Capstone Holding: securities offering (amended)

Cover page 5 changes

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As filed with the Securities and Exchange Commission on January 24 February 6 , 2025. .

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DATED: JANUARY 24 , 202 5

DATED: FEBRUARY 6 , 2025

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Our Common Stock is currently quoted on the OTCQB Marketplace (the "OTCQB") under the symbol "CAPS." As of January 23, February 3, 2025 the last reported sales price for our Common Stock as quoted on the OTCQB was $2.75 $2.50 per share.

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(1) See "Underwriting" beginning on page 73 75 of this prospectus for additional information regarding underwriting compensation.

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Prospectus summary 10 changes

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Our current operating company, TotalStone, LLC (dba Instone), services 31 US states in a trade area that geographically represents about 40% (with such states having over 60% of American households). Our over 400 active customers are primarily masonry, building materials and landscape dealers.

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Geographic distribution footprint of Instone . The current service area of the Company, which includes 31 states and 40% (with such states having over 60% of American households), provides a good basis on which to make both "scale" and "scope" acquisitions.

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Contingent on the Company raising at least $3,000,000 in gross proceeds from this Offering with the pricing of this Offering on or prior to February 13, 2025 (the "Restructuring Condition"), a series of transactions will be consummated on the date of the satisfaction of the Restructuring Condition (the "Restructuring Date") prior to the issuance of Common Stock on the Restructuring Date that will have the effect of the Company owning 100% of the equity interests of TotalStone on the Restructuring Date. Please see the description of the restructuring transactions to take place on the Restructuring Date under " Business — TotalStone, LLC — Future TotalStone Equity Interests Transactions " on page 51 53 of this prospectus.

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As of January 23, February 3, 2025, there were 157,610 shares of Common Stock outstanding.

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5,190,251 shares of Common Stock (or 5,377,751 shares if the underwriter exercises its option to purchase additional shares of Common Stock in full) which includes (in addition to 1,250,000 shares of our common stock to be offered in this offering) 3,782,641 shares to be issued pursuant to the restructuring transactions to take place on the Restructuring Date. Please see the description of the restructuring transactions to take place on the Restructuring Date under " Business — TotalStone, LLC — Future TotalStone Equity Interests Transactions " on page 51 53 of this prospectus.

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We intend to use the net proceeds of approximately $3,558,045, or $4,240,545 if the underwriter exercises their over -allotment option in full, from this offering for the following purposes: approximately $826,667 $745,530 in total ($743,333 of principal and $2,197 of interest) for the repayment of a term loan issued by Berkshire Bank with a maturity date of December 1, 2025, and approximately $2,731,378, or $3,413,878 if the underwriter exercises their over -allotment option in full, for general corporate purposes. We currently have no agreements or commitments for any acquisitions and no guarantee can be made that we will make such acquisitions in the future. See "Use of Proceeds" section on page 29.

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The registration statement of which this prospectus is a part also registers warrants (the "Representative's Warrant") to purchase up to 62,500 shares (or 71,875 shares if the underwriter exercises its option to purchase additional shares of Common Stock in full) of our Common Stock to Joseph Gunnar (the "Representative"), as a portion of the underwriting compensation in connection with this offering. The Representative's Warrant will be exercisable at any time, and from time to time, in whole or in part, during the period commencing six (6) months following date of effectiveness of the registration statement of which this prospectus forms a part and expiring one and one -half (1.5) years from the effective date of the offering at an exercise price of $4.00 (100% of the assumed public offering price per share of Common Stock). Please see "Underwriting — Representative's Warrant" on page 74 76 of this prospectus for a description of these Warrants.

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• 187,000 187, 5 00 shares of Common Stock issuable upon the exercise of the Underwriters' Over -Allotment Option; and • 62,500 shares of Common Stock issuable upon the exercise of the Representative's Warrant.

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In connection with this offering, the underwriter will receive an underwriting discount equal to eight percent (8.0%) of the gross proceeds from the sale of Common Stock in the offering. We will also reimburse the underwriter for certain out -of-pocket actual expenses related to the offering and the representative of the underwriter shall be entitled to a non -accountable expense allowance equal to one percent (1.0%) of the public offering price. See "Underwriting" starting on page 73 75 of this prospectus.

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We and our directors, officers and principal stockholders have agreed with the underwriter not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of our Common Stock or securities convertible into Common Stock for a period of six (6) months after the closing date of this Offering. See "Underwriting" section on page 73. 75.

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Risk factors 1 change

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Holders of shares of Common Stock that we have issued, including shares of Common Stock issuable upon conversion and/or exercise of outstanding convertible notes, shares of preferred stock, options, and warrants, may be entitled to dispose of their shares pursuant to an exemption from registration under the Securities Act. Additional sales of a substantial number of our shares of our Common Stock in the public market, or the perception that sales could occur, could have a material adverse effect on the price of our Common Stock. Our Common Stock is quoted on the OTCQB Marketplace and there is not now, nor has there been, any significant market for shares of our Common Stock, and an active trading market for our shares may never develop or be sustained. Investors are currently able to use Rule 144 promulgated under the Securities Act to sell shares of our Common Stock and, if they do so, the then -prevailing market prices for our Common Stock may be reduced. Any substantial sales of our Common Stock may have an adverse effect on the market price of our securities.

