Capstone Holding: securities offering

Cover page 67 changes

ea0262082-s1_capstone.htm

REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October June 26, 2026.

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5141 W. 122 nd Street

Tinley Park , IL 60477

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5141 W. 122 nd Street

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Approximate date of commencement of proposed

If any of the securities being registered on this

If this Form is filed to register additional

securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities

If this Form is a post-effective amendment filed

If this Form is a post-effective amendment filed

Indicate by check mark whether the registrant

See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"

and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(c) 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check

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

this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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.

The 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.

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SUBJECT TO COMPLETION

DATED: JUNE 26, 2026

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This prospectus relates to the offer and

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

"Company," "we," "us," "our"), consisting of 4,306,664 shares issuable upon conversion of the convertible note, in the principal amount of $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.

Our registration of the shares of Common Stock

We are not selling any shares of Common Stock

The selling stockholder will pay all underwriting

No underwriter or other person has been engaged to facilitate the sale of shares of Common Stock in this prospectus.

The selling stockholder is an "underwriter"

We are a "controlled company" following

Management LLC) have the ability to control all matters requiring shareholder approval because these entities own over 50% of our Common

Stock and control over 50% of our voting stock (inclusive of the votes of the over 50% of the Series B Preferred Stock shares outstanding).

Although we are considered a "controlled company", we do not intend to rely on the exemptions to corporate governance requirements as a "controlled company."

We are an "emerging growth company"

Investing in our securities involves a high

You should rely only on the information contained

Neither the Securities and Exchange Commission

4,306,664 4,407,334 Shares of Common Stock

This prospectus relates to the offer and resale from time to time by the selling stockholder identified in this prospectus of up to an aggregate of 4,407,334 shares of common stock, par value $0.0005 per share (the "Common Stock"), of Capstone Holding Corp., a Delaware corporation (the "Company," "we," "us," "our"), consisting of (a) 4,002,334 shares issuable upon conversion of a senior secured convertible note issued by the Company in the aggregate original principal amount of $3,545,712.42, of which $1,650,388 remains outstanding (the "October 2025 Convertible Note") (based on 3.03 times the difference between the maximum number of shares issuable upon conversion of the remaining outstanding principal amount of $1,650,388 at a conversion price of $0.57, or 2,895,416 shares, and the 1,573,329 shares underlying the October 2025 Convertible Note that have been previously registered but not issued), and (b) 405,000 shares issuable upon exercise of a warrant for 405,000 shares of Common Stock (the "3i Warrant").

Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling stockholder will offer or sell any of the shares. The selling stockholder may offer and sell or otherwise dispose of the shares of Common Stock described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. See " Plan of Distribution ".

We are not selling any shares of Common Stock offered by this prospectus and will not receive any of the proceeds from the sale by the selling stockholder of the shares of Common Stock offered hereby.

The selling stockholder will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the shares of Common Stock. We have agreed to pay certain expenses in connection with this registration statement and to indemnify the selling stockholder and certain related persons against certain liabilities. No underwriter or other person has been engaged to facilitate the sale of shares of Common Stock in this prospectus.

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

Shares of our Common Stock are listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "CAPS". On October 22, 2025, June 25, 2026, the closing sale price of our Common Stock was $1.14 $0.2351 per share.

this offering as defined under the Nasdaq Stock Market Rules. We are a "controlled company" because Entities individually or jointly controlled by Matthew Lipman, our chief executive officer and a member of our board of directors, and Michael Toporek, the chairman of our board of directors (Brookstone Partners Acquisition XIV, LLC, ("BPA XIV, LLC"), BP Peptides LLC and Nectarine Management LLC), beneficially own a significant portion of our voting power and may be able to influence matters requiring stockholder approval. As a result of the issuance of shares of Common Stock upon conversion of the Convertible Notes and sales under our equity line of credit, these entities no longer hold a majority of our voting power, and we are not a "controlled company" as defined under the Nasdaq Stock Market Rules.

We are an "emerging growth company" and a "smaller reporting company," as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and have elected to take advantage of certain scaled disclosure available to smaller reporting companies. This prospectus is intended to comply with the requirements that apply to an issuer that is a smaller reporting company. See " Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company ."

Investing in our securities involves a 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.

