Capstone Holding registers 333,333 shares for sale

Cover page 10 changes

As filed with the Securities and Exchange Commission on June 26, October 30 , 2026.

17 unchanged paragraphs

Tinley Park, IL 60477

23 unchanged paragraphs

DATED: JUNE 26, 2026

DATED: October 30 , 2026

1 unchanged paragraph

3,000,000 333,333 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 3,000,000 333,333 shares of common stock, par value $0.0005 per share (the "Common Stock"), of Capstone Holding Corp., a Delaware Nevada corporation (the "Company," "we," "us," "our"), consisting of 3,000,000 333,333 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, as amended on July 2, 2026.

Unless otherwise indicated, the share and per share amounts in this prospectus give effect to the 1-for-30 reverse stock split of our Common Stock, which took effect on October 19, 2026. See "Recent Developments" in the Prospectus Summary.

4 unchanged paragraphs

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, 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.

Shares of our Common Stock are listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "CAPS". On June 25, October 29, 2026, the closing sale price of our Common Stock was $0.2351 $2.73 per share.

2 unchanged paragraphs

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 in any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

12 unchanged paragraphs

Prospectus summary 15 changes

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, 2025 and 2024 are sometimes referred to herein as fiscal years 2025 and 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 Nevada corporation, and its subsidiaries.

1 unchanged paragraph

Instone, founded over 30 years ago, is the largest wholesale distributor of thin veneer masonry products in the United States, operating from five four 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 three 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.

3 unchanged paragraphs

Deep Team. A significant portion of Capstone's voting power is controlled by Brookstone Partners, a private equity group with 25 years of deep expertise in building products investment. Brookstone Partners is controlled by Matthew Lipman, our chief executive officer, a member of our board of directors, and Michael Toporek, the chairman of our board. The Capstone leadership team includes seasoned operating executives and building products acquisition and investment professionals. Capstone's leadership team includes its Lead Independent Director, Charles "Chuck" Dana. Mr. Dana spent 19 years at Owens Corning, a leading building materials company. At Owens Corning, Mr. Dana held various positions including Controller, President Global Composites and then Group President Building Materials. In addition, from Instone's revenues were approximately $32.2 million when the Company's acquisition of Company acquired Instone in April 2020. through December 31, The Company's net sales were approximately $46.9 million for 2025, Instone's revenues have increased including Carolina Stone and CSI from approximately $32.2 their acquisition dates, and $34.1 million to approximately $44.2 for the six months ended June 30, 2026, compared with $20.8 million for the six months ended June 30, 2025. In February 2008, a Brookstone Partners affiliate invested $8.8 million in Woodcrafter's Home Products Holdings LLC. Brookstone's team worked with Woodcrafter's management to grow earnings and Brookstone completed the sale of all of its interests in Woodcrafter's for $32 million in December 2013. The ability to identify, acquire and integrate acquisition candidates is a critical skill set to augment the operating expertise that drives organic growth. The current operating company has successfully executed multiple acquisitions and integrations, laying a solid foundation for continued expansion.

10 unchanged paragraphs

Growth Premium. As Capstone continues to scale, growing its EBITDA, we anticipate benefiting from valuation premiums associated with increased size. This growth, coupled with consistent earnings performance, organic revenue growth that has outpaced the building products market, is expected to drive substantial shareholder value and enhance our market positioning.

1 unchanged paragraph

Fraser Canyon Holdings Inc. / Canadian Stone Industries . On December 1, 2025, through its indirect subsidiary Instone Canada Corp., the Company acquired 100% of the outstanding equity interests of Fraser Canyon Holdings, Inc. ("FCHI") and substantially all assets of Continental Stone Industries, Inc. ("CSIA"), collectively the CSI business. FCHI is the parent company of Canadian Stone Industries Partnership ("CSIP"), Canadian Stone Industries Inc. ("CSII"), and CSIA, which together distribute natural and manufactured stone products wholesale from locations in Langley, British Columbia, North York, Ontario, and San Leandro, California. Effective at the closing of the CSI acquisition, the San Leandro, California operations were integrated into Instone's U.S. distribution network; the CSI business today operates from two locations in British Columbia and Ontario. The purchase consideration for the combined Fraser Canyon Acquisition consisted of: (i) C$6,200,000 in cash (approximately US$4,447,000 at the closing-day exchange rate of US$1.00 = C$1.3943), of which approximately US$459,000 (C$647,000) represented the Continental Cash Purchase Price paid by TotalStone, LLC for the CSIA Asset Purchase, less a working capital reduction of C$473,189 (approximately US$339,000) that reduced the Cash Purchase Price payable to the FCHI sellers; (ii) a First SPA Note in the principal amount of C$1,600,000 (approximately US$1,148,000), maturing March 31, 2027; (iii) a Second SPA Note in the principal amount of C$2,000,000 (approximately US$1,434,000), maturing December 1, 2028; and (iv) contingent earn-out consideration of up to C$3,000,000 (approximately US$2,152,000) based on Average EBITDA during the 2026-2027 and 2027-2028 measurement periods. The acquisition-date fair value of the contingent earn-out consideration, as determined with the assistance of Loop Capital, was approximately US$100,000 and is reflected in the purchase price allocation (see Note 4 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025). The seller notes, working capital adjustment, and earn-out provisions relate solely to the FCHI Share Purchase. U.S. dollar amounts have been translated from Canadian dollars at the closing-day exchange rate of US$1.00 = C$1.3943. This acquisition marked the Company's entry into the Canadian market and the U.S. West Coast, and is reported within the Company's Instone/TotalStone segment. FCHI reported net revenue of $16.4 US$16.4 million for the year ended December 31, 2024.

