Capstone Holding Corp. (CAPS) Form S-1 — Oct 30, 2026
Capstone Holding Corp. (CAPS) filed an S-1 registering up to 333,333 shares of common stock for resale by Tumim Stone Capital under its $20 million equity line purchase agreement, with the company receiving no proceeds from the resale itself but able to draw up to $18.3 million more in working capital at a discount (greater of lowest trade price or 90% of VWAP) via placement agent Joseph Gunnar at a 7.0% fee.
Key figures
- Debt Amount
- 3i, LP convertible note (conversion price $8.85 post-split, matured Oct 22, 2026, partially converted at alternate price post-Event of Default)
- Gross Proceeds
- up to $18.3 million remaining under Tumim Purchase Agreement; $1.7 million drawn June 2025-Oct 2026
- Offering Price
- $2.73 (closing price Oct 29, 2026); equity line purchase price = greater of lowest trade or 90% of VWAP
- Shares Offered
- 333333
- Shares Outstanding
- 923635
- Filing fee
- $79.60
- Net revenue 2025
- $46.9 million
- Mvls market value
- ~$2.5 million (vs $5 million Nasdaq MVLS threshold)
- Net revenue h1 2026
- $34.1 million vs $20.8 million prior year period
- Placement agent fee
- 7.0% of gross proceeds
- Reverse split ratio
- 1-for-30
- Registration expenses
- $25,080
- Equity line commitment
- $20,000,000
- Net tangible book deficit
- $(7.8) million
- Shares outstanding pre offering
- 923635
- Dilution per share new investors
- $11.28
- Shares outstanding post offering
- 1256968
AI analysis
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