You should rely only on the information contained in this prospectus, contained in the other documents that are incorporated by reference into this prospectus, or contained any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities offered hereby, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________ , 2025 2026

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You should rely only on information contained

This prospectus is not an offer to sell or the solicitation of an offer to buy our securities under any circumstances in which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

The information in this prospectus is accurate

No person is authorized in connection with

Neither we nor the selling stockholder have

You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We have not, and the selling stockholder has not, authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities under any circumstances in which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

The information in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

Neither we nor the selling stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

Prospectus summary 136 changes

This summary highlights selected information

Capstone Holding Corp. is a building products

distribution network. The existing company is comprised of Instone, a leading distributor of thin veneer stone and related masonry products in the United States, serving both residential and commercial construction markets. Founded over 30 years ago, we have grown to become the largest wholesale distributor in the thin veneer masonry products industry. Our comprehensive product offering includes a wide range of manufactured and natural stone products, supported by a strategically located distribution network designed to provide reliable and efficient service to our diverse customer base.

We are committed to being the preferred partner

The Company was formed in 1987 as OrthoLogic Corp.

In 2005, the Company filed its restated certificate of incorporation (the "Restated Certificate of Incorporation"). In 2010, the Company changed its name to Capstone Therapeutics Corp. On August 22, 2019, the Company filed a certificate of amendment to its Restated Certificate of Incorporation effecting a 1 for 1,000 reverse stock split of the Common Stock of the Company, whereby each 1,000 shares of Common Stock of the Company became 1 share of Common Stock. In 2021, the Company filed a certificate of amendment to its Restated Certificate of Incorporation decreasing the total number of shares of Common Stock authorized to be issued by the Company from 150,000,000 shares to 205,000 shares, consisting of 200,000 shares of Common Stock, par value $0.0005 per share and 5,000 shares of preferred stock, par value $0.0005 per share. On February 18, 2022, the Company filed a certificate of amendment to its Restated Certificate of Incorporation, changing the Company's name from Capstone Therapeutics Corp. to Capstone Holding Corp. On February 20, 2025, following the Company's controlling shareholder's approval, the Company filed an amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the authorized shares of Common Stock to 50,000,000 shares and increase the authorized shares of preferred stock to 25,000,000 shares. On February 20, 2025, the Company filed a Certificate of Designation (the "Series B Certificate of Designation") with the Delaware Secretary of State which designated 2 million shares of the Company's authorized preferred stock as Series B Preferred Stock ("Series B Preferred Stock"), no par value.

This summary highlights selected information appearing elsewhere in this prospectus. While this summary highlights what we consider to be important information about us, you should carefully read this entire prospectus and the documents incorporated by reference in this prospectus before investing in our Common Stock, especially the risks and other information we discuss under the heading " Risk Factors " and our consolidated financial statements and related notes incorporated by reference herein. Our fiscal year end is December 31, and our fiscal years ended December 31, 2024 2025 and 2023 2024 are sometimes referred to herein as fiscal years 2024 2025 and 2023, 2024, respectively. Some of the statements made in this prospectus discuss future events and developments, including our future strategy and our ability to generate revenue, income and cash flow. These forward-looking statements involve risks and uncertainties which could cause actual results to differ materially from those contemplated in these forward-looking statements. See " Cautionary Note Regarding Forward-Looking Statements " . Unless otherwise indicated or the context requires otherwise, the words " Capstone, " " we, " " us, " " our " , the " Company " or " our Company " refer to Capstone Holding Corp., a Delaware corporation, and its subsidiaries.

Capstone Holding Corp. is a national, technology-enabled building products distribution and installation platform. Through our three operating subsidiaries - Instone (a trade name of TotalStone, LLC (dba "Instone")), Canadian Stone Industries (operated through Fraser Canyon Holdings Inc. and its subsidiaries, collectively "CSI"), and Carolina Stone (operated through Carolina Stone Holdings, LLC and its subsidiary, Carolina Stone Distributors, LLC) - we distribute and install thin veneer stone, natural stone, manufactured stone, and related masonry and hardscape products for residential and commercial construction markets across 38 U.S. states and two Canadian provinces.

Instone, founded over 30 years ago, is the largest wholesale distributor of thin veneer masonry products in the United States, operating from five distribution centers in the Northeast, Midwest, Mid-Atlantic, and West Coast. CSI is a leading wholesale distributor of natural and manufactured stone products in Canada, operating from two locations in British Columbia and Ontario. Carolina Stone distributes and installs thin veneer stone and related masonry products for residential, commercial, and multi-family projects in the Southeast United States from two locations in North Carolina. Together, our platform offers over 3,000 SKUs across nine warehouse and distribution center locations, serving a diverse base of masonry dealers, contractors, builders, and homeowners.

We are committed to being the preferred partner for our customers by providing high-quality products, expert support, and exceptional service. Our success is driven by our deep industry expertise, long-standing customer and supplier relationships, an expanding North American footprint, digital infrastructure that supports our customers and a relentless focus on operational excellence.