Carolina Stone Holdings, LLC . On August 22, 2025, through its indirect subsidiary CS Purchase Holdings, LLC, the Company acquired 100% of the membership interests of Carolina Stone Holdings, LLC ("CSH"). CSH, together with its subsidiary Carolina Stone Distributors, LLC, operates a stone distribution and installation business under the trade name "Carolina Stone Products" in the Raleigh-Durham, and Charlotte and Wilmington, North Carolina markets. The aggregate purchase consideration consisted of (i) $2,625,000 in cash, subject to a working capital adjustment, (ii) a seller note in the original principal amount of $1,250,000, and (iii) contingent earn-out consideration of up to $825,000 (acquisition-date fair value of approximately $250,000), payable based on Carolina Stone's achievement of specified Adjusted EBITDA thresholds during the fiscal years ending December 31, 2025, 2026, and 2027. The final working capital true-up resulted in additional cash consideration of $76,500 paid at closing and $200,000 released from holdback in December 2025, plus and $56,047 added to the seller note principal. for Total cash consideration of $2,758,000. was $2,701,500. Aggregate purchase consideration, including the earn-out at fair value, was approximately $4.2 million. The acquisition was financed in part with proceeds from the Company's convertible note facility. Carolina Stone's operations include both wholesale distribution and professional stone installation services for residential, commercial, and multi-family construction projects, and are reported in the Company's Carolina Stone segment.

14 unchanged paragraphs

On October 9, 2026, we changed our state of incorporation from Delaware to Nevada by merging into our wholly owned subsidiary, Capstone Holding Corp., a Nevada corporation, which survived the merger. Our stockholders approved the reincorporation at our annual meeting held on November 18, 2025. Each outstanding share of our Common Stock, Series B Preferred Stock and Series Z 8% Non-Convertible Preferred Stock converted into one share of the same class or series of the Nevada corporation. Our name, ticker symbol and principal executive offices did not change. The rights of our stockholders are now governed by Nevada law and by our articles of incorporation and bylaws. Those rights differ in some respects from the rights our stockholders had under Delaware law. The market effective date of the reincorporation was October 15, 2026.

On October 15, 2026, we announced a 1-for-30 reverse stock split of our Common Stock, which our stockholders authorized at our annual meeting held on June 18, 2026. The reverse stock split took effect at 12:01 a.m. Eastern Time on October 19, 2026. Our Common Stock began trading on a split-adjusted basis at the open of trading that day under the symbol "CAPS" and the new CUSIP number 14068E307. Every 30 shares of Common Stock issued and outstanding were combined into one share. No fractional shares were issued. Holders who would otherwise have received a fractional share will receive cash based on the $2.72 closing price of our Common Stock on Nasdaq on the effective date of the reverse stock split. The number of authorized shares of Common Stock remains 50,000,000, and the par value remains $0.0005 per share. Unless otherwise indicated, the share and per share amounts in this prospectus give effect to the reverse stock split. The documents incorporated by reference in this prospectus that were filed before the reverse stock split do not give effect to it.

