Form 8-K
8-K — Capstone Holding Corp.
Accession: 0001437749-26-022686
Filed: 2026-07-06
Period: 2026-07-02
CIK: 0000887151
SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — caps20260706_8k.htm (Primary)
EX-10.1 — EXHIBIT 10.1 (ex_984565.htm)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 2, 2026
CAPSTONE HOLDING CORP.
(Exact name of registrant as specified in its charter)
Delaware
001-33560
86-0585310
(State or other jurisdiction
of incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
18400 76th Avenue
Tinley Park, IL 60477
(Address of principal executive offices)
Registrant’s telephone number, including area code: (708) 371-0660
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0005 par value
CAPS
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on June 11, 2026, Capstone Holding Corp. (the “Company”) entered into an Amended and Restated Common Stock Purchase Agreement (the “A&R Purchase Agreement”), with an accredited investor (the “Investor”) pursuant to which the Company has the right, but not the obligation, to sell to the Investor up to $20,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock, $0.0005 par value per share (“Common Stock”), with each purchase capped at the lesser of 1,000,000 shares or 25% of trading volume during such valuation period.
The A&R Purchase Agreement has two time-bracketed purchase options: (i) a Pre-Market VWAP Purchase, where the Company delivers notice between 6:00 a.m. and 9:00 a.m. ET and the valuation period commences at 9:30:01 a.m., and (ii) an Intraday VWAP Purchase, where the Company delivers notice between 9:00:01 a.m. and 3:30 p.m. ET and the valuation period begins at the later of 9:30:01 a.m. ET or when the Investor acknowledges the notice. The valuation period for each Pre-Market VWAP Purchase and Intraday VWAP Purchase runs until the earliest of (x) 4:00:02 p.m. ET on such purchase date, (y) the time at which the sale price of the Common Stock falls below the applicable minimum price threshold, and (z) the time at which the aggregate trading volume during such valuation period equals or exceeds the applicable volume threshold.
On July 2, 2026, the Company and the Investor entered into an amendment to the A&R Purchase Agreement (the “Amendment to A&R Purchase Agreement”), to amend the VWAP Purchase Price (as defined in the A&R Purchase Agreement) to be equal to the greater of (i) the lowest price per share at which the Common Stock traded on the Nasdaq Capital Market during the applicable valuation period and (ii) excluding the Excluded Prints, ninety percent (90%) of the volume-weighted average price during the applicable valuation period.
The Excluded Prints are defined, with regard to the Common Stock, as (i) the opening or first purchase at or following the official open of the primary trading session and (ii) the last or closing sale at or prior to the official close of the primary trading session.
In addition, the Amendment to A&R Purchase Agreement replaced the 4:00:02 p.m. time in the valuation period definitions with 3:59:59 p.m.
The foregoing description of the Amendment to A&R Purchase Agreement is qualified in its entirety by reference to the full text of such agreement filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Exhibits
10.1
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
104
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1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 6, 2026
Capstone Holding Corp.
By:
/s/ Matthew E. Lipman
Name:
Matthew E. Lipman
Title:
Chief Executive Officer
2
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: ex_984565.htm · Sequence: 2
ex_984565.htm
Exhibit 10.1
FIRST AMENDMENT TO AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), is entered into as of July 2, 2026, by and between Capstone Holding Corp., a Delaware corporation (the “Company”), and Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”).
WHEREAS:
A. The Company and Investor executed and delivered that certain Amended and Restated Common Stock Purchase Agreement, dated as of June 16, 2026 (the “Purchase Agreement”); and
B. The Company and Investor wish to amend the Purchase Agreement in certain respects.
NOW THEREFORE, the Company and the Investor severally (and not jointly) hereby agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
2. AMENDMENT.
a. The second sentence of Section 3.1(b) of the Purchase Agreement (defining the Pre-Market VWAP Purchase Valuation Period) shall be amended by replacing “4:00:02 p.m.” in clause (i) thereof with “3:59:59 p.m.”
b. The last sentence of Section 3.1(b) of the Purchase Agreement shall be deleted and replaced with the following sentence: “The VWAP Purchase Price for each Pre-Market VWAP Purchase shall be equal to the greater of: (i) the lowest price per share at which the Common Stock traded on the Trading Market during the applicable Pre-Market VWAP Purchase Valuation Period and, (ii) excluding the Excluded Prints, ninety percent (90%) of the VWAP of the Common Stock during the applicable Pre-Market VWAP Purchase Valuation Period, subject to the Minimum Price Threshold provisions set forth in Section 3.1(e).”
c. The second sentence of Section 3.1(c) of the Purchase Agreement (defining the Intraday VWAP Purchase Valuation Period) shall be amended by replacing “4:00:02 p.m.” in clause (x) thereof with “3:59:59 p.m.”
