment Guarantee dated March 31, 2021, between Capstone Therapeutics Corp. and Brookstone Acquisition Partners XXI Corporation

Exhibit 10.19 Execution Version LIMITED PAYMENT GUARANTY THIS LIMITED PAYMENT GUARANTY (this “Guaranty”) is made as of March 31, 2021, by CAPSTONE THERAPEUTICS CORP., a Delaware corporation (“Guarantor”), in favor of BROOKSTONE PARTNERS ACQUISITION XXI CORPORATION (together with its successors and assigns, “Note Holder”) in connection with that certain Secured Promissory Note dated as of the date

LipimetiX Development, Inc. Contingent Value Rights Agreement, dated August 23, 2019, by and among Capstone Therapeutics Corp., the Shareholder Representative and Computershare Inc., and Computershare Trust Company, N.A., as Rights Agent

Exhibit 10.23 LIPIMETIX DEVELOPMENT, INC. (LDI) CONTINGENT VALUE RIGHTS AGREEMENT ISSUED BY CAPSTONE THERAPEUTICS CORP. BY AND AMONG CAPSTONE THERAPEUTICS CORP. THE SHAREHOLDER REPRESENTATIVE, AS DEFINED HEREIN AND COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENT DATED AS OF August 23, 2019 Table of Contents Page ARTICLE I DEFINITIONS 1 Section 1.1 Definitions 1 ARTICLE II

Term Note Issued by TotalStone, LLC, Northeast Masonry Distributors, LLC, and TotalStone Properties, LLC to Berkshire Bank, dated November 22, 2021

Exhibit 10.28 2021 TERM NOTE $4,000,000 November 22, 2021 This 2021 Term Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated December 20, 2017 (as amended, restated, supplemented or modified from time to time, the “Loan Agreement”) by and between TOTALSTONE, LLC, a limited liability company formed und

Second Amended and Restated Revolving Credit Note Issued by TotalStone, LLC and Northeast Masonry Distributors, LLC to Berkshire Bank, dated November 14, 2019

Exhibit 10.27 EXECUTION ORIGINAL SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE Berkshire Bank $11,500,000 November 14, 2019 Roseland, New Jersey This Second Amended and Restated Revolving Credit Note (this “Note”) is executed and delivered under and pursuant to the terms of that certain Revolving Credit, Term Loan and Security Agreement dated December 20, 2017 (as amended, restated, supplement

Third Amendment to Securities Purchase Loan and Security Agreement dated March 27, 2020, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC

Exhibit 10.6 THIRD AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (the “Amendment”) is made as of the 27th day of March, 2020 by and between Capstone Therapeutics Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the “Company”), and BP Peptides, LLC, a Delawa

Consent, Waiver and Amendment to Second Amended and Restated Credit Agreement, dated October 18, 2024, by and between TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, and Stream Finance, LLC

Exhibit 10.13 CONSENT, WAIVER AND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT, WAIVER AND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated and effective as of October 18, 2024 (the “Execution Date”) is entered into by and among TOTALSTONE, LLC, a Delaware limited liability company (“TotalStone”), NORTHEAST MASONRY DISTRIBUTORS, LLC, a De

Restated Certificate of Incorporation, dated April 22, 2005, as amended on May 21, 2010, June 22, 2015, August 22, 2019, February 10, 2021, and February 18, 2022

Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF ORTHOLOGIC CORP. The undersigned, James M. Pusey, being the President of OrthoLogic Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation’’), hereby certifies as follows: FIRST: The present name of the Corporation is OrthoLogic Corp.; and, the name under which th

Second Amended and Restated Promissory Note, dated November 11, 2024, issued by Capstone Holding Corp. to BP Peptides, LLC

Exhibit 10.24 SECOND AMENDED AND RESTATED PROMISSORY NOTE $700,617.52 November 11, 2024 FOR VALUE RECEIVED, Capstone Holding Corp. (f/k/a Capstone Therapeutics Corp.), a Delaware corporation (the “Maker”), with an address of 5141 W 122nd St., Alsip, IL 60803, hereby promises to pay to BP Peptides, LLC (together with its successors and assigns, the “Holder”), with an address of 232 Madison Avenue,

Consent of Fredric J. Feldman to be named as a director nominee

Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Capstone Holding Corp. (the “Company”) of the Registration Statement on Form S-1, and in all subsequent amendments and post-effective amendments or supplements thereto, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of th