Under the terms of our senior secured convertible note issued to 3i, LP in October 2025, the reverse stock split increased the conversion price of the note from $0.2949 to $8.85 per share. If the note is still outstanding on November 10, 2026, the sixteenth trading day after the reverse stock split took effect, the conversion price will be reduced to the average of the five lowest daily volume-weighted average prices of our Common Stock during the fifteen consecutive trading days ending on the trading day before that date, if that average is lower than the conversion price then in effect. The note matured on October 22, 2026. We are in discussions with 3i, LP regarding an extension of the maturity date. However, no agreement has been reached, and there can be no assurance that we will be able to reach an agreement with 3i, LP on terms acceptable to us, or at all. Under the terms of the note, the failure to repay the outstanding amounts upon maturity will constitute an Event of Default (as defined in the note) on the sixth trading day following the maturity date. Upon the occurrence of an Event of Default, 3i, LP may exercise its rights and remedies under the note and related transaction documents, including delivering a conversion notice or redemption notice or initiating foreclosure proceedings against our assets securing the note. 3i, LP has treated an Event of Default as having occurred and has converted part of the note at the alternate conversion price that applies after an Event of Default, which is 90 percent of the lowest daily volume-weighted average price of our Common Stock in the ten trading days before conversion. 3i, LP has not demanded payment of the note. If we are unable to obtain an extension or otherwise satisfy our obligations under the note, 3i, LP may exercise its rights and remedies at any time following the occurrence of an Event of Default, which could result in substantial dilution to our existing stockholders, significant cash payment obligations, or the loss of assets securing the note.

4 unchanged paragraphs

We could remain an emerging growth company until the earliest to occur of: (1) the end of the 2030 fiscal year (the end of the fiscal year following the fifth anniversary of the 2025 offering in connection with which our common stock began trading on Nasdaq); (2) the first last day of the fiscal year after in which our annual gross revenues are $1.235 billion or more; (3) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt securities; or (4) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have taken advantage of reduced disclosure regarding executive compensation arrangements and the presentation of certain historical financial information in the information incorporated by reference in this prospectus, and we may choose to take advantage of some but not all of these reduced disclosure obligations in future filings. If we do, the information that we provide to our stockholders may be different from what you might get from other public companies in which you hold stock.

2 unchanged paragraphs

Capstone Holding Corp., formerly known as Capstone Therapeutics Corp. and OrthoLogic Corp., was incorporated in Delaware in 1987 as a domestic corporation, with formal name changes in February 2022 and May 2010, respectively, and reincorporated in Nevada on October 9, 2026. The Company's principal executive offices are located at 18400 76th Avenue, Tinley Park, IL 60477 and the telephone number is (708) 371-0660.

1 unchanged paragraph

Up to 3,000,000 333,333 shares of our Common Stock, assuming the issuance of 3,000,000 333,333 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, as amended on July 2, 2026.

1 unchanged paragraph

15,203,173 923,635 shares of Common Stock.

1 unchanged paragraph

18,203,173 1,256,968 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 $18.3 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. Based on the closing price of $2.72 on October 19, 2026, the issuance and sale of the remaining 379,450 registered shares would result in gross proceeds of approximately $1.0 million before deducting placement agent fees. See section entitled " Use of Proceeds ".

4 unchanged paragraphs

Risk factors 19 changes

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, 2025 (the " Annual Report " ) and our quarterly report on Form 10-Q for the quarter ended June 30, 2026, which section is sections are 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.

3 unchanged paragraphs

Further, other than the restrictions on variable rate transactions in the Tumim Purchase Agreement, which apply until June 11, 2027, 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.

1 unchanged paragraph

We may receive an additional $3,750,000 gross proceeds from the issuances of 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 convertible notes equal to $4,091,207 (for gross proceeds of $3,750,000) pursuant to the 3i Purchase Agreement, 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.

2 unchanged paragraphs

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 until July 1, 2027, when the registration statement of which this prospectus forms a part, Tumim Purchase Agreement terminates automatically unless it is terminated earlier, 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 5,190,251 273,008 shares of our Common Stock (including 7,168 commitment shares) have been registered for resale by the selling stockholder previously and 3,000,000 333,333 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 7,975,197 599,173 shares, which reflects the number of shares registered hereunder and in the June 2025 and June 2026 registration statement statements (excluding the 215,054 7,168 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 7,975,197 599,173 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. On July 9, 2025, stockholders holding approximately 73.45% of the voting power of our voting stock approved by written consent, for purposes of Nasdaq Listing Rule 5635(d), the issuance of 20% or more of our outstanding Common Stock under the Tumim Purchase Agreement.

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 4,975,197 265,840 shares registered in June 2025 and June 2026, among which 1,752,148 219,723 shares have been issued through the most recent purchase on June 18, October 22, 2026, and 3,000,000 333,333 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.

2 unchanged paragraphs

We currently intend to use the proceeds from any issuance of Common Stock pursuant to the 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 Common Stock pursuant to the Tumim Purchase Agreement, if any, in ways our stockholder 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.

