Capstone Holding: securities offering

Cover page 14 changes

ea0251368-s1_capstone.htm ea0262082-s1_capstone.htm

1 unchanged paragraph

As filed with the Securities and Exchange Commission on August October

47 unchanged paragraphs

The registrant hereby amends this Registration

Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the

Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange

Commission, acting pursuant to Section 8(a), may determine.

This registration statement shall hereafter become effective in accordance with the provisions of section 8(a) of the Securities Act of 1933.

4 unchanged paragraphs

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

4,081,672 4,306,664 Shares of Common Stock

This prospectus relates to the offer and resale

resale from time to time by the selling stockholder identified in this prospectus of up to an aggregate of 4,081,672 4,306,664 shares of common stock, par value $0.0005 per share (the "Common Stock"), of Capstone Holding Corp., a Delaware corporation (the "Company,"

"Company," "we," "us," "our"), consisting of 4,081,672 4,306,664 shares issuable upon conversion of the convertible note, in the principal amount of $3,272,966 $3,545,712.42 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 $1.10 per share.

9 unchanged paragraphs

Shares of our Common Stock are listed on the Nasdaq

Shares of our Common Stock are listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "CAPS". On July 28, October 22, 2025, the closing sale price of our Common Stock was $1.56 $1.14 per share.

29 unchanged paragraphs

Prospectus summary 29 changes

11 unchanged paragraphs

by Brookstone Partners, a private equity group with 25 years of deep expertise in building products investment. Brookstone Partners is controlled by Matthew Lipman, our chief executive officer and a member of our board of directors, and Michael Toporek, the chairman of our board. The Capstone leadership team includes seasoned operating executives and building products acquisition and investment professionals.

Deep Team . Capstone is controlled

controlled by Brookstone Partners, a private equity group with 25 years of deep expertise in building products investment. Brookstone Partners is controlled by Matthew Lipman, our chief executive officer and a member of our board of directors, and Michael Toporek, the chairman of our board. The Capstone leadership team includes seasoned operating executives and building products acquisition and investment professionals. 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.

10 unchanged paragraphs

Strategic Positioning. We

believe we are strategically well-positioned to take advantage of the current market opportunities because of:

The "Annual total shareholder returns

returns for building products companies" chart and quotes from the Bain Report are used with permission from Bain & Company. The Bain Report was not commissioned by the Company. The Company does not currently and has not in the past had a direct or indirect business relationship with Bain & Company. The Bain Report is publicly available via the Insight - Featured Topics portion of Bain & Company's website.

The Bain Report was not commissioned by the Company. The Company does not currently and has not in the past had a direct or indirect business relationship with Bain & Company. The Bain Report is publicly available via the Insight - Featured Topics portion of Bain believe we are strategically well-positioned to take advantage of the current market opportunities because of:

24 unchanged paragraphs

On March 7, 2025, the Company closed its follow-on

Our Public Offering and Uplisting on Nasdaq Capital Market

On March 7, 2025, the Company closed its follow-on public offering (the "Public Offering") of 1,250,000 shares of Common Stock. On March 6, 2025, the Company's Common Stock began trading on the Nasdaq Capital Market under the symbol "CAPS".

14 unchanged paragraphs

TotalStone operated under a management agreement

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.

1 unchanged paragraph

Acquisition of Carolina Stone Holdings

On August 15, 2025, the Company entered

into a membership interest purchase agreement (the "D22L Purchase Agreement") with D22L, Inc., a North Carolina corporation (the "Seller Entity"), David Clary, and Stuart Powell (together with David Clary and the Seller Entity, the "Seller"), to purchase from the Seller Entity all of the issued and outstanding membership interests (the "Holdings Membership Interests") in Carolina Stone Holdings, LLC, a Delaware limited liability company ("Carolina Stone Holdings"), which owns all of the issued and outstanding membership interests of Carolina Stone Distributors, LLC, a Delaware limited liability company (together with the Carolina Stone Holdings, the "Carolina Stone Companies"). The aggregate purchase price for the Holding Membership Interests is (i) $2,625,000 in cash, subject to adjustment set forth in Section 2.6 of the D22L Purchase Agreement, plus (ii) a seller note in the original principal amount of $1,250,000, plus (iii) the amount payable pursuant to the terms of the earn-out agreement (the "Acquisition").

The Carolina Stone Companies operate showrooms, warehouses and staging yards to sell and distribute stone products and the installation of stonework in residential and commercial properties. The Acquisition closed on August 22, 2025.

Notes Exchange and Creation of Series Z 8%

Non-Convertible Preferred Stock

On September 30, 2025, the Company entered into

an exchange agreement with BP Peptides, LLC and Brookstone Partners Acquisition XXI Corporation (together, the "Brookstone entities"), entities controlled by Matthew Lipman, the Chief Executive Officer of the Company and Michael Toporek, the Chairman of the board of directors.