Certificate of Designation of Series B Convertible Preferred Stock, dated July 9, 1998

Exhibit 3.4 CERTIFICATE OF DESIGNATION of SERIES B CONVERTIBLE PREFERRED STOCK of ORTHOLOGIC CORP. Pursuant to Section 151 of the Delaware General Corporation Law OrthoLogic Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolutions were duly adopted by the Board of Directors of the Corporation pursuant t

Amendments to Revolving Credit, Term Loan and Security Agreement Still in Effect As of December 30, 2024

Exhibit 10.26 EXECUTION ORIGINAL THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into November 14, 2019 by and between TOTALSTONE, LLC, a limited liability company formed under the laws of the State of Delaware (“TotalStone”), NORTHEAST MASONRY DISTRIBUTORS, LLC (f/k/a NEM

Management Fee Agreement, dated March 27, 2020, by and between TotalStone, LLC and Capstone Holding Corp.

Exhibit 10.17 CAPSTONE THERAPEUTICS CORP. MANAGEMENT FEE AGREEMENT This MANAGEMENT FEE AGREEMENT, dated as of March 27, 2020 (the “Execution Date”) and effective as of April 1, 2020 (the “Effective Date”), by and among TotalStone, LLC, a Delaware limited liability company (the “Company”), and Capstone Therapeutics Corp., a Delaware corporation (“Advisor”). WHEREAS, the Company has consummated a re

Brookstone Partners IAC, Inc. Amended and Restated Management Fee Agreement Dated March 1, 2020 by and between TotalStone, LLC and Brookstone Partners IAC, Inc.

Exhibit 10.16 BROOKSTONE PARTNERS IAC, INC. AMENDED AND RESTATED MANAGEMENT FEE AGREEMENT This AMENDED AND RESTATED MANAGEMENT FEE AGREEMENT, dated as of March 1, 2020, by and among Totalstone, LLC, a Delaware limited liability company (the “Company”), and Brookstone Partners IAC, Inc., a Delaware corporation (“Advisor”). WHEREAS, the Company and the Advisor entered into certain Consulting Agreeme

Non-negotiable Secured Subordinated Promissory Note by and between TotalStone, LLC and Northeast Masonry Distributors, LLC

Exhibit 10.14 THE PRINCIPAL AMOUNT OF THIS NOTE IS DETERMINED PURSUANT TO THE TERMS OF SECTION 1 HEREOF. THIS NOTE IS SUBJECT TO CERTAIN TRANSFER RESTRICTIONS SET FORTH IN SECTION 9 HEREOF. THIS NOTE WAS ORIGINALLY ISSUED ON NOVEMBER 13, 2019 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY COMPARABLE STATE SECURITIES LAW. THIS INSTRUMENT AND THE RIGHTS AND OBLIGATI

Revolving Credit, Term Loan and Security Agreement by and among TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, and Berkshire Bank, dated December 20, 2017

Exhibit 10.25 EXECUTION ORIGINAL REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT BERKSHIRE BANK (AS LENDER) WITH TOTALSTONE, LLC (AS BORROWER) December 20, 2017 TABLE OF CONTENTS Page I. DEFINITIONS 1 1.1 Accounting Terms 1 1.2 General Terms 1 1.3 Uniform Commercial Code Terms 23 1.4 Certain Matters of Construction 24 II. ADVANCES, PAYMENTS 24 2.1 Revolving Advances 24 2.2 Procedure for Revolvi

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 December 31, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Amy Geddes, Doug Jones, Jenna Hough and Dietrich King Re: Capstone Holding Corp. Amendment No.1 Draft Registration Statement on Form S-1 Submitted December 3, 2024 CIK No.

Consent of Charles Dana to be named as a director nominee

Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Capstone Holding Corp. (the “Company”) of the Registration Statement on Form S-1, and in all subsequent amendments and post-effective amendments or supplements thereto, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of th

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Capstone Holding Corp.

Amendment of Amended and Restated Management Fee and Transaction Fee Agreement, dated November 15, 2024, by and between Capstone Holding Corp., TotalStone, LLC, and Brookstone Partners IAC, Inc.