4 unchanged paragraphs

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 stockholder. 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 the Tumim Stone Capital Equity Financing, Purchase Agreement, together with conversions of 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 On August 7, 2026, stockholders holding a substantial number majority of shares the voting power of our Common outstanding voting stock in the public market, or approved by written consent the perception that such sales may occur, could adversely affect settlement of the price remaining shares of our Common Series Z 8% Non-Convertible Preferred Stock We cannot predict and accrued management fees payable to Brookstone Partners IAC, Inc., an entity affiliated with Matthew Lipman, our chief executive officer, and Michael Toporek, the effect, if any, that market sales chairman of those our board of directors, pursuant to the management agreement between TotalStone, LLC and Brookstone Partners IAC, Inc., through one or more exchanges for up to 525,000 shares of Common Stock or in the availability aggregate, at a price per share equal to 103% of those shares for sale will have on the market Nasdaq Official Closing Price of our Common Stock. on the trading day immediately preceding each exchange, at any time on or prior to August 7, 2027.

Pursuant to the management agreement, Brookstone provides annual consulting services totaling $400.0 thousand billed quarterly. The agreement also provides for an additional management fee equal to 5% of earnings before interest, taxes, depreciation, and amortization (EBITDA) in excess of $4.0 million, plus a special services fee in cash equal to two percent (2%) of total consideration of any acquisition of a majority of the equity interests of any entity. There were no management fees expensed for the six months ended June 30, 2026 and $200.0 thousand for the six months ended June 30, 2025, and are included in selling, general and administrative expenses.

No exchange agreement has been executed and no shares have been issued in any such exchange. Any such exchange will not be effected before a definitive information statement on Schedule 14C has been mailed to stockholders and the applicable waiting period has elapsed. Any shares of Common Stock issued in such exchanges would further dilute our stockholders. 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.

1 unchanged paragraph

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

Our unaudited financial statements for the quarter ended March 31, June 30, 2026 include disclosure that certain conditions, including our recurring losses, negative working capital accumulated deficit and upcoming near-term debt maturities, raise initially indicated that substantial doubt existed about our ability to continue as a going concern within one year. While management believes has concluded that its operating plans and available liquidity, resources, in the aggregate and 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.

1 unchanged paragraph

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 did not regain compliance by July 6, 2026. On July 8, 2026, Nasdaq notified us that we are eligible for an additional 180 calendar day period, or until January 4, 2027, 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 Our 1-for-30 reverse stock split we cannot assure you under that the requisite authorization will be obtained, that any reverse took effect on October 19, 2026. Our Common Stock split will be effected has closed at or if effected, above $1.00 on every trading day since then, but Nasdaq has not yet confirmed that we have regained compliance. We cannot assure you 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.

Nasdaq has adopted a new minimum market value requirement for continued listing that could apply to us.

In July 2026, the SEC approved new Nasdaq continued listing standards that require automatic delisting if the market value of a company's listed securities remains below $5 million for 30 consecutive business days (the "MVLS Rule"). The new MVLS Rule eliminates any cure period, precludes any automatic stay of suspension pending an appeal, and results in an immediate trading suspension upon Nasdaq's determination of non-compliance. On July 29, 2026, the SEC stayed the effectiveness of that approval order pending its consideration of notices of intent to petition for review. On September 11, 2026, the SEC granted petitions for review of the approval order and ordered that it remain stayed pending further order of the SEC, and the amendments are not currently operative. On September 25, 2026, Nasdaq filed a rule change, effective on filing, under which the MVLS Rule would become operative only when the stay ends, with the 30 consecutive business days counted from the next business day. Accordingly, it is currently uncertain when the stay will be lifted, or the MVLS Rule delayed, modified, or set aside. If the MVLS Rule becomes effective and the market value of our listed securities remains below $5 million for 30 consecutive business days, Nasdaq would immediately issue a delisting determination and suspend trading in our Common Stock. As of October 29, 2026, the market value of our listed securities was approximately $2.5 million. Our reverse stock split did not, by itself, increase the market value of our listed securities, and any actions we take to address the requirement, including issuances of additional securities, could dilute existing stockholders. If our Common Stock were delisted, the liquidity of our Common Stock and our ability to raise capital, including under the Tumim Purchase Agreement, would be materially impaired.

Use of proceeds 2 changes

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

We may receive up to $20.0 $18.3 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. Based on the closing price of $2.72 on October 19, 2026, the issuance and sale of the remaining 379,450 registered shares would result in gross proceeds of approximately $1.0 million before deducting placement agent fees. We may use the proceeds from sales of our Common Stock to Tumim for working capital and general corporate purposes. 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 5 changes

1 unchanged paragraph

Our net tangible book value represents total tangible assets less total liabilities divided by the number of shares of Common Stock outstanding on March 31, June 30, 2026. As of March 31, June 30, 2026, we had a historical net tangible book value (deficit) of $(9.0) $(7.8) million, or $(0.96) $(15.42) per share of Common Stock.