Pursuant to the Exchange Agreement, the Brookstone entities exchanged notes with an aggregate principal and interest amount of approximately $1.94 million for 642,276 and 825,067 shares, respectively, of the Company's newly created Series Z 8% Non-Convertible Preferred Stock. The exchange was based on the Nasdaq Official Closing Price of the Company's Common Stock of $1.32 per share on the day prior to the transaction.

On September 30, 2025, following Board approval,

the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series Z 8% Non-Convertible Preferred Stock (the "Certificate of Designation") with the Secretary of State of the State of Delaware with up to three million five hundred thousand (3,500,000) Series Z Preferred shares being authorized for issuance.

Pursuant to the Certificate of Designation, the

Series Z Preferred shares are not convertible into shares of Common Stock, has voting rights of one vote per shares and will vote together as a single class with the Common Stock shareholders. Each share of Series Z Preferred will accrue cumulative dividends at a rate of eight percent (8%) per annum based on the $1.32 stated value per share of the Series Z Preferred, accruing daily and payable, at the sole option of the Board, either in cash or payment-in-kind via the issuance of further shares of Series Z Preferred. The Series Z Preferred shares are redeemable upon the earlier of the seven year anniversary of the issuance of the shares or the occurrence of a fundamental transaction (as defined in the Certificate of Designation).

37 unchanged paragraphs

Up to 4,081,672 4,306,664 shares of our Common Stock, assuming the issuance of 4,081,672 4,306,664 shares issuable upon the conversion of the senior secured convertible note issued pursuant to the Purchase Agreement.

1 unchanged paragraph

5,468,705 7,906,205 shares of Common Stock.

1 unchanged paragraph

9,550,377 12,212,869 shares of Common Stock.

5 unchanged paragraphs

Risk factors 11 changes

5 unchanged paragraphs

The shares of our Common Stock that may be issued issuable upon conversions

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

2 unchanged paragraphs

We may require additional financing to sustain

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 $3,750,000 gross

proceeds from the issuances of further Convertible Notes in the aggregate principal amount of $7,636,919 $4,091,207 pursuant to the Purchase Agreement.

1 unchanged paragraph

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 $4,091,207 (for gross proceeds of $7 million) $3,750,000) 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.

4 unchanged paragraphs

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.

We currently intend to use the proceeds from any

any issuance of Convertible Notes pursuant to the Purchase Agreement for general corporate purposes, including working capital.

issuance of Convertible Notes pursuant to the Purchase Agreement 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 any issuances of 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.

10 unchanged paragraphs

Use of proceeds 1 change

3 unchanged paragraphs

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 was issued shall be in the original principal amount of approximately $3,272,966, and the second Convertible Note was issued in the original principal amount of approximately $ $3,545,712.42 (the "Convertible Note Financing").

4 unchanged paragraphs

Forward-looking statements 7 changes

2 unchanged paragraphs

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.

3 unchanged paragraphs

Dilution 7 changes

The issuance of shares of our Common Stock to the selling

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

1 unchanged paragraph

assets less total liabilities divided by the number of shares of Common Stock outstanding on March 31, June 30, 2025. As of March 31, June 30, 2025, we had a historical net tangible book value (deficit) of $(6,952,292), $(7,435,772), or $(1.34) $(1.38) per share of Common Stock.

After giving effect to the issuance of 4,081,672 4,306,664 shares of our Common

shares of our Common Stock to the selling stockholder upon the assumed conversion of the convertible note, in the principal amount of $3,272,966 $3,545,712 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, June 30, 2025 would have been approximately $(4,280,760), $(7,435,772), or $(0.46) $(0.77) per share. This represents an immediate increase in net tangible book value of $0.88 $0.61 per share to existing stockholders and an immediate dilution of $1.20 $1.52 per share to new investors.

1 unchanged paragraph

Net tangible book deficit value per share as of March 31, June 30, 2025

Increase in net tangible book deficit value per share attributable to the effects to this offering $ 0.88 0.61 As-adjusted net tangible book deficit value per share after giving effect to this offering $ (0.46 (0.77 ) Dilution in net tangible book deficit value per share to new investors $ (1.20 (1.52 ) The calculations above are based on 5,190,251 5,406,305 shares of our Common Stock outstanding as of March 31, June 30, 2025.

The Convertible Note Financing 4 changes

1 unchanged paragraph

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 was issued shall be in the original principal amount of approximately $3,272,966, and the second Convertible Note was issued in the original principal amount of approximately $3,545,712.42 (the "Convertible Note Financing"). The shares issuable upon exercise of the first Convertible Note were registered under a registration statement on Form S-1, File No. 333-289222, which was declared effective on August 11, 2025. The number of shares registered for resale hereunder equals two hundred percent (200%) of the maximum number of shares issuable upon conversion of the second Convertible Note's principal amount of $3,272,966 $3,545,712.42 and accrued interest of $229,108, $248,199.87, based on a fixed conversion price of $1.72 $1.10 per share. The Company received gross proceeds of $3 million, $3,250,000, prior to the deduction of transaction related expenses, from the initial closing.