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Use of proceeds 1 change

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• Approximately $826,667 $745,530 in total ($743,333 of principal and $2,197 of interest) for the repayment of a term loan issued by Berkshire Bank with interest charged at the one -month Secured Overnight Financing Rate ("SOFR") plus 3.5% (7.86% and 8.96% at September 30, 2024 and December 31, 2023, respectively) and a maturity date of December 1, 2025. The proceeds of the term loan were used for working capital; and • Approximately $ 2,731,378, or $3,413,878 if the underwriter exercises their over -allotment option in full, for general corporate purposes to enable us to grow organically by expanding the breadth of our distribution by both geography and new products, either through contractual relationships or owning in -house brands.

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Market for the common stock 2 changes

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Our Common Stock is quoted on the OTCQB under the trading symbol "CAPS". We intend to apply to The Nasdaq Capital Market to list our Common Stock under the symbol "CAPS" As of January 23, February 3, 2025, there were approximately 461 holders of record of our Common Stock. The last reported sales price for our Common Stock, as reported on the OTCQB on January 23, February 3, 2025, was $2.75 $2.50 per share.

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The transfer agent of our Common Stock is Computershare U.S. Trust Company, N.A. Their address is 150 Royall Street, Canton, MA 02021.

Capitalization 8 changes

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• (1) on an actual basis as of September 30, 2024; and

(2) on a pro forma basis, giving effect to: 1,250,000 shares to be issued in connection with this offering at an assumed public offering price of $4.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses of $1,441,995; and (3) on a pro forma as adjusted basis, giving further effect to:

• (2) on a pro forma as adjusted basis, giving effect to: (i) 1,250,000 shares to be issued in connection with this offering at an assumed public offering price of $4.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses of $1,441,995; (ii) 3,782,641 shares of Common Stock to be issued pursuant to the restructuring transactions to take place on the Restructuring Date, including (a) the cancellation of TotalStone's Class A TS Warrants to purchase 1,125 TotalStone's Class A Common Interests, (b) the exchange of all of TotalStone's Class B Preferred Interests for 3,782,641 shares of Common Stock, and (c) the cancellation of TotalStone's 75 Class C Preferred Interests with an outstanding balance of approximately $42,000, which is included in TotalStone's Class B Preferred Interests on the Company's consolidated balance sheet $28,579,525 as of September 30, 2024 for 3,782,641 shares of Common Stock (please see the description of the restructuring transactions to take place on the Restructuring Date under " Busines s "Business — Tota lStone, TotalStone, LLC — Future TotalStone Equity Interests Transactions" " on page 51 53 of this prospectus); and (iii) the Special Preferred Membership Interests being exchanged on the Restructuring Date for loans in an aggregate principal amount of $1,006,377 plus certain amounts for each day after September 30, 2024 until the Restructuring Date.

(ii) the Special Preferred Membership Interests being exchanged on the Restructuring Date for loans in an aggregate principal amount of $1,006,377 plus certain amounts for each day after September 30, 2024 until the Restructuring Date.; and (iii) The repayment of approximately $745,530 in total ($743,333 of principal and $2,197 of accrued interest) on the Berkshire Bank term loan with a maturity date of December 1, 2025.

TotalStone's 75 Class C Preferred Interests, with an outstanding balance of approximately $42,000, are included in TotalStone's Class B Preferred Interests on the Company's consolidated balance sheet.

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Total long-term liabilities

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Common stock: $0.0005 par value; 50,000,000 shares authorized; 157,610 shares issued and outstanding at September 30, 2024 and 5,190,251 1,407,610 issued and outstanding on a pro forma basis and 5,190,251 on a pro forma as adjusted basis — Additional paid in capital 193,044 225,179 196,601 225,180 Accumulated deficit (194,967 ) (194,967 ) (194,967 ) Total stockholders' equity (deficit) $ (1,923 ) $ 1,635 $ 30,215 A $1.00 increase or decrease in the assumed public offering price per share would increase or decrease our pro forma cash, additional paid -in capital, total stockholders' equity (deficit) and total capitalization by approximately $1,137,500 assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

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• 187,000 187,500 shares of Common Stock issuable upon the exercise of the Underwriters' Over -Allotment Option; and • 62,500 shares of Common Stock issuable upon the exercise of the Representative's Warrant

Dilution 8 changes

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Pro forma as adjusted net tangible book value per share represents our pro forma as adjusted net tangible book value divided by the number of shares of Common Stock outstanding after this offering.

Pro forma net tangible book value per share represents our net tangible book value divided by the number of shares of Common Stock outstanding after this offering. Pro forma net tangible book value per share includes the effect of 1,250,000 shares to be issued in connection with this offering at an assumed public offering price of $4.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses of $1,441,995. Pro forma net tangible book value (deficit) as of September 30, 2024 is $(31,623,561) or $(22.47) per share. This represents an immediate increase in pro forma net tangible book value (deficit) of $200.75 per share to existing stockholders and an immediate dilution of $(26.47) per share to new investors purchasing Common Stock in the offering.