Exhibit 10.18 AMENDMENT OF AMENDED AND RESTATED MANAGEMENT FEE AGREEMENT AND TRANSACTION FEE AGREEMENT This Amendment of Amended and Restated Management Fee Agreement and Transaction Fee Agreement (this “Agreement”) is entered into as of November 15, 2024, by and among TotalStone, LLC (the “Company”), Capstone Holding Corp. (“Capstone”) and Brookstone Partners IAC, Inc. (“Advisor”). WHEREAS, as of

Amended and Restated Warrant to Purchase Common Stock, dated March 20, 2020, issued to BP Peptides, LLC

Exhibit 4.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE REPRESENTED THEREBY, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE CORPORATION HAS RECEIVED A

LETTER

December 19, 2024 Matthew Lipman Chief Executive Officer Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 Re: Capstone Holding Corp. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted December 3, 2024 CIK No. 0000887151 Dear Matthew Lipman: We have reviewed your amended draft registration statement and have the following comment(s). Please respond to this letter by pr

As confidentially submitted to the Securities and Exchange Commission on December 3, 2024. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confident

As confidentially submitted to the Securities and Exchange Commission on December 3, 2024.

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803

Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 December 3, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, DC 20549 Attention: Amy Geddes, Doug Jones, Jenna Hough and Dietrich King Re: Capstone Holding Corp. Draft Registration Statement on Form S-1 Submitted October 8, 2024 CIK No. 0000887151 Ladies

LETTER

November 4, 2024 Matthew Lipman Chief Executive Officer Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 Re: Capstone Holding Corp. Draft Registration Statement on Form S-1 Submitted October 8, 2024 CIK No. 0000887151 Dear Matthew Lipman: We have reviewed your draft registration statement and have the following comment(s). Please respond to this letter by providing the requested informa

As confidentially submitted to the Securities and Exchange Commission on October 7, 2024. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidenti

As confidentially submitted to the Securities and Exchange Commission on October 7, 2024.

CAPS / Capstone Therapeutics Corp 15-12G - - FORM 15-12G

15-12G 1 f1512g092519.htm FORM 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0000887151 Capstone Therapeutics Corp.

CAPS / Capstone Therapeutics Corp / Capstone Therapeutics Corp. - SC 13E3/A

SC 13E3/A 1 sc13e3a090919.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) CAPSTONE THERAPEUTICS CORP. (Name of the Issuer and Name of Person Filing Statement) Common Stock, par value $0.0005 per share (Title of Class of Securities) 14068

Third Amendment to the Securities Purchase, Loan and Securities Agreement Dated as of August 23, 2019

Exhibit 10.2 tHIRD AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (the “Amendment”) is made as of the 23rd day of August, 2019 by and between Capstone Therapeutics Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the “Company”), and BP Peptides, LLC, a Delaw

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 f8k082619.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 22, 2019 (Date of earliest event reported) CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 000-21214 86-0585310 (State or other jurisdict

Contingent Value Rights Agreement

EX-10.1 3 exh101.htm EXHIBIT 10.1 EXHIBIT 10.1 LIPIMETIX DEVELOPMENT, INC. (LDI) CONTINGENT VALUE RIGHTS AGREEMENT ISSUED BY CAPSTONE THERAPEUTICS CORP. BY AND AMONG CAPSTONE THERAPEUTICS CORP. THE SHAREHOLDER REPRESENTATIVE, AS DEFINED HEREIN AND COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., AS RIGHTS AGENT DATED AS OF August 23, 2019 Table of Contents Page ARTICLE I DEFINITIONS 1 Sec

Certificate of Amendment to the Restated Certificate of Incorporation of Capstone Therapeutics Corp.

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF CAPSTONE THERAPEUTICS CORP. Capstone Therapeutics Corp., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), hereby certifies as follows: FIRST: That the following resolutions were duly adopted by the Corporation’s Board of Directors

CAPS / Capstone Therapeutics Corp / Bp Peptides, Llc - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da51095900608202019.htm AMENDMENT NO. 5 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 Capstone Therapeutics Corp. (Name of Issuer) Common Stock, $0.0005 par value (Ti

CAPS / Capstone Therapeutics Corp 10-Q - Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-21214 CAPSTONE THERAPEUTICS CORP.