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Capstone Long-Term Growth

Deep Team . Capstone is

Strategic Timing. We believe

Industry Dynamics. According

The M&A environment for the building

Scale. For scale M&A,

Scope. Given macroeconomic

The "Annual total shareholder

returns for building products companies" chart and quotes from the Bain Report are used with permission from Bain & Company.

Team strength. The industry

Experience integrating acquisitions. Since

Geographic distribution footprint

Growth Premium. As Capstone

Our current operating company, Instone,

Expand Market Presence. We

are committed to expanding our geographic footprint, increasing penetration in existing markets, and entering new, underserved regions.

Enhance Product Portfolio. We

By broadening our portfolio, we aim to increase our share of wallet with existing customers and attract new customers.

Operational Excellence. We

Customer-Centric Approach. Our

Innovation. We recognize

We honed in on key manufacturing steps to drive quality and consistency then thoughtfully designed packaging to meet the needs of distributors.

The end result was a set of products that competes with high-end alternatives in the sector on aesthetics, but for a better value. We expect Toro to help drive significant organic revenue growth in the next three years.

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".

Brookstone Investment

As described in an 8-K filing with the Securities

and Exchange Commission (the "SEC") on July 17, 2017 (filed under the issuer name of Capstone Therapeutics Corp.), on July 14, 2017, the Company entered into a Securities Purchase, Loan and Security Agreement (the "Brookstone Agreement") with BP Peptides, LLC ("Brookstone").

Pursuant to the Brookstone Agreement, Brookstone

funded an aggregate of $3,440,000, with net proceeds of approximately $2,074,000, after paying off (a) certain convertible promissory notes dated December 11, 2015 and due July 14, 2017, payable to Biotechnology Value Fund, L.P. and affiliated entities and (b) transaction costs. Of this amount, $1,012,500 went towards the purchase of 18,000 (following a 1 for 750 reduction in the authorized Common Stock in February 2021) newly issued shares of our Common Stock, and $2,427,500 was in the form of a secured loan, due October 15, 2020. On July 14, 2017 Brookstone also purchased 6,722 (following a 1 for 750 reduction in the authorized Common Stock in February 2021) shares of the Company's Common Stock directly from Biotechnology Value Fund affiliated entities, resulting in ownership of 24,722 shares.

In August 2019 the Company filed a Form 15

and received approval from its shareholders for a 1-for-750 reverse stock split of common shares to reduce the number of authorized common shares to 200,000 and a 1 for 400 reverse stock split of the preferred shares to reduce the number of preferred shares to 2,500. This split brought shareholders of record to below 300 and allowed Capstone to become exempt from standard reporting requirements of the SEC. The Company continues to fully comply with the Alternate Reporting Format guidelines of the OTCQB, which, in part, requires filing of quarterly financial statements and audited annual financial statements.

Building Materials Business

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, 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.

TotalStone, LLC ( dba "Instone"),

a Delaware limited liability company, was formed on October 4, 2006. 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. TotalStone services the Northeast and Midwest regions, which comprise 31 states.

TotalStone has a wholly owned subsidiary 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.

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).

Other Corporate Actions

In March 2020, the Company and Brookstone

amended the Brookstone Agreement to extend the Secured Debt's maturity to March 31, 2022 and continued deferral of interest payable. As consideration, the Company has provided an option, for a period ending December 31, 2021, to convert all or part of the aggregate outstanding principal amount and any accrued interest of the Secured Debt or exercise of any warrant into Capstone Common Stock at a conversion price range of between $10.00 and $30.00 per share, as determined by an independent valuation at the time of conversion.

In December 2020, Brookstone exercised its

option to convert $572,700 of accrued interest and secured debt into 24,900 shares of Capstone Common Stock at an exercise price of $23 per share as supported by independent valuation. With this acquisition, Brookstone owned 54.8% of the Company's outstanding Common Stock.

In March 2021, the Company and Brookstone

amended the Brookstone Agreement to extend the Secured Debt's maturity to April 1, 2024 (subsequently extended to December 31, 2024) with continued interest deferral on the loan.

In February 2022, the Company legally changed

its name from Capstone Therapeutics Corp. to Capstone Holding Corp. reflecting its primary line of business in building products.

In March 2022, Brookstone exercised its option

to convert $688,104 of accrued interest and $1,951,260 of secured debt into 78,153 shares of Capstone Common Stock at an exercise price of $24.75 per share as supported by independent valuation. With this acquisition, Brookstone currently owns 77.3% of the Company's outstanding Common Stock.