Pro forma as adjusted net tangible book value per share includes the effects of the shares to be issued in the offering, net of expenses, and the following:

After giving effect to: (i) 1,250,000 shares to be issued in connection with this offering at an assumed public offering price of $4.00 per share, after deducting underwriting discounts and commissions and estimated offering expenses of $1,441,995; (ii) 3,782,641 shares of Common Stock to be issued pursuant to the restructuring transactions to take place on the Restructuring Date, including (a) the cancellation of TotalStone's Class A TS Warrants to purchase 1,125 TotalStone's Class A Common Interests, (b) the exchange of all of TotalStone's Class B Preferred Interests for 3,782,641 shares of Common Stock, and (c) the cancellation of TotalStone's 75 Class C Preferred Interests with an outstanding balance of approximately $42,000, which is included in TotalStone's Class B Preferred Interests on the Company's consolidated balance sheet $28,579,525 as of September 30, 2024 for 3,782,641 shares of Common Stock, (please see the description of the restructuring transactions to take place on the Restructuring Date under " Business — TotalStone, LLC — Future TotalStone Equity Interests Transactions " on page 51 53 of this prospectus), and (iii) (ii) the Special Preferred Membership Interests of TotalStone being converted into loans in like aggregate principal amount of $1,006,377 plus certain amounts for each day after September 30, 2024 until the Restructuring Date, our pro forma as adjusted net tangible book value (deficit) as of September 30, 2024 would have been $(3,044,036) or $(0.59) per share. This represents TotalStone's 75 Class C Preferred Interests, with an immediate increase in pro forma net tangible book value (deficit) of $222.63 per share to existing stockholders and immediate dilution outstanding balance of $(4.59) per share to new investors purchasing Common Stock approximately $42,000, are included in TotalStone's Class B Preferred Interests on the offering. Company's consolidated balance sheet.

Our pro forma as adjusted net tangible book value (deficit) as of September 30, 2024 would have been $(3,044,036) or $(0.59) per share. The effects of (i) and (ii) above represent an additional immediate increase from pro forma net tangible book value (deficit) of $21.88 per share to existing stockholders and an immediate decrease in the net tangible book deficit of $21.88 per share to new investors purchasing Common Stock in the offering.

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Net tangible book deficit value per share as of September 30, 2024 (223.22 ) Increase in net tangible book value per share attributable to the effects to this offering $ 200.75 Pro forma net tangible book value per share $ (22.47 ) Additional increase in net tangible book value per share attributable to new investors the effects of the pro forma as adjusted items (i) and (ii) $ 222.63 21.88 Pro forma as adjusted net tangible book value per share after giving effect to this offering $ (0.59 ) Dilution in net tangible book value per share to new investors (4.59 ) If the underwriter's overallotment option is exercised, our adjusted pro forma as adjusted net tangible book value following the offering will be $(0.44) per share, and the dilution to new investors in the offering will be $(4.44) per share.

A $1.00 increase or decrease in the assumed public offering price per share of Common Stock would increase or decrease our pro forma as adjusted net tangible book value per share after this offering by approximately $0.22 and dilution per share to new investors by approximately would be $(5.37) for an increase of $1.00, or $(3.81) for a decrease of $1.00, after deducting the underwriting discount and estimated offering expenses payable by us.

The pro forma and pro forma as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual public offering price of our Common Stock and other terms of this offering determined at pricing.

MD&A 2 changes

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The following discussion and analysis should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2023, and the related notes thereto, which have been prepared in accordance with U.S. GAAP, included in the registration statement of which this prospectus forms a part. Throughout this discussion, unless the context specifies or implies otherwise the terms the "Company", "we", "us" and "our" refer to the business and operations of Capstone Holding Corp and its operating subsidiary, TotalStone, , LLC (db a (dba Instone). ) .

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Capstone Holding Corp. formerly known as Capstone Therapeutics Corp. and OrthoLogic Corp., incorporated in Delaware in 1987 as a domestic corporation, is the parent entity of TotalStone, LLC ( dba Instone). Instone has a building products distribution network that services 31 US states in a trade area that geographically represents about 40% (with such states having over 60% of American households). Our over 400 active customers are primarily masonry, building materials and landscape dealers.

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Business 11 changes

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Geographic distribution footprint of Instone. The current service area of the Company, which includes 31 s tates (with such states and 40% having over 60% of American households), provides a good basis on which to make both "scale" and "scope" acquisitions.

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Strategic Distribution Network. Our strategically located distribution centers enable us to serve approximately 40% 31 states (with such states having over 60% of U.S. American households) with speed and efficiency. These facilities are designed to optimize inventory management, reduce lead times, and ensure that our customers have access to the products they need, when they need them. Our distribution network is a key competitive advantage that supports our position in the industry. This extensive reach provides a robust base for integrating additional distributors or manufacturers, driving consistent revenue growth.