CAPS / Capstone Therapeutics Corp DEF 14A - - DEFINITIVE PROXY STATEMENT

DEF 14A 1 def14a071019.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

CAPS / Capstone Therapeutics Corp PRER14A - - PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

CAPS / Capstone Therapeutics Corp CORRESP - -

July 3, 2019 David M. Plattner Special Counsel Office of Mergers & Acquisitions Securities and Exchange Commission Division of Corporate Finance Re: Capstone Therapeutics Corp. Schedule 13E-3 filed by Capstone Therapeutics Corp. Filed May 31, 2019 File No. 005-42745 Preliminary Proxy Statement on Schedule 14A Filed May 31, 2019 File No. 000-21214 Dear Mr. Plattner: Capstone Therapeutics Corp. (the

CAPS / Capstone Therapeutics Corp / Capstone Therapeutics Corp. - SC 13E3/A

SC 13E3/A 1 sc13e3a070319.htm SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) CAPSTONE THERAPEUTICS CORP. (Name of the Issuer and Name of Person Filing Statement) Common Stock, par value $0.0005 per share (Title of Class of Securities) 14068

CAPS / Capstone Therapeutics Corp TEXT-EXTRACT - -

TEXT-EXTRACT 2 filename2.txt June 27, 2019 Daniel M. Mahoney, Esq. Snell & Wilmer L.L.P. One Arizona Center 400 East Van Buren Phoenix, Arizona 85004 Re: Capstone Therapeutics Corp. Schedule 13E-3 filed by Capstone Therapeutics Corp. Filed May 31, 2019 File No. 005-42745 Preliminary Proxy Statement on Schedule 14A Filed May 31, 2019 File No. 000-21214 Dear Mr. Mahoney: We have reviewed the filings

LETTER

June 27, 2019 Daniel M. Mahoney, Esq. Snell & Wilmer L.L.P. One Arizona Center 400 East Van Buren Phoenix, Arizona 85004 Re: Capstone Therapeutics Corp. Schedule 13E-3 filed by Capstone Therapeutics Corp. Filed May 31, 2019 File No. 005-42745 Preliminary Proxy Statement on Schedule 14A Filed May 31, 2019 File No. 000-21214 Dear Mr. Mahoney: We have reviewed the filings referenced above and have th

CAPS / Capstone Therapeutics Corp PRE 14A - - PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

CAPS / Capstone Therapeutics Corp / Capstone Therapeutics Corp. - SC 13E3

SC 13E3 1 sc13e3053119.htm SC 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 CAPSTONE THERAPEUTICS CORP. (Name of the Issuer and Name of Person Filing Statement) Common Stock, par value $0.0005 per share (Title of Class of Securities) 14068E109 (CUSIP Number of C

CAPS / Capstone Therapeutics Corp 10-Q Quarterly Report FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-21214 CAPSTONE THERAPEUTICS CORP.

CAPS / Capstone Therapeutics Corp FORM 10-K (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-21214 CAPSTONE THERAPEUTICS CORP. (Exact name of regist

CAPS / Capstone Therapeutics Corp S-8 POS

As filed with the United States Securities and Exchange Commission on March 21, 2019 Registration No.

CAPS / Capstone Therapeutics Corp S-8 POS

As filed with the United States Securities and Exchange Commission on March 21, 2019 Registration No.

CAPS / Capstone Therapeutics Corp S-8 POS

S-8 POS 1 fs8posam032119.htm S-8 POS As filed with the United States Securities and Exchange Commission on March 21, 2019 Registration No. 333-159238 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement UNDER THE SECURITIES ACT OF 1933 CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its chart

CAPS / Capstone Therapeutics Corp S-8 POS

S-8 POS 1 fs8posam032119.htm S-8 POS As filed with the United States Securities and Exchange Commission on March 21, 2019 Registration No. 333-134980 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement UNDER THE SECURITIES ACT OF 1933 CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its chart

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: March 15, 2019 (Date of earliest event reported) CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 000-21214 86-0585310 (State or other jurisdiction of incorporation) (Commiss

Second Amendment to Securities Purchase Loan and Security Agreement dated March 15, 2019, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC

EX-10.1 2 exh101.htm EXHIBIT 10.1 Exhibit 10.1 Second AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (the “Amendment”) is made as of the 15th day of March, 2019 by and between Capstone Therapeutics Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the “Compa

CAPS / Capstone Therapeutics Corp / Bp Peptides, Llc - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Capstone Therapeutics Corp. (Name of Issuer) Common Stock, $0.0005 par value (Title of Class of Securities) 14068E109 (CUSIP Number) Jeffrey S. Spindle

CAPS / Capstone Therapeutics Corp / Subin Neil S - SC 13G/A Passive Investment

SC 13G/A 1 tv513174sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)* Capstone Therapeutics Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 14068E109 (CUSIP Number