In November 2023, Capstone and Brookstone Acquisition

Partners XXI, LLC ("Brookstone XXI"), a related entity to the Company's majority shareholder, agreed to terms of an unsecured promissory note in the amount of $800,000 as part of a 2021 transaction through its Capstone Beta, LLC ("Beta") subsidiary to own a minority membership interest in Diamond Products Holdings, LLC ("DPH") valued at $8 million for a $8 million secured note payable to Brookstone Acquisition Partners XXI. The agreed to terms of the $800,000 note were formalized in a note agreement executed on March 31, 2024. The sole assets of DPH consisted of a 95% membership interest in Diamond Products LLC ("Diamond"), a consumer products holding company. The majority membership interests in DPH and Diamond were controlled by Brookstone XXI. The $800,000 unsecured promissory note was triggered when the members of Diamond sold their membership interests to a third party as part of a restructuring and recapitalization transaction of the Diamond operating entities. This $800,000 unsecured promissory note was issued on March 31, 2024. The primary consideration received in the transaction was the release of guarantees of the senior debt of Diamond operating entities. No cash proceeds were received in the transaction. Pursuant to the terms of the Beta and Brookstone XXI $8 million secured note, upon sale or disposition of the membership interests in Diamond, Brookstone XXI's remaining payments due under the note are limited to cash proceeds received by DPH from the sale, accrued interest and a limited payment guaranty of $800,000 provided by Capstone. Since no cash proceeds were received upon the sale of the Diamond membership interests, the $8 million note payable to Brookstone XXI was forgiven and replaced by the new $800,000 note issued by Capstone resulting in a net $7.2 million gain on extinguishment of debt which offset the $8 million write-off of the investment in DPH. This promissory note of $800,000 plus accrued interest of $240,555 (as of September 30, 2024) has been amended and extended for maturity through June 30, 2026.

In May 2024, the Board authorized and declared

a dividend distribution of one right (a "Right") for each outstanding share of Common Stock, par value $0.0005 per share, of the Company to shareholders of record as of the close of business on May 1, 2024. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Preferred Stock, par value $0.0005 per share, of the Company at an exercise price of $5.00 per one one-hundredth of a Preferred Share, subject to adjustment. The terms of the Rights are set forth in a Tax Benefit Preservation Plan (the "Benefit Plan"), dated as of May 1, 2024, between the Company and Computershare Inc., as rights agent.

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and 56 more changes in the filing

Risk factors 36 changes

Investing in our securities involves a great

Investing in our securities involves a great deal of risk. Careful consideration should be made of the following factors as well as other information included in this prospectus before deciding to purchase our securities. We have also identified a number of these factors under the heading " Risk Factors " in our periodic reports we file with the SEC, including our annual report on Form 10-K for the year ended December 31, 2024 2025 (the " Annual Report " ), which section is incorporated by reference herein. There are many risks that affect our business and results of operations, some of which are beyond our control. Our business, financial condition or operating results could be materially harmed by any of these risks. This could cause the trading price of our securities to decline, and you may lose all or part of your investment. Additional risks that we do not yet know of or that we currently think are immaterial may also affect our business and results of operations.

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The issuance of our Common Stock to the

The shares of our Common Stock issuable upon conversions

Further, we are not restricted from issuing additional

We may require additional financing to sustain

We may receive an additional $3,750,000 gross

The extent we rely on the selling stockholder

Should the financing we require to sustain our

Management will have broad discretion as

We currently intend to use the proceeds from

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

The selling stockholder may choose to sell

The selling stockholder is not restricted as to

You may experience future dilution as a

The shares sold by the selling stockholder will

In addition, in order to raise additional capital,

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.

The shares of our Common Stock issuable upon conversions of the October 2025 Convertible Note and exercise of the 3i Warrant 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 $3,750,000 gross proceeds from the issuances of further Convertible Notes in the aggregate principal amount of $4,091,207 pursuant to the 3i Purchase Agreement.

The extent 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 $4,091,207 (for gross proceeds of $3,750,000) pursuant to the 3i 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 financing needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects.

Management will have broad discretion as to the use of the proceeds from our sale of Common Stock to the selling stockholder under the 3i Purchase Agreement, and such uses may not improve our financial condition or market value.

We currently intend to use the proceeds from any issuance of Convertible Notes pursuant to the 3i 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 3i 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 selling stockholder may choose to sell the shares at prices below the current market price.

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.

You may experience future dilution as a result of issuance of the shares, future equity offerings by us and other issuances of our Common Stock or other securities. In addition, the issuance of the shares and future equity offerings and other issuances of our Common Stock or other securities may adversely affect our Common Stock price.

The shares sold by the selling stockholder will be freely tradable without restriction or further registration under the Securities Act. As a result, a substantial number of shares of our Common Stock may be sold in the public market following this offering. If there are significantly more shares of our Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell our Common Stock. The issuance of the shares or any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could also adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.