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Renovation and Remodeling. The renovation and remodeling market has seen substantial growth, particularly following the COVID -19 pandemic, which spurred increased investment in home improvement. In 2023, 2022, U.S. homeowners spent over $500 billion on renovation projects, with a significant portion directed towards exterior upgrades and outdoor living spaces. Thin veneer stone, known for its durability and aesthetic versatility, is increasingly favored for these applications. In 2024 however, remodel spending growth is expected to be down ~ -3 .6% YoY coinciding with increased interest rates and depletion of excess pandemic -era excess savings, but is expected to grow ~+7.0% in 2025 and ~+12.2% in 2026. Overall building products spending is expected to grow +2.6% in 2025 vs only +1.0% in 2024.

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Optimized Distribution Network. Our four strategically located distribution centers in Massachusetts, New Jersey, Ohio, and Illinois enable us to serve approximately 31 states (with such states having over 60% of American households) (with such states' population consisting of about 40% of U.S. American households) efficiently. These facilities are designed to optimize inventory management and delivery times, ensuring that our customers receive the products they need when they need them.

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As of January 23, 2025, there are currently 3,782,641 TotalStone's Class B Preferred Interests outstanding. Holders of TotalStone's Class B Preferred Interests (the "Class B Members") have no voting rights and are entitled to designate two TotalStone managers. The TotalStone managers may not take certain actions without the express consent of the Class B Members, who also have preemptive rights such as a right of first refusal over new securities of TotalStone and the right of overallotment. Upon a Redemption Default, Class B Members have the right to sell to the company its interests, and also receive warrants to purchase common stock of Capstone in an aggregate amount equal to 2% of Capstone's outstanding common stock at an exercise price of $0.01. In the event of a distribution of residual proceeds or operating cash flow, the Class B Members have second priority to the Special Preferred Members and have the right to receive in -kind distributions in the same proportions as cash would be distributed.

On July 23, 2023, a Redemption Default pursuant to the TotalStone operating agreement occurred, allowing Class Cla ss B Members to receive warrants to purchase common stock of Capstone in an aggregate amount of 2%. The Class B Members have agreed to waive and not exercise their rights in accordance with the terms of the TotalStone operating agreement.

As of January 23, February 3, 2025, there are currently 75 TotalStone's Class C Preferred Interests outstanding. TotalStone's Class C Preferred Interests are treated as profit interests and the one holder of TotalStone's Class C Preferred Interests (the "Class C Member") has no voting rights in TotalStone and receives no tax distributions. In the event of a distribution of proceeds, the Class C Member receives Class C Incentive Distributions concurrently with distributions made to Class B Members, but only after $500,000 $5,000,000 in distributions have been made to the Special Preferred Members and the Class B Members since the date of grant of such Class C Preferred Interests. The outstanding balance of the Class C Preferred Interests as of September 30, 2024, is approximately $42,000 and included in TotalStone's Class B Preferred Interests on the Company's consolidated balance sheet.

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Class A TS Warrants to purchase 50 1,125 TotalStone's Class A Common Interests have been cancelled and the remaining Class A TS Warrants to purchase 1,125 TotalStone's Class A Common Interests or will be cancelled with such holders on or prior to the Restructuring Date.

On the Restructuring Date, pursuant to a master exchange agreement (the "Master Exchange Agreement") to be entered into en tered int o by the Company, TotalStone and TotalStone's Class B and Class C Members, all of TotalStone's Class C lass B and Class C Preferred Interests will be exchanged for 3,782,641 shares of Common Stock that will constitute approximately 96% of the shares of Common Stock outstanding on the Restructuring Date immediately prior to the issuance of Common Stock in this Offering, to be allocated to the Class B and Class C Members as set forth in the Master Exchange Agreement. As consideration for the issuance of 3,782,641 shares of Common Stock, the Class B and Class C Members will surrender their existing TotalStone's membership interests and withdraw from the membership of TotalStone. Following the restructuring, BP Peptides, LLC, the current owner of approximately 77.3% of the Company's shares, will own approximately 3% of the Company's shares. Following the restructuring, the largest holder of the Company's shares (approximately 64%) will be BPA XIV, LLC. BP Peptides, LLC is jointly controlled by Matthew Lipman, our chief executive officer and a member of our board of directors, and Michael Toporek, the chairman of our board of directors, and BPA XIV, LLC is controlled by Mr. Lipman.

On the Restructuring Date, the Class C Preferred Interests will be cancelled in connection with the exchange of Class B Preferred Interests into 3,782,641 shares of Common Stock. The Class C Member has agreed to cancel his Class C Preferred Interests, the Class A TS Warrants, and his right to receive incentive compensation from TotalStone. in consideration of receiving a total of 28,368 shares of Common Stock on the Restructuring Date, which are included in the 3,782,641 shares of Common Stock to be issued upon the exchange of the Class B Preferred Interests.

In total, on the Restructuring Date, in exchange for the TotalStone's outstanding Class B and Class C preferred interests, 3,782,641 shares of Common Stock will be issued pursuant to the restructuring transactions.

