Capstone Holding: securities offering

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ea0245084-s1a1_capstone.htm

AMENDMENT NO. 1 TO FORM S-1

ea0251368-s1_capstone.htm

REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on June August

Registration No. 333-287745 333-

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information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

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"us," "our"), consisting of (i) 215,054 shares to be issued as Commitment Shares (as defined herein) and (ii)

4,975,197 to be issued as Equity Line Securities (as defined herein), issuable pursuant to the common stock purchase agreement, dated

May 14, 2025 (the "Purchase Agreement").

5,190,251 4,081,672 Shares of Common Stock

This prospectus relates to the offer and resale

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 5,190,251 4,081,672 shares of common stock, par value $0.0005 per share (the "Common Stock"), of Capstone Holding Corp., a Delaware corporation (the "Company," "we,"

"we," "us," "our"), consisting of 4,081,672 shares issuable upon conversion of the convertible note, in the principal amount of $3,272,966 issued pursuant to the securities purchase agreement, dated July 29, 2025 (the "Purchase

Agreement"). The number of shares issuable upon conversion of the convertible note is based on a fixed conversion price of $1.72 per share.

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Shares of our Common Stock are listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "CAPS". On May 30, 2025, the closing sale price of our Common Stock was $1.82 per share.

Capital Market ("Nasdaq") under the symbol "CAPS". On July 28, 2025, the closing sale price of our Common Stock was $1.56 per share.

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Investing in our securities involves a high

high degree of risk. See "Risk Factors" beginning on page 8 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

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The Tumim Stone Capital Equity Financing

Selling Stockholders

The Convertible Note Financing

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Prospectus summary 31 changes

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Capstone's leadership team includes its Lead Independent Director, Charles "Chuck" Dana. Mr. Dana spent 19 years at Owens Corning, a leading building materials company. At Owens Corning, Mr. Dana held various positions including Controller, President Global Composites and then Group President Building Materials. In addition, from the Company's acquisition of Instone in April 2020 through December 31, 2024, Instone's revenues have increased from approximately $32.2 million to approximately $44.9 million.

Capstone's leadership team includes its Lead Independent Director, Charles "Chuck" Dana. Mr. Dana spent 19 years at Owens Corning, a leading building materials company. At Owens Corning, Mr. Dana held various positions including Controller, President Global Composites and then Group President Building Materials. In addition, from the Company's acquisition of Instone in April 2020 through December 31, 2024, Instone's revenues have increased from approximately $32.2 million to approximately $44.9 million. In February 2008, a Brookstone Partners affiliate invested $8.8 million in Woodcrafter's Home Products Holdings LLC. Brookstone's team worked with Woodcrafter's management to grow earnings and Brookstone completed the sale of all of its interests in Woodcrafter's for $32 million in December 2013. The ability to identify, acquire and integrate acquisition candidates is a critical skill set to augment the operating expertise that drives organic growth. The current operating company has successfully executed multiple acquisitions and integrations, laying a solid foundation for continued expansion.

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TotalStone, LLC is the Company's primary

operating subsidiary, engaged in distributing masonry stone products for residential and commercial construction across the Midwest and Northeast U.S. The Company acquired a controlling interest in TotalStone on April 1, 2020, and, upon completion of the public offering on March 7, 2025, now owns 100% of its equity interests.

TotalStone operated under a management agreement

with the Company for strategic and financial advisory services. On March 7, 2025, a restructuring was completed, under which all of TotalStone's outstanding Class B and Class C membership interests were exchanged for 3,782,641 shares of the Company's Common Stock. Following this exchange, the Company became the sole member of TotalStone. Effective April 1, 2025, the management agreement between TotalStone and the Company was terminated.

In connection with the restructuring, certain

TotalStone management warrants were cancelled, and TotalStone's special preferred interests were exchanged for debt obligations under the Company's credit agreement with Stream Finance, LLC. TotalStone continues to maintain a revolving credit facility with Berkshire Bank, which provides for up to $14 million in working capital financing.