After giving effect to the issuance of 3,000,000 333,333 shares of our Common Stock to the selling stockholder upon the assumed sale of 3,000,000 333,333 shares of Common Stock under the Tumim Purchase Agreement at an assumed price of $0.57 $2.72 per share, and after deducting placement agent fees and estimated offering expenses payable by us, our as-adjusted net tangible book value (deficit) as of March 31, June 30, 2026 would have been approximately $(7.5) $(7.2) million, or $(0.52) $(8.56) per share. This represents an immediate increase in net tangible book value of $0.27 $6.86 per share to existing stockholders and an immediate dilution of $1.09 $11.28 per share to new investors.

1 unchanged paragraph

Net tangible book deficit value per share as of March 31, June 30, 2026 (0.79 (15.42

Increase in net tangible book deficit value per share attributable to the effects to of this offering $ 0.27 6.86 As-adjusted net tangible book deficit value per share after giving effect to this offering (0.52 (8.56 ) Dilution in net tangible book deficit value per share to new investors $ 1.09 11.28 The calculations above are based on 11,423,707 506,772 shares of our Common Stock outstanding as of March 31, June 30, 2026, and including the following:

1,995,000 66,500 unvested restricted stock awards granted on March 30, 2026.

The Equity Line Financing 8 changes

On May 14, 2025, the Company entered into a common stock purchase agreement (the "Original Purchase Agreement") and a registration rights agreement (the "Registration Rights Agreement") with Tumim Stone Capital, LLC ("Tumim Stone Capital") pursuant to which the Company has the right, but not the obligation, to sell to Tumim Stone Capital, and Tumim Stone Capital is obligated to purchase, up to the lesser of (a) $20,000,000 in aggregate gross purchase price of the Common Stock and (b) the Exchange Cap (as defined in the Original Purchase Agreement) (the "Equity Line Financing"). The Original Purchase Agreement was amended by that certain First Amendment to Common Stock Purchase Agreement, dated as of June 26, 2025, and that certain Second Amendment to Common Stock Purchase Agreement, dated as of July 28, 2025 (collectively, the "Original Agreement"). Unless otherwise indicated, all defined terms not defined in this section have the meanings set forth in the Tumim Purchase Agreement.

1 unchanged paragraph

On July 2, 2026, the Company and Tumim Stone Capital entered into a First Amendment to Amended and Restated Common Stock Purchase Agreement (the "First Amendment"). The First Amendment changed the purchase price for each Pre-Market VWAP Purchase and Intraday VWAP Purchase to the greater of (i) the lowest price per share at which the Common Stock traded during the applicable valuation period and (ii) 90% of the volume-weighted average price of the Common Stock during the applicable valuation period, excluding the opening and closing prints, and moved the end of each valuation period from 4:00:02 p.m. ET to 3:59:59 p.m. ET. The First Amendment applies to VWAP Purchase notices delivered on or after July 2, 2026. Unless otherwise indicated, references in this prospectus to the Tumim Purchase Agreement are to the Tumim Purchase Agreement as amended by the First Amendment.

Under the Tumim Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim Stone Capital up to $20,000,000 in aggregate gross purchase price of newly issued shares of Common Stock at a purchase price equal to 97% the greater of (i) the lowest price per share at which the Common Stock traded during the applicable valuation period and (ii) 90% of the volume-weighted average price during the applicable valuation period, excluding the opening and closing prints, with each purchase capped at the lesser of 1,000,000 33,333 shares or 25% of trading volume during such valuation period (the "Equity Line Securities"). For any purchase, the Company may designate a minimum price threshold, and if the sale price falls below this threshold, the valuation period will immediately terminate. If the Company does not designate a minimum price threshold, the default threshold is 75% of the prior day's closing price for Pre-Market VWAP Purchases or 75% of the last sale price for Intraday VWAP Purchases. A Pre-Market VWAP Purchase valuation period and an Intraday VWAP Purchase valuation period may overlap on the same trading day, though the Company may not deliver a subsequent Intraday VWAP Purchase notice on the same trading day unless any prior Intraday VWAP Purchase valuation period has ended. The Company must deliver purchased shares via DWAC no later than 1:00 p.m. ET on the trading day immediately following the purchase date, and Tumim Stone Capital must pay the aggregate purchase price no later than 5:00 p.m. ET on the trading day immediately following share delivery.