CAPS / Capstone Therapeutics Corp / Alimco Financial Corp - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No.)* Capstone Therapeutics Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 14068E109 (CUSIP Number) February 11, 2019 (Date of Event which Re

CAPS / Capstone Therapeutics Corp / Bp Peptides, Llc - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 Capstone Therapeutics Corp. (Name of Issuer) Common Stock, $0.0005 par value (Title of Class of Securities) 14068E109 (CUSIP Number) JEFFREY S. SPINDLE

CAPS / Capstone Therapeutics Corp FORM 10-Q (Quarterly Report)

10-Q 1 f10q110518.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Com

CAPS / Capstone Therapeutics Corp FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-21214 CAPSTONE THERAPEUTICS CORP.

CAPS / Capstone Therapeutics Corp / Bp Peptides, Llc - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 Capstone Therapeutics Corp. (Name of Issuer) Common Stock, $0.0005 par value (Title of Class of Securities) 14068E109 (CUSIP Number) Jeffrey S. Spindle

CAPS / Capstone Therapeutics Corp FORM 10-Q (Quarterly Report)

10-Q 1 f10q051118.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event Reported): May 2, 2018 CAPSTONE THERAPEUTICS CORP. (Exact Name of Registrant as Specified in Charter) Delaware 000-21214 86-0585310 (State or Other Jurisdiction of Incorporation) (Commission Fil

EXHIBIT 10.1

Exhibit 10.1 LICENSE AGREEMENT by and between ANJI PHARMACEUTICALS INC. and LIPIMETIX DEVELOPMENT, INC. MAY 2, 2018 LICENSE AGREEMENT This License Agreement (the “Agreement”) is entered into as of May 2, 2018 (the “Effective Date”), by and between Anji Pharmaceuticals Inc., a company organized and existing under the laws of the Cayman Islands and having an address at P.O. Box 31119 Grand Pavilion,

LipimetiX Development Announces Sub-License of Apo E Mimetic Peptide Platform to Anji Pharma, China

Exhibit 99.1 LipimetiX Development Announces Sub-License of Apo E Mimetic Peptide Platform to Anji Pharma, China NATICK, Mass., May 07, 2018 (GLOBE NEWSWIRE) - LipimetiX Development, Inc. (“LipimetiX” or “the Company”) announced today that Anji Pharmaceuticals, Inc. (“Anji Pharma”) has entered a licensing agreement for the LipimetiX platform of peptides (AEM-28 and analogs) for development of thes

CAPS / Capstone Therapeutics Corp FORM 10-K (Annual Report)

U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 0-21214 CAPSTONE THERAPEUTICS CORP. (Exact name of regist

First Amendment to Securities Purchase Loan and Security Agreement dated January 30, 2018, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC

Exhibit 10.1 FIRST AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (the ?Amendment?) is made as of the 30th day of January, 2018 by and between Capstone Therapeutics Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the ?Company?), and BP Peptides, LLC, a Dela

Warrant to Purchase Common Stock, dated January 30, 2018, issued to BP Peptides, LLC

EXHIBIT 10.2 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR UNDER THE SECURITIES LAWS OF ANY STATE REPRESENTED THEREBY, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR UNLESS THE CORPORATION HAS RECEIVED

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: January 30, 2018 (Date of earliest event reported) CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 000-21214 86-0585310 (State or other jurisdiction of incorporation) (Commi

CAPS / Capstone Therapeutics Corp / Bp Peptides, Llc - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 Capstone Therapeutics Corp. (Name of Issuer) Common Stock, $0.0005 par value (Title of Class of Securities) 14068E109 (CUSIP Number) Jeffrey S. Spindle

CAPS / Capstone Therapeutics Corp / Subin Neil S - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )* Capstone Therapeutics Corp. (Name of Issuer) Common Stock (Title of Class of Securities) 14068E109 (CUSIP Number) January 12, 2018 (Date of Event which Re

CAPS / Capstone Therapeutics Corp FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-21214 CAPSTONE THERAPEUTICS CORP.

Capstone Therapeutics FORM 10-K/A (Annual Report)

10-K/A 1 f10ka103017.htm FORM 10-K/A U.S. SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:

Series B-2 Preferred Stock Purchase Agreement, dated August 11, 2017, by and between Capstone Therapeutics Corp. and LipimetiX Development, Inc.

