Capstone Holding: securities offering

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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 4,407,334 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").

4,407,334 3,000,000 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 3,000,000 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 3,000,000 shares to be issued as Equity Line Securities (as defined herein), issuable pursuant to the amended and restated common stock purchase agreement, dated June 11, 2026.

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The Convertible Note Financing

The Equity Line Financing

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Prospectus summary 5 changes

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Up to 4,407,334 shares of our Common Stock, assuming the issuance 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.

Up to 3,000,000 shares of our Common Stock, assuming the issuance of 3,000,000 shares to be issued as Equity Line Securities (as defined herein), issuable pursuant to the amended and restated common stock purchase agreement, dated June 11, 2026.

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We will not receive any of the proceeds from the resale by the selling stockholder of the shares of Common Stock issuable upon conversion of the October 2025 Convertible Note and exercise of the 3i Warrant. See section entitled " Use of Proceeds ".

19,610,507 18,203,173 shares of Common Stock.

We will not receive any of the proceeds from the resale by the selling stockholder of the shares of Common Stock issuable pursuant to the Tumim Purchase Agreement (as defined herein). We may receive up to $20.0 million in aggregate gross proceeds from sales of our Common Stock that we may elect to make to Tumim pursuant to the Tumim Purchase Agreement from time to time in our sole discretion, from and after the initial satisfaction of all of the conditions set forth in the Tumim Purchase Agreement. See section entitled " Use of Proceeds ".

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Risk factors 15 changes

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The shares of our Common Stock issuable upon conversions of the October 2025 Convertible Note and exercise of pursuant to the 3i Warrant Tumim Purchase Agreement, dated June 11, 2026, and the sale of such shares may cause the trading price of our Common Stock to decrease.

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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 a purchase agreement with 3i, LP, dated July 29, 2025 (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.

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

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

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

Although the Tumim Purchase Agreement provides that we may sell up to an aggregate of $20.0 million of our Common Stock to the selling stockholder, only 5,190,251 shares of our Common Stock have been registered for resale by the selling stockholder previously and 3,000,000 shares of our Common Stock are being registered for resale by the selling stockholder under the registration statement of which this prospectus forms a part.

If we elect to sell to the selling stockholder all of the 7,975,197 shares, which reflects the number of shares registered hereunder and in the June 2025 registration statement (excluding the 215,054 Commitment Shares (as defined in the Tumim Purchase Agreement)), the actual gross proceeds from the sale of all such shares may be substantially less than the $20.0 million total commitment originally available to us under the Tumim Purchase Agreement, which could materially adversely affect our liquidity.

If it becomes necessary for us to issue and sell to the selling stockholder under the Tumim Purchase Agreement more than the 7,975,197 shares in order to receive aggregate gross proceeds equal to the total commitment of an aggregate of $20.0 million under the Tumim Purchase Agreement, we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the selling stockholder of any such additional shares of our Common Stock we wish to sell from time to time under the Tumim Purchase Agreement, which the SEC must declare effective. The selling stockholder will not be required to purchase any shares of our Common Stock if such sale would result in the selling stockholder's beneficial ownership exceeding 4.99% of the then outstanding shares of our Common Stock, subject to adjustment. The Tumim Purchase Agreement also prohibits us from issuing or selling shares of our Common Stock under the Tumim Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so.

Any issuance and sale by us under the Tumim Purchase Agreement of a substantial amount of shares of our Common Stock in addition to the 4,975,197 shares registered in June 2025, among which 1,752,148 shares have been issued through the most recent purchase on June 18, 2026, and 3,000,000 shares being registered for resale by the selling stockholder under the registration statement of which this prospectus forms a part could cause additional substantial dilution to our stockholders. The number of shares of our Common Stock ultimately offered for resale by the selling stockholder is dependent upon the number of shares of our Common Stock we ultimately sell to the selling stockholder under the Tumim Purchase Agreement.

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

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 Tumim 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 Common Stock pursuant to the 3i Tumim 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 Common Stock pursuant to the 3i Tumim Purchase Agreement, if any, in ways our stockholders stockholder 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.

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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. stockholder. 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"), Equity Financing, together with conversions of the our outstanding 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.

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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 the requisite authorization will be obtained, 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 1 change

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Upon the exercise of the 3i Warrant We would may receive up to $20.0 million in aggregate gross proceeds from sales of approximately $4,050. Any proceeds our Common Stock that we may elect to make to Tumim pursuant to the Tumim Purchase Agreement from time to time in our sole discretion, from and after the exercise initial satisfaction of all of the 3i Warrant will be used conditions set forth in the Tumim Purchase Agreement. We may use the proceeds from sales of our Common Stock to Tumim 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.