As consideration for Tumim Stone Capital's irrevocable commitment to purchase shares of Common Stock, upon execution of the Original Agreement, the Company issued to Tumim Stone Capital a number of shares of Common Stock equal to $400,000 divided by the lower of (i) the Nasdaq official closing price of its Common Stock on the trading day immediately prior to the Company's initial filing of the June 2025 registration statement, covering the resale of the shares under this prospectus, or (ii) the average Nasdaq official closing price over the five consecutive trading days ending on the trading day immediately prior to such filing (the "Commitment Shares"). In certain circumstances, the Company may become obligated to pay to Tumim Stone Capital a cash fee equal to $400,000 in lieu of issuing such shares of Common Stock, under the terms and subject to the conditions described in the Tumim Purchase Agreement.

1 unchanged paragraph

Pursuant to the registration rights agreement, the Company agreed to file a resale registration statement covering the resale of the Registrable Securities (as defined in the Registration Rights Agreement) with the SEC within 30 calendar days after the date of the registration rights agreement (the "Filing Deadline"), and to use commercially reasonable efforts to cause such resale registration statement to be declared effective by the SEC as soon as reasonably practicable following the filing thereof, no later than (i) with respect to the initial registration statement, the earlier of (A) the seventy-fifth (75th) calendar day after the earlier of (1) the date on which the initial registrations registration statement is filed and (2) the Filing Deadline, if such registration statement is subject to review by the SEC, and (B) the thirtieth (30th) calendar day after the earlier of (1) the date on which the initial registration statement is filed and (2) the Filing Deadline, if the Company is notified by the SEC that such registration statement will not be reviewed; and (ii) with respect to any subsequent registration statements that may be required to be filed by the Company pursuant to the Tumim Purchase Agreement, the earlier of (A) the sixtieth (60th) calendar day following the date on which the Company was required to file such additional registration statement, if such registration statement is subject to review by the SEC, and (B) the thirtieth (30th) calendar day following the date on which the Company was required to file such subsequent registration statement, if the Company is notified by the SEC that such registration statement will not be reviewed.

Joseph Gunnar & Co., LLC (the "Placement Agent") acted as the sole sales agent for the Tumim Stone Capital Equity Line Financing. Pursuant to the placement agency agreement, dated May 15, 2025, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds upon each closing of a drawdown (each, a "Closing") under the Tumim Stone Capital Equity Line Financing and to reimburse up to $15,000 for expenses incurred in connection with the Tumim Stone Capital Equity Line Financing at the initial Closing.

4,975,197 165,840 shares issuable under the Tumim Purchase Agreement were registered in June 2025 and 100,000 shares were registered in June 2026, among which 1,752,148 219,723 shares have been issued through the most recent purchase on June 18, October 22, 2026.

Of the 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, we have received gross proceeds of approximately $1.7 million from June 2025 through October 22, 2026.

Selling Stockholder 5 changes

This prospectus relates to the possible resale from time to time by the selling stockholder, Tumim Stone Capital, of any or all of the shares of Common Stock that may be issued by us to Tumim Stone Capital under the Tumim Purchase Agreement. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled " The 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 Tumim Stone Capital on 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 securities purchase agreement between us and 3i, LP dated July 29, 2025, the Tumim Purchase Agreement and the Registration Rights 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 Tumim Stone Capital.

This prospectus covers the possible resale by the selling stockholder identified in the table below of up to 3,000,000 333,333 shares of Common Stock consisting of 3,000,000 333,333 to be issued as Equity Line Securities (as defined herein), issuable pursuant to the Tumim Purchase Agreement.

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 June 26, October 30, 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.

1 unchanged paragraph

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 15,203,173 923,635 shares of our Common Stock outstanding on June 26, October 29, 2026. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.

5 unchanged paragraphs

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. On July 9, 2025, stockholders holding approximately 73.45% of the voting power of our voting stock approved by written consent, for purposes of Nasdaq Listing Rule 5635(d), the issuance of 20% or more of our outstanding Common Stock under our common stock purchase agreement with Tumim Stone Capital, LLC dated May 14, 2025, which the Tumim Purchase Agreement amended and restated. In the absence of such 4.99% blocker provisions and the Exchange Cap, Tumim Stone Capital would be deemed to have beneficial ownership of 3,003,301 333,333 shares of our Common Stock after the Offering.

2 unchanged paragraphs

Plan of distribution 1 change

15 unchanged paragraphs

The total expenses for the Tumim Stone Capital Equity Line Financing were approximately $141,136. $222,900.