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Management 15 changes

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Matthew E. Lipman, Chief Executive Officer and Director. Mr. Lipman brings over 20 years of experience working with companies to establish growth strategies and execute acquisitions. Mr. Lipman has served as a director since July 14, 2017. Mr. Lipman has served as a member of the Board of Directors of Soluna Holdings, Inc., a Nasdaq -listed digital infrastructure company, since 2016. Since 2004, Mr. Lipman has served as Managing Director of Brookstone Partners. From July 2001 through June 2004, Mr. Lipman was an analyst in the mergers and acquisitions group at UBS Financial Services Inc. Mr. Lipman has a B.S. in Business Administration from Babson College. Mr. Lipman currently serves on the Board of Directors of Denison Pharmaceuticals, LLC, Advanced Disaster Recovery Inc., and Harmattan Energy Limited. The Board believes that Mr. Lipman's proficiency in reading and understanding financial statements, generally accepted accounting principles and internal controls, qualifies him to serve as Chief Executive Officer.

Michael M. Toporek, Chairman. Mr. Toporek has served as a director since July 14, 2017. Since 2003, Mr. Toporek has served as the Managing General Partner of Brookstone Partners, a lower/middle market private equity firm based in New York and an affiliate of BP Peptides, LLC ("Brookstone Partners"). Mr. Toporek, a member of the Board of Directors of Soluna Holdings since 2016, served as Soluna Holdings' Chief Executive Officer from November 2020 until May 2023 and has served as Executive Chairman of the Board since that date. Prior to founding Brookstone Partners in 2003, Mr. Toporek was both an active principal investor and an investment banker. Mr. Toporek began his career in Chemical Bank's Investment Banking Group, later joined Dillon, Read and Co., which became UBS Warburg Securities Ltd. during his tenure, and SG Cowen and Company. Mr. Toporek currently serves on the Board of Trustees of Harlem Academy. Mr. Toporek has a B.A. in Economics and an M.B.A from the University of Chicago. Mr. Toporek brings strategic and financial expertise to the Board as a result of his experience with Brookstone Partners, which the Board believes qualifies him to serve as Chairman.

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Gordon Strout, Director Nominee

Fredric J. Feldman, Ph.D., Director Nominee

Elwood D. Howse, Jr., Director Nominee

Gordon Strout, Director Nominee . Mr. Strout ran a small industrial supply business as well as a heating oil business starting in 1985. After successfully selling off the heating oil business he purchased his father's minority stake in the Industrial supply company in 1989. Instone and Total Lubrication (a Mobil branded lubricants distributor) grew out of the industrial supply business. In 2004 Gordon acquired a majority equity position. Gordon then partnered with Brookstone Partners in 2006 and served as President and CEO through April 2021 at which time he transitioned to Executive Chairman of the Instone board. Mr. Strout holds a bachelor's degree from the University of Miami, Coral Gables Fla. The Board believes the experience and knowledge of Mr. Strout qualifies him to serve on our Board.

Fredric J. Feldman, Ph.D., Director Nominee. Fredric J. Feldman, Ph.D., has been the President of FJF Associates, a consultant to venture capital and emerging companies, since February 1992 and has served as a director of the Company since 1991. From September 1995 to June 1996, he was the Chief Executive Officer of Biex, Inc., a women's healthcare company. He served as Chief Executive Officer of Oncogenetics, Inc., a cancer genetics research company, from 1992 to 1995. Between 1988 and 1992, Dr. Feldman was the President and Chief Executive Officer of Microgenics Corporation, a medical diagnostics company. From 1984 to 1988 Dr. Feldman was Vice President and then President of Instrumentation laboratory a medium sized International Medical Diagnostic Instrumentation Company. Dr. Feldman received his Ph.D. in analytical chemistry from the University of Maryland. He has been a director of a number of public and private companies. The Board believes that Dr. Feldman's over 40 years of operating, scientific and business experience in industry qualifies him for service on our board.

Elwood D. Howse, Jr., Director Nominee. Elwood D. Howse, Jr., previously served as a director of the Company from 1987 to 2023. In 1982, Mr. Howse founded Cable, Howse and Ragen, investment banking and stock brokerage firm, subsequently known as Ragen MacKenzie. In 1977, Mr. Howse co -founded co-founded Cable & Howse Ventures, an early -stage early-stage venture capital firm focused on technology. In 1976, he served as Vice President, Corporate Finance, for Foster & Marshall, a northwest stock brokerage firm. In 1974 he was the Chief Financial Officer of Seattle Stevedore Company and the Miller Produce Company. Mr. Howse has served as a corporate director and advisor to various public, private and non -profit non-profit enterprises. He served on the board of the National Venture Capital Association and is past President of the Stanford Business School Alumni Association. Mr. Howse holds a BS in Engineering from Stanford University and an MBA from Stanford Graduate School of Business. Mr. Howse also served in the US Navy as a nuclear submariner. The Board believes Mr. Howse's education and company operations skills brings important financial and business experience to the board and qualifies him to serve on our board.