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In March 2020, the Company entered into a

TotalStone, LLC is the Company's primary

transaction, which was effective April 1, 2020, whereby it obtained a 100% interest operating subsidiary, engaged in TotalStone, a materials distribution company that distributes distributing masonry stone products for residential and commercial construction in across the Midwest and Northeast United States, U.S, under the trade names Instone and Northeast Masonry Distributors (NMD), which has been the Company's primary business activity since 2020. The Company acquired a controlling interest in TotalStone on April 1, 2020, and, upon completion of the public offering on March 7, 2025, now owns 100% of its equity interests.

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a Delaware limited liability company, was formed on October 4, 2006. The Company TotalStone is engaged in the distribution of pre-cast specialty items and thin stone products and related accessories. All of its operations are performed in Illinois, Ohio and New Jersey. Its administrative functions are performed in Massachusetts and Illinois, with its corporate headquarters located in New Jersey. Instone TotalStone services the Northeast and Midwest regions, which comprise 31 states.

TotalStone LLC has a wholly owned subsidiary that

that is a single member Delaware limited liability company, Northeast Masonry Distributors, LLC ("NMD", f/k/a NEM Purchaser, LLC), that was formed on September 23, 2019. On November 14, 2019, NEM Purchaser, LLC completed the purchase of Northeast Masonry Distributors, LLC including all of the assets and assumed liabilities, receivables, fixed assets, and other assets. The aggregate purchase price was $6,029,342. Post acquisition, NEM Purchaser LLC changed its name to Northeast Masonry Distributors, LLC. Prior to the acquisition, NMD was engaged in light fabrication and distribution of natural stone products with operations in Plainville, Massachusetts. All of its manufacturing and distribution operations are performed in Massachusetts. Administrative functions are performed in Massachusetts and New Jersey. NMD services the Northeast and Midwest regions, which comprise 31 states.

TotalStone operated under a management

agreement with the Company for strategic and financial advisory services. On March 7, 2025, a restructuring was completed, under which all of TotalStone's outstanding Class B and Class C membership interests were exchanged for 3,782,641 shares of the Company's Common Stock. Following this exchange, the Company became the sole member of TotalStone. Effective April 1, 2025, the management agreement between TotalStone and the Company was terminated.

In connection with the restructuring, certain TotalStone management warrants were cancelled, and TotalStone's special preferred interests were exchanged for debt obligations under the Company's credit agreement with Stream Finance, LLC. TotalStone continues to maintain a revolving credit facility with Berkshire Bank, which provides for up to $14 million in working capital financing.

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By adopting the Benefit Plan, the Board is seeking

to protect the Company's ability to use its net operating losses and other tax attributes (collectively, "Tax Benefits").

The Company views its Tax Benefits as highly valuable assets that are likely to inure to the benefit of the Company and its shareholders.

By adopting the Benefit Plan, the Board is seeking to protect the Company's ability to use its net operating losses and other tax attributes (collectively, "Tax Benefits"). The Company views its Tax Benefits as highly valuable assets that are likely to inure to the benefit of the Company and its shareholders. The Board believes that it is in the best interests of the Company and its shareholders that the Company provide for the protection of these assets. The final expiration date of the Benefit Plan is April 1, 2027. The Benefit Plan was cancelled per the Master Exchange and Other Transaction Agreement executed on March 3, 2025.

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a Smaller Reporting Company

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as defined in Section 2(a)(19) of the Securities Act of 1933, as amended (the "Securities Act"), as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to: (1) presenting only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced "Management's Discussion and Analysis of Financial Condition and Results of Operations" disclosure in this prospectus; (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"); (3) having reduced disclosure obligations regarding executive compensation; (4) being exempt from the requirements to hold a non-binding advisory vote on executive compensation or to seek stockholder approval of any golden parachute payments not previously approved; and (5) not being required to adopt certain accounting standards applicable to public companies until those standards would otherwise apply to private companies.