In addition, in order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share as prior issuances of Common Stock. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share previously paid by investors, 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 into Common Stock in future transactions may be higher or lower than the prices per share previously paid. In addition, the exercise price of the Warrant may be greater than the price per share previously paid by certain investors. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of Common Stock under our stock incentive programs. In addition, sales under an Amended and Restated Common Stock Purchase Agreement with Tumim Stone Capital, dated June 11, 2026 (the "Tumim Purchase Agreement"), together with conversions of the Convertible Notes, will result in additional dilution to our stockholders and additional shares of Common Stock entering the public market. In addition, the issuance of the shares and any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.

Risks Related to Our Business and Financial Condition

Our financial statements contain disclosure that there is substantial doubt about our ability to continue as a going concern.

Our unaudited financial statements for the quarter ended March 31, 2026 include disclosure that certain conditions, including our recurring losses, negative working capital and upcoming debt maturities, raise substantial doubt about our ability to continue as a going concern within one year. While management believes that its operating plans and available liquidity, including our equity line of credit, are sufficient to alleviate that doubt, we cannot assure you that we will be successful. If we are unable to generate sufficient cash flow from operations, obtain additional capital on acceptable terms, or manage our debt maturities, we may be unable to continue operating, and you could lose all or part of your investment.

We are not currently in compliance with the Nasdaq minimum bid price requirement, and our Common Stock could be delisted.

In January 2026, we received a notice from the Nasdaq Stock Market that the closing bid price of our Common Stock had been below $1.00 per share for 30 consecutive business days and that we were therefore not in compliance with Nasdaq Listing Rule 5550(a)(2). We have until July 6, 2026 to regain compliance. On June 18, 2026, we obtained stockholder authorization at our 2026 annual meeting to effect a reverse stock split, if needed, to satisfy the minimum bid price requirement. While we expect to be eligible for an additional 180 calendar day period to regain compliance and have obtained the stockholder authorization to conduct a reverse stock split, we cannot assure you that any reverse stock split will be effected or, if effected, that it will result in a lasting increase in our bid price, particularly in light of the limitations on the repeated use of reverse stock splits under amended Nasdaq Listing Rule 5810(c)(3)(A). If our Common Stock is delisted from Nasdaq, the liquidity and market price of our Common Stock, and our ability to raise capital, would be materially and adversely affected.

Use of proceeds 9 changes

All securities sold pursuant to this prospectus

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 was issued 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").

We may receive up to $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 the

Convertible Notes pursuant to the Purchase Agreement 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.

All securities sold pursuant to this prospectus will be offered and sold by the selling stockholder. stockholders. We will not receive any proceeds from the resale of Common Stock offered by the selling stockholder.

Upon the exercise of the 3i Warrant we would receive aggregate gross proceeds of approximately $4,050. Any proceeds from the exercise of the 3i Warrant will be used for working capital and general corporate purposes. We cannot predict when or if the 3i Warrant will be exercised, and it is possible that the 3i Warrant may expire and never be exercised or may be exercised pursuant to a cashless exercise. We will bear the out-of-pocket costs, expenses and fees incurred in connection with the registration of the shares of Common Stock to be sold by the selling stockholder, including registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel, or collectively, the "Registration Expenses." Other than Registration Expenses, the selling stockholder will bear underwriting discounts, commissions, placement agent fees or other similar expenses payable with respect to sales of shares.

Forward-looking statements 5 changes

This prospectus, including the information incorporated

This prospectus, including the information incorporated by reference into this prospectus, contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words "may," "will," "should," "anticipate," "estimate," "plans," "potential," "projects," "continuing," "ongoing," "expects," "management believes," "we believe," "we intend" or the negative of these words or other variations on these words or comparable terminology. These statements may be found under the sections entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," in our Annual Report, as well as in this prospectus generally. In particular, these include statements relating to future actions, prospective products, market acceptance, future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results. Such forward-looking statements include, without limitation, statements regarding:

7 unchanged paragraphs

We operate in a very competitive and rapidly changing

However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectus are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.

Determination of Offering Price 2 changes

The selling stockholder will offer shares of our

The selling stockholder will offer shares of our Common Stock for sale under this prospectus at prevailing market prices or privately negotiated prices. We cannot currently determine the price or prices at which the shares of Common Stock may be sold by the selling stockholder under this prospectus. The offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value.

Dilution 10 changes

The issuance of shares of our Common Stock to

Our net tangible book value represents total tangible

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

The issuance of shares of our Common Stock to the selling stockholder pursuant to the conversions of the Convertible Note will have a dilutive impact on our stockholders.