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Our Board of Directors has reviewed the composition of our Board of Directors and its committees and the independence indepe ndence of each ea ch director. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, our Board of Directors has determined that each of Messrs. Charles Dana, Gordon Strout, Fredric J. Feldman, Ph.D., and Elwood D. Howse, Jr., and J ohn M. Holliman, III is an "independent director" as defined under Rule 5605(a)(2) of the Nasdaq Marketplace Rules. Our Board of Directors also determined that John M. Holliman, Elwood D. Howse Jr. and Fredric J. Feldman Ph.D., who will comprise our audit committee following this offering, Fredric J. Feldman Ph.D., Charles Dana and John M. Holliman, who will comprise our compensation committee following this offering, and Charles Dana, Elwood D. Howse Jr. and Fredric Fr edric J. Feldman Feldm an Ph.D., who will be members of our nominating and corporate governance committee following this offering, satisfy the independence standards for such committees established by the SEC and the NASDAQ Marketplace Rules, as applicable. In making such determinations, our Board of Directors considered the relationships that each such non -employee director has with our company and all other facts and circumstances our Board of Directors deemed relevant in determining independence, including the beneficial ownership of our capital stock by each non -employee director.

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The audit committee's duties are to recommend to our board of directors the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles. The audit committee will review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee will at all times be composed exclusively of directors who are, in the opinion of our board of directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles. Compensation Committee. We have established a compensation committee consisting of Fredric J. Feldman, Ph.D., Charles Dana, and John M. Holliman, III. Fredric J. Feldman is chairman of the compensation committee.

Compensation Committee. We have established a compensation committee consisting of Fredric J. Feldman, Ph.D., Charles Dana, and John M. Holliman, III. Fredric J. Feldman is chairman of the compensation committee.

In considering and determining executive and director compensation, the compensation committee reviews compensation that is paid by other similar public companies to its officers and takes that into consideration in determining the compensation to be paid to our officers. The compensation committee also determines and approves any non -cash compensation paid to any employee. We do not engage any compensation consultants to assist in determining or recommending the compensation to our officers or employees. Nominating and Corporate Governance Committee. We have established a nominating and corporate governance committee consisting of Charles Dana, Elwood D. Howse, Jr., and Fredric J. Feldman, Ph.D. Charles Dana is chairman of the nominating and corporate governance committee.

Nominating and Corporate Governance Committee. We have established a nominating and corporate governance committee consisting of Charles Dana, Elwood D. Howse, Jr., and Fredric J. Feldman, Ph.D. Charles Dana is chairman of the nominating and corporate governance committee.

The responsibilities of the nominating and corporate governance committee include the identification of individuals qualified to become Board members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of the Board, establishing procedures for the nomination process, oversight of possible conflicts of interests involving the Board and its members, developing corporate governance principles, and the oversight of the evaluations of the Board and management. The nominating and corporate governance committee has not established a policy with regard to the consideration of any candidates recommended by stockholders. If we receive any stockholder recommended nominations, the nominating and corporate governance committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith. Code of Ethics Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to each officer, director, and employee of the Company. The full text of our Code of Business Conduct and Ethics will be posted on our website at www.capstonethx.com . We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

Our Board of Directors has adopted a Code of Business Conduct and Ethics applicable to each officer, director, and employee of the Company. The full text of our Code of Business Conduct and Ethics will be posted on our website at www.capstonethx.com . We intend to disclose on our website any future amendments of our Code of Business Conduct and Ethics or waivers that exempt any principal executive officer, principal financial officer, principal accounting officer or controller, persons performing similar functions or our directors from provisions in the Code of Business Conduct and Ethics. Information contained on, or that can be accessed through, our website is not incorporated by reference into this prospectus, and you should not consider information on our website to be part of this prospectus.

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Executive compensation 1 change

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The Company intends to grant options to purchase our common stock and awards restricted stock to employees and directors under a to -be-adopted an equity incentive plan titled "2024 Stock Plan". the Company expects to put into place during 2025. The Company expects to reserve shares of common stock for future option exercise representing approximately 10% of authorized shares as of this date (or 5 million shares) under the 2024 Stock such an equity incentive plan. The issuance of grants and future exercise into common shares of Common Stock as well as the grant of restricted stock awards may cause future dilution of ownership to shareholders.

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Principal stockholders 3 changes

The following sets forth information as of January 23, February 3, 2025 regarding the number of shares of our Common Stock beneficially owned by (i) each person that we know beneficially owns more than 5% of our outstanding Common Stock, (ii) each of our directors and executive officers and (iii) all of our directors and executive officers as a group.

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(2) Based on 157,610 shares of Common Stock outstanding as of January 22 February 3 , 2025. .

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(4) Includes 985,630 985, 063 votes pursuant to the Series B Preferred Stock to be created and issued to Nectarine Management LLC (an entity whose voting of our securities held by such entity is solely controlled by Mr. Toporek) prior to the consummation of this offering. .

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Related-party transactions 1 change

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Prior to the effectiveness of the registration statement of which this prospectus forms a part, an entity controlled by Mr. Toporek will purchase 985,063 shares of Series B Preferred Stock for a total purchase price of $30,000.