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We could remain an emerging growth company until

until the earliest to occur of: (1) the end of the fiscal year following the fifth anniversary of this offering; (2) the first fiscal year after our annual gross revenues are $1.235 billion or more; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have taken advantage of reduced disclosure regarding executive compensation arrangements and the presentation of certain historical financial information in this prospectus, and we may choose to take advantage of some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide to our stockholders may be different from what you might get from other public companies in which you hold stock.

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Up to 5,190,251 shares of our Common Stock, consisting of (i) 215,054 shares to be issued as Commitment Shares and (ii) 4,975,197 shares to be issued as Equity Line Securities, issuable pursuant to the Purchase Agreement.

Securities Common Stock offered by the selling stockholder

Up to 4,081,672 shares of our Common Stock, assuming the issuance of 4,081,672 shares issuable upon the conversion of the senior secured convertible note issued pursuant to the Purchase Agreement.

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5,190,251 5,468,705 shares of Common Stock.

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10,380,502 9,550,377 shares of Common Stock.

We will not receive any of the proceeds from the resale by the selling stockholder of the securities. We may receive up to $20.0 million in aggregate gross proceeds from sales shares of our Common Stock that we may elect to make to the selling stockholder pursuant to the Purchase Agreement from time to time in our sole discretion, from and after the initial satisfaction of all issuable upon conversion of the conditions set forth in the Purchase Agreement. senior secured convertible note. We may use the proceeds from sales of our Common Stock the Convertible Notes (as defined herein) to the selling stockholder for working capital and general corporate purposes. See section entitled " Use of Proceeds ".

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Risk factors 43 changes

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It is not possible to predict the actual

number of shares we will sell under the Purchase Agreement, or the actual gross proceeds resulting from those sales. We may not have access to the full amount available under the Purchase Agreement with the selling stockholder.

On May 14, 2025, we entered into the Purchase

Agreement with the selling stockholder, pursuant to which the selling stockholder committed to purchase up to $20.0 million in shares of our Common Stock, subject to certain limitations and conditions set forth in the Purchase Agreement.

The issuance of our common stock to the

selling stockholder may cause dilution and the sale of the shares of common stock acquired by the selling stockholder, or the perception that such sales may occur, could cause the price of our common stock to decrease.

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under the Purchase Agreement may be sold by us to the selling stockholder at our discretion from time to time over an approximately 24-month period commencing on the effective date of the registration statement of which this prospectus forms a part, provided that one or more registration statements covering the resale of shares of Common Stock that have been and may be issued under the Purchase Agreement is declared effective by the SEC, a final prospectus in connection therewith is filed, and the other conditions set forth in the Purchase Agreement are satisfied. We generally have the right to control the timing and amount of any sales of our shares of our Common Stock to the selling stockholder under the Purchase Agreement. Sales of our Common Stock to the selling stockholder under the Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the selling stockholder all or a portion of the shares of our Common Stock that may be available pursuant to the Purchase Agreement, or decide to terminate the Purchase Agreement and not sell to the selling stockholder any shares of our Common Stock that may be available for us to sell to the selling stockholder thereunder.

Because the purchase price per share to be paid

by the selling stockholder for the shares of our Common Stock that we may elect to sell to the selling stockholder under the Purchase Agreement will fluctuate based on the market prices of our Common Stock during the applicable Purchase Valuation Period for each purchase, it is not possible for us to predict, as of the date of this prospectus, the number of shares of our Common Stock that we will sell to the selling stockholder under the Purchase Agreement, the purchase price per share that the selling stockholder will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by the selling stockholder under the Purchase Agreement.

Although the Purchase Agreement provide that we may sell up to an aggregate of $20.0 million of our Common Stock to the selling stockholder, only 5,190,251 shares of our Common Stock are being registered for resale by the selling stockholder under the registration statement of which this prospectus forms a part, which represents the Commitment Shares and 4,975,197 shares of our Common Stock that may be issued to the selling stockholder under the Purchase Agreement.