3 unchanged paragraphs

the Company may not issue to the Purchaser more than 1,093,195 shares of its Common Stock (the "Exchange Cap") under the Purchase Agreement, which number of shares is equal to 19.99% of the shares of the Company's Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement, unless the Company obtains stockholder approval to issue shares of its Common Stock in excess of such limit in accordance with applicable rules of Nasdaq. The stockholder approval was obtained on July 26, 2025.

4 unchanged paragraphs

Pursuant to the Registration Rights Agreement,

the Company agreed to file a resale registration statement covering the resale of the Registrable Securities (as defined in the Registration Rights Agreement) with the SEC by August 28, 2025 (the "Filing Deadline"), and to use commercially reasonable efforts to cause such resale registration statement to be declared effective by the SEC as soon as reasonably practicable following the filing thereof, no later than (i) with respect to the initial registration statement, September 27, 2025; (ii) with respect to an additional registration statement, the forty-fifth (45th) calendar day after the day on which such additional registration statement required to be filed by the Company is initially filed with the SEC; and (iii) with respect to any other subsequent registration statements that may be required to be filed by the Company pursuant to this Agreement, the earlier of the (A) sixtieth (60th) calendar day following the date on which such other subsequent registration statement was initially filed by the Company (or the ninetieth (90th) calendar day following the filing thereof if the SEC notifies the Company that the SEC shall "review" such subsequent registration statement), and (B) the fifth (5th) Business Day after the date on which the Company is notified by the SEC that such subsequent registration statement shall not be reviewed or shall not be subject to further review.

2 unchanged paragraphs

Selling Stockholder 13 changes

This prospectus relates to the possible resale

the possible resale from time to time by the selling stockholder, 3i, LP, or 3i, of any or all of the shares of Common Stock that may be issued by us to 3i under the Purchase Agreement. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled " The Convertible Note Financing " above. We are registering the shares of Common Stock pursuant to the provisions of the Registration Rights Agreement we entered into with 3i on July 29, 2025, in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement, 3i has not had any material relationship with us within the past three years. As used in this prospectus, the term "selling stockholder" means 3i, LP.

The table below presents information regarding

regarding the selling stockholder and the shares of Common Stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of July 31, October 22, 2025. The number of shares in the column "Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus" represents all of the shares of Common Stock that the selling stockholder may offer under this prospectus. The selling stockholder may sell some, all or none of its shares in this offering.

We do not know how long the selling stockholder

selling stockholder will hold the shares before selling them, and we are not currently aware of any existing agreements, arrangements or understandings between the selling stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus by the selling stockholder.

Beneficial ownership is determined in accordance

in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of Common Stock with respect to which the selling stockholder has voting and investment power. The percentage of shares of Common Stock beneficially owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of 5,468,705 7,906,205 shares of our Common Stock outstanding on July 29, October 22, 2025. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.

The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.

5 unchanged paragraphs

(2) Applicable percentage ownership is based on 5,468,705 shares of our common stock outstanding as of July 29, 2025.

(4) The business address of 3i, LP is 2 Wooster Street, 2nd Floor,

(3) Assumes the sale of all shares being offered pursuant to this prospectus, although the selling stockholder is under no obligation to sell any of such shares.

The business address of 3i, LP is 2 Wooster Street, 2nd Floor, New York, New York 10013. 3i'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, and has sole voting control and investment discretion over securities beneficially owned directly by 3i, LP and indirectly by 3i Management, LLC. We have been advised that none of Mr. Tarlow, 3i Management, LLC or 3i, LP is a member of the Financial Industry Regulatory Authority, or 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 3i, LP and indirectly by 3i Management, LLC.

Plan of distribution 32 changes

The shares of Common Stock offered by this prospectus

offered by this prospectus are being offered by the selling stockholder, 3i, LP, or 3i. 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:

The sale of the ordinary shares offered by this prospectus could be effected in one or more of the following methods:

● ordinary brokers' transactions;

● transactions involving cross or block trades;

● through brokers, dealers, or underwriters who may act solely as agents;

● "at the market" into an existing market for the ordinary shares;

● in other ways not involving market makers or established business markets, including direct sales to purchasers or sales effected through agents;

● in privately negotiated transactions; or

● any combination of the foregoing.