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Description of the securities 9 changes

As of January 23, February 3, 2025, we were authorized to issue 200,000 shares of Common Stock, $0.0005 par value and 5,000 shares of Series A preferred stock, $0.0005 par value. The Company expects that, prior to the consummation of this offering, the Company's controlling shareholder will authorize the Company to file an amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the authorized shares of Common Stock to 50,000,000 shares and increase the authorized shares of preferred stock to 25,000,000 shares.

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As of January 23, February 3, 2025, there were 157,610 shares of Common Stock issued and outstanding.

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Series B Preferred Stock

Prior to the effectiveness of the registration statement of which this prospectus forms a part, the Company will file a Certificate of Designation (the "Series B Certificate of Designation") with the Delaware Secretary of State which will designate [2 million] shares of the Company's authorized preferred stock as Series B Preferred Stock ("Seri es B Preferred St ock"), no par value.

Prior to the effectiveness of the registration statement of which this prospectus forms a part, an entity controlled by Mr. Toporek will purchase 985,063 shares of Series B Preferred Stock for a total purchase price of $30,000.

The holders of shares of Series B Preferred Stock ("Series B Preferred Stockholders") shall have the right to vote, together with the holders of all the outstanding shares of Common Stock on all matters on which holders of Common Stock shall have the right to vote. The holders of shares of Series B Preferred Stock shall have the right to cast one vote for each share of Series B Preferred Stock held by them.

Series B Preferred Stock is convertible into Common Stock at the holder's option any time after the two -year anniversary of the date of this initial public offering, provided the Common Stock's closing price meets or exceeds $40 per share on the date of conversion. The number of shares of Common Stock issuable upon conversion of each share of Series B Preferred Stock is based on a specified formula as set forth in the Series B Certificate of Designation. By way of example only, if the closing price is $45 on the conversion date, one thousand (1,000) shares of Series B Preferred Stock will convert into approximately 1,110 shares of Common Stock. Adjustments to the conversion rate apply for stock splits, dividends, reorganizations, and certain corporate transactions.

The Series B Preferred Stockholders will have certain protective rights. Until less than 50% of the originally issued Series B Preferred Stock remains outstanding, holders of at least 50% of such shares may appoint two directors to the Board. Additionally, until less than 20% of shares of Series B Preferred Stock remains outstanding, the Company cannot take certain actions without the approval of at least 50% of the outstanding Series B Preferred Stock, including amending governing documents, altering the Board size, issuing or modifying Series B Preferred Stock, engaging in mergers, consolidations, or asset sales (except in the ordinary course), repurchasing shares (except under employment agreements), adopting equity incentive plans exceeding 10% of outstanding Common Stock, issuing additional shares (except under an approved plan), acquiring other entities, or incurring new indebtedness beyond refinancing existing debt.

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We also intend to enter into separate indemnification agreements with our directors and executive officers, in addition to indemnification provided for in our bylaws. These agreements, among other things, will provide for indemnification of our directors and executive officers for expenses, judgments, fines and settlement amounts incurred by such persons in any action or proceeding arising out of this person's services as a director or executive officer or at our request. We believe that these provisions in our certificate of incorporation and bylaws and indemnification agreements are necessary to attract and retain qualified persons as directors and executive officers.

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Shares Eligible for Future Sale 1 change

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Based on the number of shares of Common Stock outstanding as of January 23, February 3, 2025, after giving pro forma effect to the closing of this offering we will have 5,190,251 shares of Common Stock outstanding, assuming (1) no exercise of the underwriter's option to purchase additional shares of Common Stock and (2) no exercise of outstanding options or warrants. Of those shares, all the shares sold in this offering will be freely tradable.

Transfer Agent and Registrar 1 change

The transfer agent of our Common Stock is Computeshare U.S. Computershare Trust Company, N.A. Their address is 150 Royall Street Canton, MA 02021.

Exhibits 2 changes

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** Filed previously.