If we elect to sell to the selling stockholder all of the 4,975,197 shares, which reflects the number of shares registered hereunder excluding the Commitment Shares, in the registration statement of which this prospectus forms a part, the actual gross proceeds from the sale of all such shares may be substantially less than the $20.0 million total commitment originally available to us under the Purchase Agreement, which could materially adversely affect our liquidity.

If it becomes necessary for us to issue and sell to the selling stockholder under the Purchase Agreement more than the 4,975,197 shares, which reflects the number of shares registered hereunder excluding the Commitment Shares, being registered for resale under the registration statement of which this prospectus forms a part in order to receive aggregate gross proceeds equal to the total commitment of an aggregate of $20.0 million under the Purchase Agreement, we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the selling stockholder of any such additional shares of our Common Stock we wish to sell from time to time under the Purchase Agreement, which the SEC must declare effective. We will need to obtain stockholder approval to issue shares of our Common Stock in excess of the Exchange Cap under the Purchase Agreement in accordance with the Nasdaq listing rules, unless the average per share purchase price paid by the selling stockholder for all shares of our Common Stock sold under the Purchase Agreement equals or exceeds $1.77, in which case, under the Nasdaq listing rules, the Exchange Cap limitation will not apply to issuances and sales of our Common Stock under the Purchase Agreement. In addition, the selling stockholder will not be required to purchase any shares of our Common Stock if such sale would result in the selling stockholder's beneficial ownership exceeding 4.99% of the then outstanding shares of our Common Stock, subject to adjustment.

Any issuance and sale by us under the Purchase

Agreement of a substantial amount of shares of our Common Stock in addition to the 5,190,251 shares being registered for resale by the selling stockholder under the registration statement of which this prospectus forms a part could cause additional substantial dilution to our stockholders. The number of shares of our Common Stock ultimately offered for resale by the selling stockholder is dependent upon the number of shares of our Common Stock we ultimately sell to the selling stockholder under the Purchase Agreement.

Our inability to access a portion or the full

amount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business. The extent to which we rely on the selling stockholder as a source of funding will depend on a number of factors including the prevailing market price of our Common Stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from the selling stockholder were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order to satisfy our working capital needs. Even if we were to receive all $20.0 million in gross proceeds under the Purchase Agreement, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could have a material adverse effect on our business, operating results, financial condition and prospects.

Investors who buy shares at different times

will likely pay different prices.

Pursuant to the Purchase Agreement, we will

have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to the selling stockholder. If and when we do elect to sell shares of our Common Stock to the selling stockholder under the Purchase Agreement, after the selling stockholder has acquired such shares, the selling stockholder may resell all or a portion of such shares at any time or from time to time in its discretion and at different prices. As a result, investors who purchase shares from the selling stockholder at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results. Investors may experience a decline in the value of the shares they purchase from the selling stockholder as a result of future sales made by us to the selling stockholder at prices lower than the prices such investors paid for their shares.

We may require additional financing to sustain

our operations and without it we will not be able to continue operations.

Subject to the terms and conditions of the Purchase Agreement, as applicable, we may, at our discretion, direct the selling stockholder to purchase up to an aggregate of up to $20.0 million of our Common Stock under the Purchase Agreement from time to time over an approximately 24-month period beginning on the effective date of the registration statement of which this prospectus forms a part, provided that one or more registration statements covering the resale of shares of common stock that have been and may be issued under the Purchase Agreement are declared effective by the SEC, a final prospectus in connection therewith is filed, and the other conditions set forth in the Purchase Agreement are satisfied.