Our net tangible book value represents total tangible assets less total liabilities divided by the number of shares of Common Stock outstanding on June 30, 2025. March 31, 2026. As of June 30, 2025, March 31, 2026, we had a historical net tangible book value (deficit) of $(7,435,772), $(9.0) million, or $(1.38) $(0.96) per share of Common Stock.

After giving effect to the issuance of 4,407,334 shares of our Common Stock to the selling stockholder upon the assumed conversion of the October 2025 Convertible Note, in the remaining outstanding principal amount of $3,545,712 issued pursuant to $1,650,388, and the Purchase Agreement, assumed exercise of the 3i Warrant, and after deducting estimated offering expenses payable by us, our as-adjusted net tangible book value (deficit) as of June 30, 2025 March 31, 2026 would have been approximately $(7,435,772), $(7.4) million, or $(0.77) $(0.47) per share. This represents an immediate increase in net tangible book value of $0.61 $0.32 per share to existing stockholders and an immediate dilution of $1.52 $1.04 per share to new investors.

The following table illustrates this per share dilution:

Net tangible book deficit value per share as of June 30, 2025 March 31, 2026 (0.79

Increase in net tangible book deficit value per share attributable to the effects to this offering $ 0.61 0.32 As-adjusted net tangible book deficit value per share after giving effect to this offering $ (0.77 (0.47 ) Dilution in net tangible book deficit value per share to new investors $ (1.52 ) 1.04 The calculations above are based on 5,406,305 11,423,707 shares of our Common Stock outstanding as of June 30, 2025. March 31, 2026, and including the following:

1,995,000 unvested restricted stock awards granted on March 30, 2026.

The Convertible Note Financing 15 changes

On July 29, 2025, the Company entered into the

In connection with the Convertible Note Financing

Consistent with certain applicable Nasdaq rules,

Moreover, the Company may not issue or sell any

The Purchase Agreement provides customary representations,

Joseph Gunnar & Co., LLC (the "Placement

On July 29, 2025, the Company entered into a purchase agreement (the "3i 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 (the "July 2025 Convertible Note") was issued in the original principal amount of approximately $3,272,966, and the second October 2025 Convertible Note was issued in the original principal amount of approximately $3,545,712.42 (the "Convertible Note Financing"). The shares issuable upon exercise Company received gross proceeds of $3,000,000 and $3,250,000, respectively, prior to the first deduction of transaction related expenses, from the issuance of the July 2025 Convertible Note were registered under a and the October 2025 Convertible Note, respectively. Pursuant to the effective registration statement statements on Form S-1 (File No. Nos. 333-289222 which was declared effective on August 11, 2025. and 333-291041), the number of shares Company registered for resale hereunder equals two hundred percent (200%) of the maximum number a total of 8,388,336 shares of Common Stock issuable upon conversion of the second Convertible Notes. principal amount of $3,545,712.42 and accrued interest of $248,199.87, based on a fixed conversion price of $1.10 per share. The Company received gross proceeds of $3,250,000, prior to the deduction of transaction related expenses, from the initial closing.

Subsequently, on November 28, 2025, the conversion price of the July 2025 Convertible Note was reduced to $0.75 with respect to the entire amount of principal under the July 2025 Convertible Note, and the conversion price of the October 2025 Convertible Note on $1,772,856 of principal was reduced from $1.10 to $0.75 per share, while the conversion price of the remaining $1,772,856 of principal continued at $1.10 per share. On April 16, 2026, the conversion price of the October 2025 Convertible Note was further reduced to $0.57 with respect to $500,000 of principal amount that had previously been subject to the $1.10 conversion price (collectively, the "Conversion Price," and the reduction of the Conversion Price are referred to collectively as the "Conversion Price Adjustments.").

In February 2026, the Company entered into a letter agreement with 3i pursuant to which the $606,054 payment due January 22, 2026 under the July 2025 Convertible Note was deferred to the maturity date. As consideration for the deferral, the Company issued a warrant to 3i, LP for 405,000 shares of Common Stock at an exercise price of $0.01 per share with a five-year term (the "3i Warrant").

In connection with the Convertible Note Financing and the 3i Purchase Agreement, on the same day, the Company entered into a Registration Rights Agreement and a Security Agreement with the Purchaser.

Consistent with certain applicable Nasdaq rules, the Company may not issue to the Purchaser more than 1,093,195 shares of its Common Stock (the "Exchange Cap") under the 3i 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 3i 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.

Moreover, the Company may not issue or sell any shares of Common Stock to the Purchaser, which, when aggregated with all other shares of common stock then beneficially owned by the Purchaser and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act and Rule 13d-3 promulgated thereunder), would result in the Purchaser beneficially owning more than 4.99% of the issued and outstanding shares of Common Stock, unless such limit is increased by the Purchaser up to a maximum of 9.99%.