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 3.1 12/31/2024 3.2 Bylaws of the Company 4.2 06/23/2015 3.3 Amended and Restated Certificate of Designation of Series A Preferred Stock, dated June 22, 2015 3.3 12/31/2024 3.4 Form of Certificate of Amendment to the Restated Certificate of Incorporation 3.5 Form of Certificate of Designation of Series B Convertible Preferred Stock dated July 9, 1998 4.1 Form of Representative's Warrant 4.2 Amended and Restated Warrant to Purchase Common Stock, dated March 20, 2020, issued to BP Peptides, LLC 4.2 12/31/2024 4.3 Warrant to Purchase Common Stock, dated January 30, 2018, issued to BP Peptides, LLC 8-K 10.2 02/01/2018 5.1 Opinion of Lucosky Brookman LLP 10.1 Form of Indemnification Agreement 10.2 Series B Preferred Stock and Warrant Purchase Agreement, dated August 25, 2016, by and between LipimetiX Development, Inc. and Capstone Therapeutics Corp. 8-K 10.1 08/26/2016 10.3 Securities Purchase, Loan and Security Agreement dated July 14, 2017, by and between Capstone Therapeutics Corp. and BP Peptides, LLC 8-K 10.1 07/17/2017 10.4 First Amendment to Securities Purchase Loan and Security Agreement dated January 30, 2018, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC 8-K 10.1 02/01/2018 II-3 Exhibit Number Exhibit Description Incorporated by Reference Filed or Furnished Herewith Form Exhibit Filing Date 10.5 Second Amendment to Securities Purchase Loan and Security Agreement dated March 15, 2019, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC 8-K 10.1 03/19/2019 10.6 Third Amendment to Securities Purchase Loan and Security Agreement dated March 27, 2020, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC 10.6 12/31/2024 10.7 Fourth Amendment to Securities Purchase Loan and Security Agreement dated March 15, 2021, by and between Capstone Therapeutics, Corp. and BP Peptides, LLC 10.7 12/31/2024 10.8 Termination of Securities Purchase, Loan and Security Agreement, dated November 13, 2024, by and between Capstone Holding Corp. and BP Peptides, LLC 10.8 12/31/2024 10.9 Promissory Note dated July 14, 2017, payable to BP Peptide, LLC 8-K 10.2 07/17/2017 10.10 Fourth Amended and Restated Operating Agreement of TotalStone, LLC, dated March 27, 2020 and Effective as of November 26, 2021 10.10 12/31/2024 10.11 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 10.11 12/31/2024 10.12 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 10.12 12/31/2024 10.13 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 10.13 12/31/2024 10.14 Non-negotiable Secured Subordinated Promissory Note by and between TotalStone, LLC and Northeast Masonry Distributors, LLC 10.14 12/31/2024 10.15 Non-negotiable Secured Subordinated Contingent Value Promissory Note by and between NEM Purchaser, LLC and Northeast Masonry Distributors, LLC 10.15 12/31/2024 10.16 Brookstone Partners IAC, Inc. Amended and Restated Management Fee Agreement Dated March 1, 2020 by and between TotalStone, LLC and Brookstone Partners IAC, Inc. 10.16 12/31/2024 10.17 Management Fee Agreement, dated March 27, 2020, by and between TotalStone, LLC and Capstone Holding Corp. 10.17 12/31/2024 10.18 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. 10.18 12/31/2024 II-4 Exhibit Number Exhibit Description Incorporated by Reference Filed or Furnished Herewith Form Exhibit Filing Date 10.19 Limited Payment Guarantee dated March 31, 2021, between Capstone Therapeutics Corp. and Brookstone Acquisition Partners XXI Corporation 10.19 12/31/2024 10.20 Series B-2 Preferred Stock Purchase Agreement, dated August 11, 2017, by and between Capstone Therapeutics Corp. and LipimetiX Development, Inc. 10-Q 10.1 08/14/2017 10.21 First Amendment to the Amended and Restated Stockholders Agreement of LipimetiX Development, Inc., dated August 11, 2017 10-Q 10.2 08/14/2017 10.22 Joinder of August 25, 2016 Registration Rights Agreement of LipimetiX Development, Inc., dated August 11, 2017 10-Q 10.3 08/14/2017 10.23 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 10.23 12/31/2024 10.24 Second Amended and Restated Promissory Note, dated November 11, 2024, issued by Capstone Holding Corp. to BP Peptides, LLC 10.24 12/31/2024 10.25 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 10.25 12/31/2024 10.26 Amendments to Revolving Credit, Term Loan and Security Agreement Still in Effect As of December 30, 2024 10.26 12/31/2024 10.27 Second Amended and Restated Revolving Credit Note Issued by TotalStone, LLC and Northeast Masonry Distributors, LLC to Berkshire Bank, dated November 14, 2019 10.27 12/31/2024 10.28 Term Note Issued by TotalStone, LLC, Northeast Masonry Distributors, LLC, and TotalStone Properties, LLC to Berkshire Bank, dated November 22, 2021 10.28 12/31/2024 10.29 Second Amended and Restated Promissory Note Issued by Capstone Holding Corp. to Brookstone Partners Acquisition XXI Corporation, dated November 11, 2024 10.29 12/31/2024 10.30 Form of Master Exchange Agreement by and among Capstone Holding Corp., TotalStone, LLC, and TotalStone's Class B Member 10.31 Form of Subscription Agreement for Purchase of Series B Preferred Stock 10.32 Executive Employment Agreement by and between Capstone Holding Corp. and Matthew Lipman 21.1 List of Subsidiaries 21.1 12/31/2024 23.1 Consent of GBQ Partners LLC 23.2 Consent of Lucosky Brookman LLP (included in Exhibit 5.1) II-5 Exhibit Number Exhibit Description Incorporated by Reference Filed or Furnished Herewith Form Exhibit Filing Date 99.1 Consent of Charles Dana to be named as a director nominee 99.1 12/31/2024 99.2 Consent of Gordon Strout to be named as a director nominee II-5 Exhibit Number Exhibit Description Incorporated by Reference Filed or Furnished Herewith Form Exhibit Filing Date 99.2 12/31/2024 99.3 Consent of Fredric J. Feldman to be named as a director nominee 99.3 12/31/2024 99.4 Consent of Elwood D. Howse to be named as a director nominee 107** 99.4 12/31/2024 Filing Fee Table ____________ * To be filed by amendment.

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Undertakings 1 change

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Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Alsip, Illinois, on January 24, February 6, 2025.

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