Although the Purchase Agreement provides that we may sell up to an aggregate of $20.0 million of our Common Stock to the selling stockholder, only 4,975,197 shares of our Common Stock that we may elect to sell to the selling stockholder m are being registered on the registration statement of which this prospectus forms a part. The purchase price per share for the shares of our Common Stock that we may elect to sell to the selling stockholder under the Purchase Agreement will fluctuate based on the market prices of our Common Stock during the applicable Purchase Valuation Period for each purchase made pursuant to the Purchase Agreement. Accordingly, it is not currently possible to predict the number of shares that will be sold to the selling stockholder, the actual purchase price per share to be paid by the selling stockholder for those shares, the actual gross proceeds to be raised in connection with those sales, and whether or not we will need to register additional shares for resale by the selling stockholder.

as a source of funding will depend on a number of factors, including the prevailing market price of our Common Stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from the selling stockholder were to prove unavailable or prohibitively dilutive, we may need to secure another source of funding in order to satisfy our working capital needs.

pursuant to conversions of the Convertible Note and the sale of such shares may cause the trading price of our common stock to decrease.

Further, we are not restricted from issuing additional

securities in the future, including our common stock, securities that are convertible into or exchangeable for, or that represent the right to receive, our common stock or substantially similar securities. To the extent that we raise additional funds through the sale of equity or convertible debt securities, the issuance of such securities will result in dilution to our stockholders.

We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.

We may receive an additional $7 million gross

proceeds from the issuances of further Convertible Notes in the aggregate principal amount of $7,636,919 pursuant to the Purchase Agreement.

The extent to which we rely on the selling stockholder

as a source of funding will depend on a number of factors, including the prevailing market price of our common stock and the extent to which we are able to secure financing from other sources. If obtaining sufficient financing from the selling stockholder were to prove unavailable or prohibitively dilutive, we may need to secure another source of funding in order to satisfy our financing needs. Even if we issue further Convertible Notes equal to $7,636,919 (for gross proceeds of $7 million) pursuant to the Purchase Agreement to the selling stockholder, we may still need additional capital to finance our future working capital needs, and we may have to raise funds through the issuance of equity or debt securities. Depending on the type and the terms of any financing we pursue, stockholders' rights and the value of their investment in our common stock could be reduced. A financing could involve one or more types of securities including common stock, preferred stock, convertible debt or warrants to acquire common stock. These securities could be issued at or below the then prevailing market price for our common stock. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on these debt securities would increase costs and negatively impact operating results. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted.

Should the financing we require to sustain our

Even if we were to sell to the selling stockholder all of the shares of our Common Stock available for sale to the selling stockholder under the Purchase Agreement, we will still need additional capital to fully implement our business plan. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences would have could be a material adverse effect on our business, operating results, financial condition and prospects.

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sales of shares issuance of Common Stock under Convertible Notes pursuant to the Purchase Agreement for the repayment of outstanding indebtedness and for general corporate purposes, including working capital. Our management will have broad discretion in the application of such proceeds, including for any of the purposes described in "Use of Proceeds," and we could spend the proceeds from the sale of shares any issuances of Common Stock under further Convertible Notes pursuant to the Purchase Agreement, if any, in ways our stockholders may not agree with or that do not yield a favorable return, or for corporate purposes that may not improve our financial condition or advance our business objectives. You will not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used in a manner agreeable to you. You will be relying on the judgment of our management concerning these uses and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our Common Stock to decline.

The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our Common Stock to decline.

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The selling stockholder is not restricted as to

the selling stockholder is not restricted as to the prices at which it may sell or otherwise dispose of the shares covered by this prospectus. Sales or other dispositions of the shares below the then-current market prices could adversely affect the market price of our Common Stock.

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Future sales and issuances of our common

stock under the Purchase Agreement or otherwise, or future sales of other securities, might result in significant dilution and could cause the price of our common stock to decline.