Dilution 3 changes

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

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After giving effect to the issuance of 4,407,334 3,000,000 shares of our Common Stock to the selling stockholder upon the assumed conversion sale of the October 2025 Convertible Note, in the remaining outstanding principal amount 3,000,000 shares of $1,650,388, and Common Stock under the Tumim Purchase Agreement at an assumed exercise price of the 3i Warrant, $0.57 per share, and after deducting estimated offering expenses payable by us, our as-adjusted net tangible book value (deficit) as of March 31, 2026 would have been approximately $(7.4) $(7.5) million, or $(0.47) $(0.52) per share. This represents an immediate increase in net tangible book value of $0.32 $0.27 per share to existing stockholders and an immediate dilution of $1.04 $1.09 per share to new investors.

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Increase in net tangible book deficit value per share attributable to the effects to this offering $ 0.32 0.27 As-adjusted net tangible book deficit value per share after giving effect to this offering (0.47 (0.52 ) Dilution in net tangible book deficit value per share to new investors $ 1.04 1.09 The calculations above are based on 11,423,707 shares of our Common Stock outstanding as of March 31, 2026, and including the following:

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Selling Stockholder 7 changes

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.

This prospectus relates to the possible resale from time to time by the selling stockholder, 3i, LP, or 3i, Tumim Stone Capital, of any or all of the shares of Common Stock that may be issued by us to 3i Tumim Stone Capital under the October 2025 Convertible Note and the 3i Warrant. Tumim Purchase Agreement. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled " The Convertible Note Equity Line Financing " above. We are registering the shares of Common Stock pursuant to the provisions of the Registration Rights Agreement we entered into with 3i Tumim Stone Capital on July 29, May 14, 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 Agreements, Agreement, 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. Tumim Stone Capital.

This prospectus covers the possible resale by the selling stockholder identified in the table below of up to 3,000,000 shares of Common Stock consisting of 3,000,000 to be issued as Equity Line Securities (as defined herein), issuable pursuant to the Tumim Purchase Agreement.

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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.

Tumim Stone Capital (3)

The VWAP Purchases of Common Stock are subject to certain agreed upon maximum amount limitations set forth in the Tumim Purchase Agreement. Also, the Tumim Purchase Agreement prohibits us from issuing and selling any shares of our Common Stock to Tumim Stone Capital to the extent such shares, when aggregated with all other shares of our Common Stock then beneficially owned by Tumim Stone Capital, would cause Tumim Stone Capital's beneficial ownership of our Common Stock to exceed 4.99%, unless such limit is increased by Tumim Stone Capital up to a maximum of 9.99%. The amount presented in this table represents such number of shares pursuant to the blocker provision in the Tumim Purchase Agreement that prohibits Tumim Stone Capital's beneficial ownership of our common stock to exceed 4.99%, unless such limit is increased by Tumim Stone Capital up to a maximum of 9.99%. The Tumim Purchase Agreement also prohibits us from issuing or selling shares of our Common Stock under the Tumim Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so. In the absence of such 4.99% blocker provisions and the Exchange Cap, Tumim Stone Capital would be deemed to have beneficial ownership of 3,003,301 shares of our Common Stock after the Offering.

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The business address of 3i, LP Tumim Stone Capital is 2 Wooster Street, 2nd Floor, New York, New York 10013. 3i's Tumim Stone Capital's principal business is that of a private investor. Maier Joshua Tarlow is the manager of 3i Management, LLC, the general partner of 3i, LP, which is the sole member of Tumim Stone Capital, and has sole voting control and investment discretion over securities beneficially owned directly by 3i, LP Tumim Stone Capital and indirectly by 3i Management, LLC and 3i, LP. 3i Management, LLC is also the manager of Tumim Stone Capital. We have been advised that none of Mr. Tarlow, 3i Management, LLC, or 3i, LP, or Tumim Stone Capital 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 Tumim Stone Capital and indirectly by 3i Management, LLC and 3i, LP.

Plan of distribution 6 changes

The shares of Common Stock offered by this prospectus are being offered by the selling stockholder, 3i, LP, or 3i. Tumim Stone Capital. The shares may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of Common Stock offered by this prospectus could be effected in one or more of the following methods:

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

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 The selling stockholder has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by 3i the selling stockholder 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 Tumim Stone Capital Equity Financing were approximately $141,136.

The selling stockholder has represented to us that at no time prior to the date of the 3i respective purchase agreement has 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. The selling stockholder has agreed that during the term of the 3i respective purchase agreement, neither 3i, the selling stockholder, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

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Where You Can Find More Information 1 change

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4,407,334 3,000,000 Shares of Common Stock

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Exhibits 1 change

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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 Amended and Restated Common Stock Purchase Agreement, dated July 29, 2025, June 11, 2026, by and between Capstone Holding Corp. and 3i, LP Tumim Stone Capital, LLC 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 6/12/2026 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, May 14, 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 Tumim Stone Capital, LLC 10.35 6/9/2025 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.

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