EXHIBIT 10.1 SERIES B-2 PREFERRED STOCK PURCHASE AGREEMENT TABLE OF CONTENTS Page 1. Purchase and Sale of Preferred Stock 1 1.1 Sale and Issuance of Series B Preferred Stock 1 1.2 Closing; Delivery 1 1.3 Defined Terms Used in this Agreement 2 2. Representations and Warranties of the Company 3 2.1 Organization, Good Standing, Corporate Power and Qualification 3 2.2 Capitalization 3 2.3 Subsidiaries

First Amendment to the Amended and Restated Stockholders Agreement of LipimetiX Development, Inc., dated August 11, 2017

EXHIBIT 10.2 FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF LIPIMETIX DEVELOPMENT, INC. This FIRST AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the ?First Amendment?) is entered into to be effective as of August 11, 2017 (the ?Effective Date?) by and among LipimetiX Development, Inc., a Delaware corporation (the ?Company?), and the stockholders executing thi

EXHIBIT 10.4

EXHIBIT 10.4 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LIPIMETIX DEVELOPMENT, INC. LIPIMETIX DEVELOPMENT, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?Corporation?), hereby certifies as follows: First: The name of the Corporation is LipimetiX Development, Inc. Second: The Amended

Joinder of August 25, 2016 Registration Rights Agreement of LipimetiX Development, Inc., dated August 11, 2017

EXHIBIT 10.3 JOINDER AND COUNTERPART SIGNATURE PAGE OF REGISTRATION RIGHTS AGREEMENT OF LIPIMETIX DEVELOPMENT, INC. As of August 11, 2017, the undersigned has executed this counterpart signature to the Registration Rights Agreement entered into as of August 25, 2016, by and among the Company, the Common Holders and the Investors (as such terms are defined therein), and does hereby agree to be boun

Capstone Therapeutics FORM 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-21214 CAPSTONE THERAPEUTICS CORP.

EXHIBIT 10.5

EXHIBIT 10.5 FIRST AMENDMENT TO BYLAWS OF LIPIMETIX DEVELOPMENT, INC. (August 10, 2017) The First Amendment to Bylaws (the ?Bylaws?) of LipimetiX Development, Inc., a Delaware corporation (the ?Corporation?) are hereby amended as follows: 1. Section 2.1. of Article II of the Bylaws is hereby amended to read in its entirety as follows: Section 2.1. Number; Qualifications. The authorized number of d

Changes in Registrant's Certifying Accountant

8-K 1 f8k081417.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 10, 2017 (Date of earliest event reported) CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 000-21214 86-0585310 (State or other jurisdict

BP PEPTIDES, LLC 122 East 42nd Street, Suite 4305 New York, New York 10168 July 14, 2017

Exhibit 99.4 BP PEPTIDES, LLC 122 East 42nd Street, Suite 4305 New York, New York 10168 July 14, 2017 Biotechnology Value Fund, L.P. Biotechnology Value Fund II, L.P. Investment 10, L.L.C. BVF MSI SPV, L.L.C. BVF Investments, L.L.C. 1 Sansome Street, 30th Floor San Francisco, California 94104 Attention: Mark N. Lampert Re: Shares of Common Stock of Capstone Therapeutics Corp. Dear Mark: This lette

JOINT FILING AGREEMENT

Exhibit 99.5 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.0005 par value per share, of Capstone Therapeutics Corp. This Joint Filing Agreement shall be

CAPS / Capstone Therapeutics Corp / Bp Peptides, Llc - SCHEDULE 13D Activist Investment

SC 13D 1 sc13d1095900607242017.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. )1 Capstone Therapeutics Corp. (Name of Issuer) Common Stock, $0.0005 par value (Title of Class of Securiti

CAPS / Capstone Therapeutics Corp / Biotechnology Value Fund L P - AMENDMENT NO. 9 TO THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 9)1 Capstone Therapeutics Corp. (Name of Issuer) Common Stock, par value $0.0005 per share (Title of Class of Securities) 14068E109 (CUSIP Num

Promissory Note dated July 14, 2017, payable to BP Peptide, LLC

EXHIBIT 10.2 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS SECURITY MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION WITHOUT, EXCEPT AS OTHERWISE AGREED TO BY BORROWER, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO BORROWER THAT SUCH REGISTRATION AND QUAL

Securities Purchase, Loan and Security Agreement dated July 14, 2017, by and between Capstone Therapeutics Corp. and BP Peptides, LLC