To raise capital, we may sell our Common Stock,

convertible securities or other equity securities in one or more transactions other than those contemplated by the Purchase Agreement, at prices and in a manner we determine from time to time. We may sell shares or other securities in any other offering at a price per share that is less than the price per share paid by the selling stockholder, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock, or securities convertible or exchangeable into our Common Stock, in future transactions may be higher or lower than the price per share paid by the selling stockholder. Any sales of additional shares will dilute our stockholders. Sales of a substantial number of shares of our Common Stock in the public market or the perception that these sales might occur could depress the market price of our Common Stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that sales may have on the prevailing market price of our Common Stock. In addition, the sale of substantial amounts of our Common Stock could adversely impact its price.

Use of proceeds 8 changes

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gross proceeds from sales of our Common Stock that we may elect to make to the selling stockholder pursuant to the Purchase Agreement from time to time in our sole discretion, from and after the initial satisfaction of all of the conditions set forth in the Purchase Agreement.

We may use the proceeds from sales of our Common Stock to the selling stockholder for working capital and general corporate purposes.

On July 29, 2025, the Company entered into the

Purchase Agreement with 3i, LP (the "selling stockholder," or the "Purchaser"), pursuant to which the Company issued to the Purchaser senior secured convertible notes, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a "Convertible Note"), the first Convertible Note to be issued shall be in the original principal amount of approximately $3,272,966 (the "Convertible Note Financing").

We may receive up to $20.0 $10 million in aggregate

gross proceeds from sales of the Convertible Notes to the selling stockholder pursuant to the Purchase Agreement, from time to time, if the selling stockholder agrees to purchase and the Company agrees to issue and sell such Convertible Notes, subject to the conditions set forth in the Purchase Agreement. We may use the proceeds from sales of our Convertible Notes to the selling stockholder for acquisition costs and fees, and costs and fees associated with this sale of the Securities, with any remaining proceeds to be available for other working capital and general corporate purposes.

Our expected use of proceeds from sales of our the

Common Stock that we may elect to make to the selling stockholder Convertible Notes pursuant to the Equity Line Purchase Agreement if any, represents our intentions based on our present plans and business conditions, which could change as our plans and business conditions evolve. The amounts and timing of our actual expenditures will depend on numerous factors, including cash flows from operations, the extent and results of our research and development efforts, the anticipated growth of our business, and other factors. We may find it necessary or advisable to use such proceeds for other purposes, and, except as set forth above, we will have broad discretion in the application of such proceeds.

Forward-looking statements 7 changes

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● our need for, and our ability to raise, additional equity or debt financing on acceptable terms, if at all;

● our need to take additional cost reduction measures, cease operations or sell our operating assets, if we are unable to obtain sufficient additional financing;

● our belief that we have sufficient liquidity to finance normal operations;

● the options we may pursue in light of our financial condition;

● the amount of cash necessary to operate our business;

● general economic conditions;

● the anticipated future financial performance and business operations of our company; and ● our ability to retain our core group of personnel.

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Dilution 7 changes

pursuant to the Purchase Agreement will have a dilutive impact on our stockholders. In addition, the lower our stock price is at the time we exercise our right to sell shares to the selling stockholder, the more shares of our Common Stock we will have to issue to the selling stockholder pursuant to the Purchase Agreement, as a result of which our existing stockholders would experience greater dilution.

The sale issuance of our Common Stock to the selling stockholder

stockholder pursuant to the conversions of the Convertible Note will have a dilutive impact on our stockholders.

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After giving effect to the issuance of 5,190,251 shares 4,081,672

shares of our Common Stock to the selling stockholder pursuant to upon the Purchase Agreement at an assumed sale price of $1.82 per share conversion of our Common Stock, which is the closing price convertible note, in the principal amount of our Common Stock on Nasdaq on May 30, 2025, $3,272,966 issued pursuant to the Purchase Agreement, and after deducting estimated offering expenses payable by us, our as-adjusted net tangible book value (deficit) as of March 31, 2025 would have been approximately $(7,083,792), $(4,280,760), or $(0.68) $(0.46) per share. This represents an immediate increase in net tangible book value of $0.66 $0.88 per share to existing stockholders and an immediate dilution of $(2.50) $1.20 per share to new investors.

