Form 8-K

8-K — Capstone Holding Corp.

Accession: 0001213900-26-044558

Filed: 2026-04-16

Period: 2026-04-16

CIK: 0000887151

SIC: 5030 (WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0286673-8k_capstone.htm (Primary)

EX-10.1 — CONVERSION PRICE VOLUNTARY ADJUSTMENT NOTICE DATED APRIL 16, 2026 (ea028667301ex10-1.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):

April 16, 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.)

5141 W. 122nd Street

Alsip, IL 60803

(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, par value $0.0005 per share

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 July 29, 2025, Capstone Holding Corp. (the “Company”) entered into a securities purchase agreement (the “Purchase

Agreement”) with an institutional investor (the “Buyer”), pursuant to which the Company authorized the issuance

of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued

with a 8.34% original issue discount (each, a “Convertible Note”). The first Convertible Note was issued in the original

principal amount of approximately $3,272,966 (the “July 2025 Convertible Note”), and the second Convertible Note was

issued in the original principal amount of approximately $3,545,712.42 (the “October 2025 Convertible Note”). The

Convertible Notes are convertible into shares of common stock, $0.0005 par value per share (the “Common Stock”) in

certain circumstances in accordance with the terms of the Convertible Notes, with the July 2025 Convertible Note having an initial conversion

price per share of $1.72 (subsequently reduced to $0.75) and the October 2025 Convertible Note having a conversion price of $1.10 (subsequently

reduced to $0.75 for a certain amount of the principal) (the “Conversion Price)”.

Pursuant to the effective

registration statements on Form S-1 (File Nos. 333-289222 and 333-291041), the Company registered a total of 8,388,336 shares of Common

Stock issuable upon conversion of the Convertible Notes.

As of April 16, 2026, the

principal balance of the October 2025 Convertible Note is $1,863,471.69. On that date, pursuant to Section 7(h) of the October 2025 Convertible

Note, the Company and the Buyer agreed, pursuant to a Conversion Price Voluntary Adjustment Notice signed by both parties, to reduce the

Conversion Price to $0.57 with regard to $500,000 of the principal amount that previously had a $1.10 conversion price.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Exhibits

10.1

Conversion Price Voluntary Adjustment Notice dated April 16, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 16, 2026

Capstone Holding Corp.

By:

/s/ Matthew E. Lipman

Name:

Matthew E. Lipman

Title:

Chief Executive Officer

EX-10.1 — CONVERSION PRICE VOLUNTARY ADJUSTMENT NOTICE DATED APRIL 16, 2026

EX-10.1

Filename: ea028667301ex10-1.htm · Sequence: 2

Exhibit 10.1

April 16, 2026

3i, LP

2 Wooster Street, 2nd Floor,

New York, New York 10013.

Attn: Maier Joshua Tarlow, Manager of 3i Management, LLC, the general partner of 3i, LP

Re:

Conversion Price Voluntary Adjustment Notice

Dear Sirs:

Reference is made to (a) that

certain Securities Purchase Agreement dated as of July 29, 2025 (the “Purchase Agreement”) between Capstone Holding

Corp. (the “Company”) and the purchaser identified therein (the “Investor”), (b) that certain convertible

note in the original principal amount of approximately $3,545,712.42 with a 8.34% original issue discount issued to the Investor (the

“Note”, and (c) the other transaction documents, as modified from time to time, referred to collectively, as the “Transaction

Documents”. Capitalized terms used but not defined herein shall have the meanings given to them in the Purchase Agreement, or

if not defined therein, in the Note, or if not defined therein, in the applicable Transaction Document, in each case as of the date hereof.

This letter agreement (this

“Letter Agreement”) confirms our recent discussions about, among other matters, certain modifications to the Note.

Pursuant to Section 7(h) of

the Note, starting on April 16, 2026 through the Maturity Date of the Note, the Company hereby reduces the Conversion Price of the Note

to $0.57 with regard to $500,000 of the principal amount of the Note. Any conversion which occurs shall be voluntary

at the election of the Investor, which shall evidence its election as to the Note being converted in writing on a conversion notice.

This Letter Agreement is a

Transaction Document and is limited as written. As of the date first written above, each reference in the Purchase Agreement or any other

applicable Transaction Document to “this Agreement,” “hereunder,” “hereof,” “herein,”

or words of like import, and each reference in the other Transaction Documents to such Purchase Agreement or other Transaction Documents

(including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall

refer to the Purchase Agreement as modified thereby, and this Letter Agreement and the Purchase Agreement shall be read together and construed

as a single agreement. The execution, delivery and effectiveness of this Letter Agreement shall not, except as expressly provided herein,

(A) waive or modify any right, power or remedy under, or any other provision of, any Transaction Document or (B) commit or otherwise obligate

the Investor to enter into or consider entering into any other amendment, waiver or modification of any Transaction Document.

All communications and notices

hereunder shall be given as provided in the Transaction Documents. This Letter Agreement (a) shall be governed by and construed in accordance

with the law of the State of New York, (b) is for the exclusive benefit of the parties hereto and the beneficiaries of the Purchase Agreement

and, together with the other Transaction Documents, constitutes the entire agreement of such parties, superseding all prior agreements

among them, with respect to the subject matter hereof, (c) may be modified, waived or assigned only in writing and only to the extent

such modification, waiver or assignment would be permitted under the Transaction Documents (and any attempt to assign this Letter Agreement

without such writing shall be null and void), (d) is a negotiated document, entered into freely among the parties upon advice of their

own counsel, and it should not be construed against any of its drafters and (e) shall survive the satisfaction or discharge of the amounts

owing under the Transaction Documents. The fact that any term or provision of this Letter Agreement is held invalid, illegal or unenforceable

as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms

or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction

or as applied to any person.

This Letter Agreement is expressly conditioned

on the following conditions precedent:

●

The Company’s Board of Directors shall have approved this Letter Agreement and all undertakings thereto in all respects and shall provide written evidence of the same to the Investors by April 16, 2026; and

●

The Company shall have verified and confirmed with its transfer agent that there are no impediments to the issuance of shares as a result of this Letter Agreement.

Kindly confirm your agreement

with the above by signing in the space indicated below and by PDFing a partially executed copy of this letter to the undersigned, and

which may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the

same agreement.

Very truly yours,

Capstone Holding Corp.

By:

/s/ Matthew Lipman

Name:

Matthew Lipman

Title:

Chief Executive Officer

AGREED AND ACCEPTED:

3i, LP

By: 3i Management LLC, As General Partner

By:

/s/ Maier J. Tarlow

Name:

Maier J. Tarlow

Title:

Manager

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