2 unchanged paragraphs

3i has informed us that it intends to use one

intends to use one or more registered broker-dealers to effectuate all sales, if any, of our Common Stock that it has acquired and may in the future acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. 3i has informed us that each such broker-dealer will receive commissions from 3i that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating

or agents participating in the distribution of the shares of our Common Stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the selling stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our Common Stock sold by the selling stockholder may be less than or in excess of customary commissions. Neither we nor the selling stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our Common Stock sold by the selling stockholder.

We know of no existing arrangements between the

between the selling stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus.

2 unchanged paragraphs

offering were approximately $328,489.

We will pay the expenses incident to the registration

incident to the registration under the Securities Act of the offer and sale of the shares of our Common Stock covered by this prospectus by the selling stockholder. We also have agreed to reimburse 3i up to $75,000 for the fees and disbursements of its counsel in connection with the offering, payable upon execution of the Purchase Agreement.

We also have agreed to reimburse 3i up to $25,000 for the fees and disbursements of its counsel in connection with the offering, payable upon execution of the Purchase Agreement.

We also have agreed to indemnify 3i and certain

3i and certain other persons against certain liabilities in connection with the offering of shares of our Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. 3i has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by 3i specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

3i has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by 3i specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

The total expenses for the offering were approximately $308,116.

3i has represented to us that at no time prior

at no time prior to the date of the Purchase Agreement has 3i or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. 3i has agreed that during the term of the Purchase Agreement, neither 3i, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised the selling stockholder that it

stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that

on the date that all shares of our Common Stock offered by this prospectus have been sold by the selling stockholder.

Our Common Stock is currently listed on The Nasdaq

listed on The Nasdaq Capital Market under the symbol "CAPS."

Incorporation of Certain Information by Reference 12 changes

2 unchanged paragraphs

Annual Report on Form

Our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 31, 2025;

the SEC on March 31, 2025;

Our Quarterly Report Reports on Form 10-Q for the period ended March 31, 2025 and June 30, 2025 filed with the SEC on May 15, 2025; respectively;

3 unchanged paragraphs

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

2025 , June 27, 2025 , June

30, 2025 , August 4,

2025 , August 15, 2025 , August

18, 2025 , October 6,

2025 , and October 23, 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.

Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have "furnished" to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.

9 unchanged paragraphs

Where You Can Find More Information 1 change

6 unchanged paragraphs

4,081,672 4,306,664 Shares of Common Stock

2 unchanged paragraphs

Indemnification of Directors 11 changes

2 unchanged paragraphs

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.

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.

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.

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.

Any 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.

Expenses (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.

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.

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.

For 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.

For 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.

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.

2 unchanged paragraphs

Recent Sales of Unregistered 3 changes

6 unchanged paragraphs

Class B and Class C membership interests were exchanged for 3,782,641 shares of the Company's Common Stock.

On September 30, 2025, the Company entered into

an exchange agreement (the "Exchange Agreement") with BP Peptides, LLC and Brookstone Partners Acquisition XXI Corporation (together, the "Brookstone entities"), entities controlled by Matthew Lipman, the Chief Executive Officer of the Company and Michael Toporek, the Chairman of the Board of Directors. Pursuant to the Exchange Agreement, the Brookstone entities exchanged notes with an aggregate principal and interest amount of approximately $1.94 million for 642,276 and 825,067 shares, respectively, of the Company's newly created Series Z 8% Non-Convertible Preferred Stock. The exchange was based on the closing price of the of the Common Stock on Nasdaq of $1.32 per share on the day prior to the transaction.

Exhibits 1 change

2 unchanged paragraphs

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 3.6 Certificate of Designation of Preferences, Rights and Limitations of Series Z 8% Non-Convertible Preferred Stock 8-K 3.1 10/6/2025 4.1 Amended and Restated Warrant to Purchase Common Stock, dated March 20, 2020, issued to BP Peptides, LLC 4.2 12/31/2024 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 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 3 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 II- 4 Exhibit Number Incorporated by Reference Filed or Furnished Exhibit Description Form Exhibit Filing Date Herewith 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 10.40 Membership Interest Purchase Agreement, by and between Capstone Holding Corp., D22L, Inc., David Clary, and Stuart Powell 8-K 2.1 8/18/2025 10.41 Exchange Agreement by and among Capstone Holding Corp., BP Peptides, LLC, and Brookstone Partners Acquisition XXI Corporation, dated September 30, 2025 8-K 10.1 10/6/2025 10.42 Senior Secured Convertible Note, dated October 22, 2025, by and between Capstone Holding Corp. and 3i, LP 8-K 4.1 10/23/2025 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.

3 unchanged paragraphs

Undertakings 18 changes

1 unchanged paragraph

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

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

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;

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;

That 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.

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.

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.

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:

2 unchanged paragraphs

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.

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

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;

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.

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.

Insofar 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.

The undersigned Registrant hereby undertakes:

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.

That 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.

1 unchanged paragraph

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 August 4, October 23, 2025.

16 unchanged paragraphs