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Current Report · Items 1.01, 9.01 · 8-K
Capstone Holding Corp.
CAPSNASDAQEQUITYCurrent
Entry into a Material Definitive Agreement
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 agg…
Company context
We are an “emerging growth company” as defined in Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As an emerging growth company, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to: (1) presenting only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure in this prospectus; (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”); (3) having reduced disclosure obligations regarding executive compensation; (4) being exempt from the requirements to hold a non-binding advisory vote on executive compensation or to seek stockholder approval of any golden parachute payments not previously approved; and (5) not being required to adopt certain accounting standards applicable to public companies until those standards would otherwise apply to private companies.
Current securities
Registered securities in this filing
CAPSTONE HOLDING CORP. · 8-K · Filed 2026-07-06
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
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.