d. The last sentence of Section 3.1(c) of the Purchase Agreement shall be deleted and replaced with the following sentence: “The VWAP Purchase Price for each Intraday VWAP Purchase shall be equal to the greater of: (i) the lowest price per share at which the Common Stock traded on the Trading Market during the applicable Intraday VWAP Purchase Valuation Period and, (ii) excluding the Excluded Prints, ninety percent (90%) of the VWAP of the Common Stock during the applicable Intraday VWAP Purchase Valuation Period, subject to the Minimum Price Threshold provisions set forth in Section 3.1(e).”
e. Annex I of the Purchase Agreement shall be amended to include “Excluded Prints” as a defined term as follows:
“Excluded Prints” means, with respect to any VWAP Purchase Date, (i) the opening or first purchase of Common Stock at or following the official open of the primary (or “regular”) trading session that is reported in the consolidated system on such VWAP Purchase Date and (ii) the last or closing sale of Common Stock at or prior to the official close of the primary (or “regular”) trading session that is reported in the consolidated system on such VWAP Purchase Date.
f. The definition of “VWAP Purchase Price” in Annex I of the Purchase Agreement shall be deleted and replaced in full with the following:
“VWAP Purchase Price” means with respect to a VWAP Purchase made pursuant to Section 3.1, the purchase price per Share to be purchased by the Investor in such VWAP Purchase equal to the greater of: (i) the lowest price per share at which the Common Stock traded on the Trading Market during the applicable VWAP Purchase Valuation Period for such VWAP Purchase and, (ii) excluding the Excluded Prints, ninety percent (90%) of the VWAP of the Common Stock during the applicable VWAP Purchase Valuation Period for such VWAP Purchase, subject to the Minimum Price Threshold provisions set forth in Section 3.1(e) (to be appropriately adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction).
3. GOVERNING LAW; MISCELLANEOUS.
a. Choice of Law/Jurisdiction. This Amendment shall be governed by and construed in accordance with the laws provided for in the Purchase Agreement. Any action brought by either Party against the other concerning the transactions contemplated by the Purchase Agreement or this Amendment, or any other agreement, certificate, instrument or document contemplated hereby or thereby, shall be brought and enforced in the venue provided for the Purchase Agreement.
b. Recitals. The recitations set forth in the preamble of this Amendment are true and correct and incorporated herein by this reference.
c. Effect on Purchase Agreement. Except as expressly amended by this Amendment, all of the terms and provisions of the Purchase Agreement shall remain and continue in full force and effect after the execution of this Amendment, are hereby ratified and confirmed, and incorporated herein by this reference.
d. Counterparts; Signatures by Facsimile. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party. This Amendment, once executed by a Party, may be delivered to the other Party hereto by facsimile or e-mail transmission of a copy of this Amendment bearing the signature of the Party so delivering this Amendment.
e. Construction; Headings. This Amendment shall be deemed to be jointly drafted by the Company and the Investor and shall not be construed against any person as the drafter hereof. The headings of this Amendment are for convenience of reference only and shall not form part of, or affect the interpretation of, this Amendment.
f. Severability. In the event that any provision of this Amendment is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.
2
g. Entire Agreement; Amendments. The Purchase Agreement, this Amendment, the Transaction Documents and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Amendment may be waived or amended other than by an instrument in writing signed by the majority in interest of the Investor.
h. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing as provided in the Purchase Agreement.
i. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties and their successors and assigns.
j. Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
k. No Strict Construction. The language used in this Amendment will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any Party.
l. Prospective Effectiveness. The amendments set forth in Section 2 of this Amendment shall apply solely to VWAP Purchase Notices delivered by the Company to the Investor on or after the date of this Amendment. Any VWAP Purchase Notice delivered prior to the date of this Amendment, and any VWAP Purchase for which settlement has not yet occurred as of the date of this Amendment, shall continue to be governed by the terms of the Purchase Agreement as in effect immediately prior to the effectiveness of this Amendment.
m. Conforming Exhibits. The parties acknowledge and agree that Exhibit B (Form of VWAP Purchase Notice) and Exhibit C (Form of VWAP Purchase Confirmation) to the Purchase Agreement shall be deemed amended and conformed to reflect the pricing, calculation and Valuation Period mechanics as amended by Section 2 of this Amendment, including the revised VWAP Purchase Price formula, the 3:59:59 p.m. Valuation Period end time, and any Excluded Prints references, and the Parties shall cooperate in good faith to prepare updated forms reflecting such amendments.
[Signature Page Follows]
3
IN WITNESS WHEREOF, the undersigned Investor and the Company have caused this Amendment to be duly executed as of the date first above written.
COMPANY:
CAPSTONE HOLDING CORP.
By:
/s/ Matthew Lipman
Name: Matthew Lipman
Title: Chief Executive Officer
INVESTOR:
TUMIM STONE CAPITAL, LLC
By: 3i Management, LLC, its Manager
By:
Maier Joshua Tarlow
Name: Maier Joshua Tarlow
Title: Manager
[Signature Page to Amendment to Amended and Restated Common Stock Purchase Agreement]
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