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Assumed offering price per share of Common Stock

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Increase/Decrease Increase in net tangible book deficit value per share attributable to the effects to this offering $ 0.66 As adjusted 0.88 As-adjusted net tangible book deficit value per share after giving effect to this offering $ (0.68 (0.46 ) Dilution in net tangible book deficit value per share to new investors $ (2.50 (1.20 ) The calculations above are based on 5,190,251 shares of our Common Stock outstanding as of March 31, 2025.

Incorporation of Certain Information by Reference 6 changes

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Our Current Reports on

Form 8-K filed with the SEC on March

11, 2025 , April, 1,

2025 , June 27, 2025 ,

June 30, 2025 , and August 4, 2025 ; and

Our Current Report on Form 8-K filed with the SEC on March 11, 2025; and ● The description of our Common Stock contained in our registration statement on Form 8-A12B filed with the SEC on February 14, 2025.

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Where You Can Find More Information 1 change

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5,190,251 4,081,672 Shares of Common Stock

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Other Expenses of Issuance and 3 changes

All amounts other than the SEC registration fees are estimates.

The following table sets forth the costs and expenses,

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, to be paid by the Registrant in connection with the issuance and distribution of the Common Stock being registered. All amounts other than the SEC registration fees are estimates.

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Indemnification of Directors 15 changes

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(d) Any indemnification under subsections (a) and (b) of

(e) Expenses (including attorneys' fees) incurred by an

(h) For purposes of this Section, references to "the corporation"

(i) For purposes of this Section, references to "other enterprises"

(a) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

(b) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.

indemnification under subsections (a) and (b) of this Section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section. Such determination shall be made with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of directors who are not parties to such action, suit or proceeding, even though less than a quorum, (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion or (4) by the stockholders.

(including attorneys' fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person, who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under this Section.

purposes of this Section, references to "the corporation" shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Section with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued.

purposes of this Section, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the corporation" shall include any service as a director, officer, employee or agent of the corporation, which imposes duties on, or involves services by, such director, officer, employee, or agent of the corporation, which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section.

and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the corporation" as referred to in this Section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

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Recent Sales of Unregistered 2 changes

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On June 15, 2022, Brookstone converted $1.9 million

of accrued interest and secured debt into 78,333 shares of the Company's Common Stock ($24.75 per share conversion price).

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Exhibits 7 changes

We have filed the exhibits listed on the accompanying

We have filed herewith, or, as noted, incorporated

by reference herein, the exhibits listed on the accompanying Exhibit Index of this registration statement and below in this Item 16:

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 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 4.2 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 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- 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 Common Stock Purchase Agreement, dated May 14, 2025, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC 10.34 6/9/2025 10.35 Registration Rights Agreement, dated May 14, 2025, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC 10.35 6/9/2025 10.36 Securities Purchase Agreement, dated July 29, 2025, by and between Capstone Holding Corp. and 3i, LP 8-K 10.1 8/4/2025 10.37 Senior Secured Convertible Note, dated July 29, 2025, issued by Capstone Holding Corp. to 3i, LP 8-K 10.2 8/4/2025 10.38 Registration Rights Agreement, dated July 29, 2025, by and between Capstone Holding Corp. and 3i, LP 8-K 10.3 8/4/2025 10.39 Security Agreement, dated July 29, 2025, by and between Capstone Holding Corp. and 3i, LP 8-K 10.4 8/4/2025 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 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.

All schedules have been omitted because either

they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.

Undertakings 21 changes

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(2) That for the purpose of determining any liability under the

(1) To file, during any period in which offers, or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

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(7) Insofar as indemnification for liabilities arising under the

(ii) That for the purpose of determining any liability under the

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(8) The undersigned Registrant hereby undertakes:

(i) That for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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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 9, August 4, 2025.

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