Capstone Holding: securities offering (amended)

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ea0243919-s1_capstone.htm

REGISTRATION STATEMENT

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AMENDMENT NO. 1 TO FORM S-1

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Registration No. 333- 333-287745

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PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

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The selling stockholder is an "underwriter"

within the meaning of Section 2(a)(11) of the Securities Act and any profits on the sales of shares of our Common Stock by the selling stockholder and any discounts, commissions, or concessions received by the selling stockholder are deemed to be underwriting discounts and commissions under the Securities Act.

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The Tumim Stone Capital Equity Financing 7 changes

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(3) The 5,190,251 shares of Common Stock consist of (i) 215,054 shares to be issued as Commitment Shares and (ii) up to 4,975,197 shares to be issued as Equity Line Securities, issuable pursuant to the Purchase (4) The VWAP Purchases of Common Stock are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our Common Stock to Tumim Stone Capital to the extent such shares, when aggregated with all other shares of our Common Stock then beneficially owned by Tumim Stone Capital, would cause Tumim Stone Capital's beneficial ownership of our Common Stock to exceed 4.99%, unless such limit is increased by Tumim Stone Capital up to a maximum of 9.99%. The amount presented in this table represents such number of shares pursuant to the blocker provision in the Purchase Agreement that prohibits Tumim Stone Capital's beneficial ownership of our common stock to exceed 4.99%, unless such limit is increased by Tumim Stone Capital up to a maximum of 9.99%.

In the absence of such 4.99% blocker provisions, Tumim Capital Stone would be deemed to have beneficial ownership of 5,190,251 shares of our Common Stock after the Offering.

The Purchase Agreement also prohibits us from issuing or selling shares of our Common Stock under the Purchase Agreement in excess of the 19.99% Exchange Cap unless we obtain stockholder approval to do so, or unless sales of Common Stock are made at a price equal to or greater than $1.77 per share, such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. Neither the beneficial ownership limitation nor the Exchange Cap (to the extent applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement.

(5) The business address of Tumim Stone Capital is 2 Wooster Street,

(3) The 5,190,251 shares of Common Stock consist of (i) 215,054 shares to be issued as Commitment Shares and (ii) up to 4,975,197 shares to be issued as Equity Line Securities, issuable pursuant to the Purchase (4) The VWAP Purchases of Common Stock are subject to certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from issuing and selling any shares of our Common Stock to Tumim Stone Capital to the extent such shares, when aggregated with all other shares of our Common Stock then beneficially owned by Tumim Stone Capital, would cause Tumim Stone Capital's beneficial ownership of our Common Stock to exceed 4.99%, unless such limit is increased by Tumim Stone Capital up to a maximum of 9.99%. The amount presented in this table represents such number of shares pursuant to the blocker provision in the Purchase Agreement that prohibits Tumim Stone Capital's beneficial ownership of our common stock to exceed 4.99%, unless such limit is increased by Tumim Stone Capital up to a maximum of 9.99%. In the absence of such 4.99% blocker provisions, Tumim Capital Stone would be deemed to have beneficial ownership of 5,190,251 shares of our Common Stock after the Offering. The Purchase Agreement also prohibits us from issuing or selling shares of our Common Stock under the Purchase Agreement in excess of the 19.99% Exchange Cap unless we obtain stockholder approval to do so, or unless sales of Common Stock are made at a price equal to or greater than $1.77 per share, such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. Neither the beneficial ownership limitation nor the Exchange Cap (to the extent applicable under Nasdaq rules) may be amended or waived under the Purchase (5) The business address of Tumim Stone Capital is 2 Wooster Street, 2nd Floor, New York, New York 10013. Tumim Stone Capital's principal business is that of a private investor. Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i, LP, which is the sole member of Tumim Stone Capital, and has sole voting control and investment discretion over securities beneficially owned directly by Tumim Stone Capital and indirectly by 3i Management, LLC and 3i, LP. 3i Management, LLC is also the manager of Tumim Stone Capital. We have been advised that none of Mr. Tarlow, 3i Management, LLC, 3i, LP, or Tumim Stone Capital is a member of the FINRA or an independent broker-dealer, or an affiliate or associated person of a FINRA member or independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Mr. Tarlow as to beneficial ownership of the securities beneficially owned directly by Tumim Stone Capital and indirectly by 3i Management, LLC and offered by this prospectus are being offered by the selling stockholder, Tumim Stone Capital. The shares may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the ordinary shares offered by this prospectus could be effected in one or more of the following methods:

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Tumim Stone Capital is an "underwriter"

within the meaning of Section 2(a)(11) of the Securities Act, and any profits on the sales of shares of our Common Stock by Tumim Stone Capital and any discounts, commissions, or concessions received by Tumim Stone Capital are deemed to be underwriting discounts and commissions under the Securities Act. We will file a post-effective amendment to the registration statement of which this prospectus forms a part to identify the name of any permitted transferee of the Investor and such permitted transferee will be named an underwriter with respect to the shares offered by this prospectus.

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Exhibits 1 change

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Placement Agency Agreement, dated May 15, 2025, by and between Capstone Holding Corp. and Joseph Gunnar & Co., LLC 1.1 6/3/2025 3.1 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 3.4 2/6/2025 3.5 Form of Certificate of Designation of Series B Preferred Stock 3.5 2/6/2025 4.1 Form of Representative's Warrant 5.1 4.1 2/6/2025 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 5.1 6/3/2025 10.1 Form of Indemnification Agreement 10.1 2/6/2025 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- 4 Exhibit Number Incorporated by Reference Filed or Furnished Exhibit Description Form Exhibit Filing Date Herewith 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

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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- 5 Exhibit Number Incorporated by Reference Filed or Furnished Exhibit Description Form Exhibit Filing Date Herewith 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 10.30 2/6/2025 10.31 Form of Subscription Agreement for Purchase of Series B Preferred Stock 10.31 2/6/2025 10.32 Executive Employment Agreement by and between Capstone Holding Corp. and Matthew Lipman 10.32 2/6/2025 10.33 Form of Underwriting Agreement 1.1 2/6/2025 10.34 Form of Common Stock Purchase Agreement, 10-Q 10.1 5/15/2025 10.35 Form of Registration Rights Agreement 10-Q 10.2 5/15/2025 dated May 14, 2025, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC dated May 14, 2025, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC 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) 23.2 6/3/2025 Filing Fee Table II- 6 (b) Financial statement 6/3/2025 Schedules and exhibits to this agreement have been omitted.

A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

(b) Financial statement schedules.

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Undertakings 2 changes

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Pursuant to the requirements of the Securities Act of 1933,

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 June 3, 9, 2025.

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