The 3i Purchase Agreement provides customary representations, warranties, and covenants of the Company and the Purchaser.

The number of shares registered for resale hereunder consist of (a) 4,002,334 shares issuable upon conversion of the October 2025 Convertible Note (based on 3.03 times the difference between the maximum number of shares issuable upon conversion of the remaining outstanding principal amount of $1,650,388 at a conversion price of $0.57, or 2,895,416 shares, and the 1,573,329 shares underlying the October 2025 Convertible Note that have been previously registered but not issued), and (b) 405,000 shares issuable upon exercise of the 3i Warrant.

Joseph Gunnar & Co., LLC (the "Placement Agent") acted as the sole sales agent for the Convertible Note Financing. The Company agreed to pay the Placement Agent a cash fee equal to seven percent (7%) of the gross proceeds upon each closing of a drawdown (each, a "Closing") under the Convertible Note Financing.

Selling Stockholder 13 changes

This prospectus relates to the possible resale

The table below presents information regarding

We do not know how long the selling stockholder

Beneficial ownership is determined in accordance

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

Owned Prior to Offering (1)

This prospectus relates to 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. October 2025 Convertible Note and the 3i Warrant. 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 3i Purchase Agreement, Tumim Purchase Agreement and the Registration Rights Agreement, 3i Agreements, the selling stockholder 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.

This prospectus covers the possible resale by the selling stockholder identified in the table below of up to 4,407,334 shares of Common Stock consisting of: (a) 4,002,334 shares issuable upon conversion of the October 2025 Convertible Note (based on 3.03 times the difference between the maximum number of shares issuable upon conversion of the remaining outstanding principal amount of $1,650,388 at a conversion price of $0.57, or 2,895,416 shares, and the 1,573,329 shares underlying the October 2025 Convertible Note that have been previously registered but not issued), and (b) 405,000 shares issuable upon exercise of the 3i Warrant.

The table below presents information 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 October 22, 2025. June 26, 2026. 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 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 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 7,906,205 15,203,173 shares of our Common Stock outstanding on October 22, 2025. June 26, 2026. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.

1 unchanged paragraph

Owned Prior to Offering

2 unchanged paragraphs

Including 405,000 shares issuable upon exercise of the 3i Warrant. In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded from the number of shares beneficially owned prior to the offering all of the shares that the selling stockholder may be required to purchase under the 3i Purchase Agreement, because the issuance of such shares is subject to conditions contained in the 3i Purchase Agreement, the satisfaction of which are entirely outside of control, including the registration statement that includes this prospectus becoming and remaining effective. Furthermore, the issuances of Common Stock are subject to certain agreed upon maximum amount limitations set forth in the 3i Purchase Agreement. Also, the 3i Purchase Agreement prohibits us from issuing and selling any shares of our Common Stock to the selling stockholder to the extent such shares, when aggregated with all other shares of our Common Stock then beneficially owned by the selling stockholder, would cause the selling stockholder's beneficial ownership of our Common Stock to exceed the 4.99% Beneficial Ownership Cap. The 3i Purchase Agreement also prohibits us from issuing or selling shares of our Common Stock under the 3i Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so, or unless sales of Common Stock are made at a price equal to or greater than $1.00 per share, such that the Exchange Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to the extent applicable under Nasdaq rules) may be amended or waived under the 3i Purchase Agreement.

2 unchanged paragraphs

Plan of distribution 35 changes

The shares of Common Stock offered by this prospectus

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

In order to comply with the

3i has informed us that it intends to use one

Brokers, dealers, underwriters or agents participating

We know of no existing arrangements between the

We may from time to time file

We will pay the expenses 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 indemnify 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 represented to us that at no time prior

We have advised the selling stockholder that it

This offering will terminate on the date that

Capital Market under the symbol "CAPS."

The shares of Common Stock 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 shares of Common Stock 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 of Common Stock;

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.

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state's registration or qualification requirement is available and complied with.

The selling stockholder has informed us that it 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 The selling stockholder has informed us that each such broker-dealer will receive commissions from 3i the selling stockholder that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters 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 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.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the selling stockholder, any compensation paid by the selling stockholder to any such brokers, dealers, underwriters or agents, and any other required information.

We will pay the expenses 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 $25,000 for the fees and disbursements of its counsel in connection with the offering, payable upon execution of the 3i Purchase Agreement.

We also have agreed to indemnify the selling stockholder 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.

The total expenses for the convertible note offering were approximately $308,116. $60,000.

The selling stockholder has represented to us that at no time prior to the date of the 3i Purchase Agreement has 3i the selling stockholder 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 The selling stockholder has agreed that during the term of the 3i 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 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 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 Capital Market under the symbol "CAPS."