4 unchanged paragraphs

Incorporation of Certain Information by Reference 9 changes

1 unchanged paragraph

Our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 16, 2026, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on April 17, 2026;

Our Quarterly Report on Form 10-Q for the period ended March 31, 2026 filed with the SEC on May 20, 2026, as amended by Amendment No. 1 on Form 10-Q/A filed with the SEC on August 12, 2026;

Our Quarterly Report on Form 10-Q for the period ended June 30, 2026 filed with the SEC on August 12, 2026;

Our Definitive Information Statement on Schedule 14C filed with the SEC on February 12, 2026;

Our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 7, 2026;

Our Definitive Information Statement on Schedule 14C filed with the SEC on September 30, 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 , July 6, 2026 , July 9, 2026 , August 3, 2026 , August 12, 2026 , September 29, 2026 , October 13, 2026 , and October 21, 2026 , and on Form 8-K/A filed with the SEC on February 17, 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.

5 unchanged paragraphs

Tinley Park, IL 60477

You may also access our SEC filings, including the documents incorporated by reference in this prospectus, through our website at www.capstoneholdingcorp.com. The information contained on our website is not incorporated by reference in, or in any way part of, this prospectus.

1 unchanged paragraph

Where You Can Find More Information 1 change

3 unchanged paragraphs

3,000,000 333,333 Shares of Common Stock

2 unchanged paragraphs

Indemnification of Directors and Officers 24 changes

The restated certificate of incorporation, as amended, and the bylaws of the Company provide that the Company shall indemnify its officers, directors and certain others to the fullest extent permitted by the Delaware General Corporation Law ("DGCL"). Section 145 of the DGCL, provides in pertinent part as follows:

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

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

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

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

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

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

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

As permitted by Section 102(b)(7) of the DGCL, the Company's restated certificate of incorporation, as amended, eliminates the personal liability of each of the Company's directors to the Company and its stockholders for monetary damages for breaches of his or her fiduciary duties as a director except that a director shall be liable to the extent provided by applicable law (i) for breach of the director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law or (iv) for any transaction from which the director derived an improper personal benefit.

The articles of incorporation of the Company provide that the Company shall indemnify its directors and officers to the fullest extent permitted by Nevada law and require the expenses of its directors and officers to be paid as they are incurred and in advance of the final disposition of a proceeding, upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified. The articles of incorporation and the bylaws of the Company also permit the Company to indemnify its employees and agents. Section 78.7502 of the Nevada Revised Statutes ("NRS") provides in pertinent part as follows:

A corporation may indemnify pursuant to this subsection any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, (other than except an action by or in the right of the corporation, by reason of the fact that he the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited-liability company, against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him the person in connection with such the action, suit or proceeding if he the person: (a) Is not liable pursuant to NRS 78.138; or (b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his the conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall does not, of itself, create a presumption that the person is liable pursuant to NRS 78.138 or did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, or that, with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his the conduct was unlawful.

A corporation may indemnify pursuant to this subsection any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise or as a manager of a limited-liability company, against expenses, including amounts paid in settlement and attorneys' fees actually and reasonably incurred by him the person in connection with the defense or settlement of such the action or suit if he the person: (a) Is not liable pursuant to NRS 78.138; or (b) Acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation. and except that no Indemnification shall pursuant to this section may not be made in respect of for any claim, issue or matter as to which such a person shall have has been adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court of Chancery or the court in which such the action or suit was brought shall determine or other court of competent jurisdiction determines upon application that despite the adjudication of liability but in view of all the circumstances of the case, such the person is fairly and reasonably entitled to indemnity for such expenses which as the court of Chancery or such other court shall deem deems proper.

Any discretionary indemnification pursuant to this section, unless ordered by a court or advanced pursuant to subsection 2 of NRS 78.751, may be made by the corporation only as authorized in each specific case upon a determination that the indemnification of a director, officer, employee or agent of a corporation is proper under the circumstances. The determination must be made by: (a) The stockholders; (b) The board of directors, by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding; or (c) Independent legal counsel, in a written opinion, if: (1) A majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding so orders; or (2) A quorum consisting of directors who were not parties to the action, suit or proceeding cannot be obtained.

Section 78.751 of the NRS provides in pertinent part as follows:

A corporation shall indemnify any person who is a director, officer, employee or agent to the extent that the person is successful on the merits or otherwise in defense of: (a) Any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, including, without limitation, an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise; or (b) Any claim, issue or matter therein, against expenses actually and reasonably incurred by the person in connection with defending the action, including, without limitation, attorney's fees.