EXHIBIT 10.1 SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT SECURITIES PURCHASE, LOAN AND SECURITY AGREEMENT (this ?Agreement?), dated as of July 14, 2017, by and between Capstone Therapeutics Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the ?Company?), and BP Peptides, LLC, a Delaware limited liability company located at 122 East 42nd St

REGISTRATION RIGHTS AGREEMENT

EXHIBIT 10.3 REGISTRATION RIGHTS AGREEMENT Registration Rights Agreement (this ?Agreement?), dated as of July 14, 2017, by and between Capstone Therapeutics Corp., a Delaware corporation located at 1275 West Washington Street, Suite 104, Tempe, Arizona 85281 (the ?Company?), and BP Peptides, LLC, a Delaware limited liability company located at 122 East 42nd Street, Suite 4305, New York, New York 1

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8k071717.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 14, 2017 (Date of earliest event reported) CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 000-21214 86-0585310 (State or other jurisdictio

Capstone Therapeutics Announces Transaction for Sale of Shares of Its Common Stock and Secured Loan

EdgarFiling EXHIBIT 99.1 Capstone Therapeutics Announces Transaction for Sale of Shares of Its Common Stock and Secured Loan TEMPE, Ariz., July 17, 2017 (GLOBE NEWSWIRE) - Capstone Therapeutics Corp. (OTCQB:CAPS) (?the Company?) announced today that on July 14, 2017, BP Peptides, LLC (?Brookstone?) purchased 13,500,000 newly issued shares of Capstone Common Stock, for $1,012,500 ($.075 per share)

Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 f8k063017.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 29, 2017 (Date of earliest event reported) CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 000-21214 86-0585310 (State or other jurisdictio

3rd Letter Agreement

Exhibit 10.1 3rd Letter Agreement This Letter Agreement is by and between Capstone Therapeutics Corp., a Delaware corporation, having its principal business at 1275 West Washington Street, Suite 104, Tempe, AZ 85281 ("Capstone"), its joint venture, LipimetiX Development, Inc., a Delaware corporation, having its principal business at 5 Commonwealth Road, Suite 2a, Natick, MA 01760 ("LipimetiX"), an

2nd Letter Agreement

Exhibit 10.1 2nd Letter Agreement This Letter Agreement is by and between Capstone Therapeutics Corp., a Delaware corporation, having its principal business at 1275 West Washington Street, Suite 104, Tempe, AZ 85281 ("Capstone"), its joint venture, LipimetiX Development, Inc., a Delaware corporation, having its principal business at 5 Commonwealth Road, Suite 2a, Natick, MA 01760 ("LipimetiX"), an

Capstone Therapeutics FORM 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: June 12, 2017 (Date of earliest event reported) CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 000-21214 86-0585310 (State or other jurisdiction of incorporation) (Commissi

EXHIBIT 10.1

EXHIBIT 10.1 Letter Agreement This Letter Agreement is by and between Capstone Therapeutics Corp., a Delaware corporation, having its principal business at 1275 West Washington Street, Suite 104, Tempe, AZ 85281 ("Capstone"), its joint venture, LipimetiX Development, Inc., a Delaware corporation, having its principal business at 5 Commonwealth Road, Suite 2a, Natick, MA 01760 ("LipimetiX"), and Bi

Capstone Therapeutics FORM 10-Q (Quarterly Report)

10-Q 1 f10q050417.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

Tax Benefit Preservation Plan, dated as of April 18, 2017, by and between Capstone Therapeutics Corp. and Computershare Inc., as rights agent.

EXHIBIT 4.1 TAX BENEFIT PRESERVATION PLAN Dated as of April 18, 2017 by and between CAPSTONE THERAPEUTICS CORP. and COMPUTERSHARE INC., as Rights Agent Table of Contents Page Section 1. Certain Definitions 1 Section 2. Appointment of Rights Agent 9 Section 3. Issuance of Rights Certificates 9 Section 4. Form of Rights Certificates 11 Section 5. Countersignature and Registration 12 Section 6. Trans

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 f8k041917.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: April 18, 2017 (Date of earliest event reported) CAPSTONE THERAPEUTICS CORP. (Exact name of registrant as specified in its charter) Delaware 000-21214 86-0585310 (State or other jurisdicti

Capstone Therapeutics FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-A for Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 Capstone Therapeutics Corp. (Exact name of registrant as specified in its charter) Delaware 86-0585310 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1275 West Washin