Legal Matters 2 changes

Certain legal matters with respect to the securities

Certain legal matters with respect to the securities offered hereby will be passed upon by Lucosky Brookman LLP, Woodbridge, New Jersey.

Experts 2 changes

The consolidated financial statements as of December 31,

2024 The consolidated financial statements as of December 31, 2025 and 2023, 2024, and for each of the years in the two-year period ended December 31, 2024, 2025, incorporated by reference in this prospectus, have been audited by GBQ Partners LLC, an independent registered public accounting firm. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

Incorporation of Certain Information by Reference 23 changes

The SEC allows us to "incorporate by reference"

Annual Report on Form

the SEC on March 31, 2025;

● Our Current Reports on

Form 8-K filed with the SEC on March

11, 2025 , April, 1,

2025 , June 27, 2025 , June

30, 2025 , August 4,

2025 , August 15, 2025 , August

18, 2025 , October 6,

2025 , and October 23, 2025 ; and

We also incorporate by reference into this prospectus

Upon request, we will provide, without charge,

The SEC allows us to "incorporate by reference" information from other documents that we file with it, which means that we can disclose important information to you by referring you to those publicly available documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we filed with the SEC:

Our Annual Report on Form 10-K for the year ended December 31, 2024 2025 filed with the SEC on April 16, 2026;

Our Quarterly Reports Report on Form 10-Q for the period ended March 31, 2025 and June 30, 2025 2026 filed with the SEC on May respectively; 20, 2026;

Our Current Reports on Form 8-K filed with the SEC on January 9, 2026 , January 27, 2026 , February 17, 2026 , April 16, 2026 , June 12, 2026 , and June 22, 2026 ; 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.

We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements on Schedule 14A.

Upon request, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of the documents incorporated by reference into this prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following address:

2 unchanged paragraphs

5141 W. 122nd Street

Any statement contained in a document incorporated

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

Where You Can Find More Information 7 changes

For further information with respect to our company

No person is authorized to give you any information

We are subject to the informational requirements

For further information with respect to our company and the securities being offered hereby, reference is hereby made to the registration statement, including the exhibits thereto and the financial statements, notes, and schedules filed as a part thereof.

No person is authorized to give you any information or make any representation other than those contained or incorporated by reference in this prospectus. Any such information or representation must not be relied upon as having been authorized. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of the prospectus.

We are subject to the informational requirements of the Exchange Act, and must file reports, proxy statements and other information with the SEC, such as current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K, respectively. These filings are available on the SEC's website at http://www.sec.gov.

4,306,664 4,407,334 Shares of Common Stock

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Exhibits 6 changes

We have filed herewith, or, as noted, incorporated

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- 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 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) 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.

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:

Asset Purchase Agreement, dated November 30, 2025, by and between TotalStone, LLC, Continental Stone Industries Inc. and Jeffery Leech 8-K 2.1 12/02/2025 2.3 Share Purchase Agreement, dated December 1, 2025, by and between InStone Canada Corp., Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech 8-K 2.2 12/02/2025 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 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 Common Stock Purchase Warrant, dated February 12, 2026, issued to 3i, LP 10-K 4.5 4/16/2026 5.1 Opinion of Lucosky Brookman LLP 10.1† Securities Purchase Agreement, dated July 29, 2025, by and between Capstone Holding Corp. and 3i, LP 8-K 10.1 8/4/2025 10.2 Senior Secured Convertible Note, dated July 29, 2025, issued by Capstone Holding Corp. to 3i, LP 8-K 10.2 8/4/2025 10.3† Registration Rights Agreement, dated July 29, 2025, by and between Capstone Holding Corp. and 3i, LP 8-K 10.3 8/4/2025 10.4† Security Agreement, dated July 29, 2025, by and between Capstone Holding Corp. and 3i, LP 8-K 10.4 8/4/2025 10.5 Senior Secured Convertible Note, dated October 22, 2025, by and between Capstone Holding Corp. and 3i, LP 8-K 4.1 10/23/2025 10.6 Conversion Price Voluntary Adjustment Notice, dated October 5, 2025 8-K 10.2 10/6/2025 10.7 Conversion Price Voluntary Adjustment Notice 8-K 10.1 11/28/2025 10.8 Conversion Price Voluntary Adjustment Notice dated April 16, 2026 8-K 10.1 4/16/2026 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) 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.

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All schedules have been omitted because either

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 7 changes

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The undersigned registrant undertakes

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

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Pursuant to the requirements of the Securities

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Alsip, Tinley Park, Illinois, on October 23, 2025. June 26, 2026.

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Pursuant to the requirements of the Securities

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

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Michael M. Toporek, III

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