Unless otherwise restricted by the articles of incorporation, the bylaws or an agreement made by the corporation, the corporation may pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified by the corporation. The articles of incorporation, the bylaws or an agreement made by the corporation may require the corporation to pay such expenses upon receipt of such an undertaking. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

The indemnification pursuant to this section and NRS 78.7502 and the advancement of expenses authorized in or ordered by a court pursuant to this section: (a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person's official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any director or officer finally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, and such misconduct, fraud or violation was material to the cause of action. (b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

Unless the articles of incorporation, the bylaws or an agreement made by a corporation provide otherwise, if a person is entitled to indemnification or the advancement of expenses from the corporation and any other person, the corporation is the primary obligor with respect to such indemnification or advancement.

A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such act or omission has occurred.

Section 78.752 of the NRS provides in pertinent part as follows:

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

The other financial arrangements made by the corporation pursuant to subsection 1 may include the following: (a) The creation of a trust fund. (b) The establishment of a program of self-insurance. (c) The securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation. (d) The establishment of a letter of credit, guaranty or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement of expenses or indemnification ordered by a court.

Section 78.138(7) of the NRS provides that, except as otherwise provided in certain other statutes or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless (a) the presumption that the director or officer acted in good faith, on an informed basis and with a view to the interests of the corporation has been rebutted, and (b) it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and that the breach involved intentional misconduct, fraud or a knowing violation of law.

Article 7 of the articles of incorporation of the Company provides that a director has no liability to the Company or its stockholders for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, for conduct violating NRS 78.138(7), or for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.

Recent Sales of Unregistered Securities 4 changes

The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act in the last three years. Except where noted, all of the securities discussed in this Item 15 were all issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. Share amounts and per share prices of Common Stock in this Item 15 give effect to the 1-for-30 reverse stock split.

1 unchanged paragraph

On March 7, 2025, all of TotalStone's outstanding Class B and Class C membership interests were exchanged for 3,782,641 126,088 shares of the Common Stock.

On September 30, 2025, the Company entered into an exchange agreement (the "Exchange Agreement") with BP Peptides, LLC and Brookstone Partners Acquisition XXI Corporation (together, the "Brookstone entities"), entities controlled by Matthew Lipman, the Chief Executive Officer of the Company and Michael Toporek, the Chairman of the Board of Directors. Pursuant to the Exchange Agreement, the Brookstone entities exchanged notes with an aggregate principal and interest amount of approximately $1.94 million for 642,276 642,364 and 825,067 825,168 shares, respectively, of the Company's newly created Series Z 8% Non-Convertible Preferred Stock. The exchange was based on the closing price of the Common Stock on Nasdaq of $1.32 per share (before the reverse stock split) on the day prior to the transaction.

On February 12, 2026, in connection with a letter agreement with 3i, LP, the Company issued warrants to purchase 405,000 13,500 shares of Common Stock at an exercise price of $0.01 $0.30 per share (as adjusted for the reverse stock split).

Exhibits 1 change

1 unchanged paragraph

Agreement and Plan of Merger, dated as of October 8, 2026, by and between Capstone Holding Corp., a Delaware corporation, and Capstone Holding Corp., a Nevada corporation 8-K 2.1 10/13/2026 2.2 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 Articles 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 of Capstone Holding Corp., a Nevada corporation 8-K 3.1 12/31/2024 10/13/2026 3.2 Bylaws of the Company 4.2 06/23/2015 3.3 Amended and Restated Certificate of Designation of Series Capstone Holding Corp., a Preferred Stock, dated June 22, 2015 Nevada corporation 8-K 3.2 10/13/2026 3.3 12/31/2024 3.4 Form of Certificate of Amendment to the Restated Certificate Articles 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 Capstone Holding Corp. effecting the 1-for-30 reverse stock split 8-K 3.1 10/6/2025 10/21/2026 5.1 Opinion of Lucosky Brookman LLP 10.1 Amended and Restated Common Stock Purchase Agreement, dated June 11, 2026, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC 8-K 10.1 6/12/2026 10.2 Registration Rights Agreement, dated May 14, 2025, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC S-1/A 10.35 6/9/2025 10.3 First Amendment to Amended and Restated Common Stock Purchase Agreement, dated July 2, 2026, by and between Capstone Holding Corp. and Tumim Stone Capital, LLC 8-K 10.1 7/6/2026 21.1 List of Subsidiaries 10-K 21.1 12/31/2024 4/16/2026 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.

2 unchanged paragraphs

Undertakings 1 change

18 unchanged paragraphs

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 Tinley Park, Illinois, on June 26, October 30, 2026.

14 unchanged paragraphs