重大事件即時報告 8-K 2026-06-22

Capstone Holding 提交8-K 披露子公司債務重組及股東會批准反向股票分割

AI 繁中摘要

Capstone Holding Corp.（納斯代碼：CAPS）今日提交 8-K 申報，披露多項重大事件，重點包括子公司 TotalStone 的債務重組、股東週年大會投票結果及批准反向股票分割計劃。

📄 **債務修訂**
- **Berkshire Bank / Beacon Bank & Trust 循環信貸協議**：TotalStone 於 2026 年 6 月 17 日簽訂第十六次修訂，將原有循環信貸（最高額 1,150 萬美元）的到期日延長至 2026 年 12 月 31 日。截至 2026 年 3 月 31 日，該信貸未償還餘額約 956 萬美元。
- **Stream Finance 信貸協議**：同日簽訂第四次修訂，將第二份經修訂及重述信貸協議的到期日延長至 2028 年 9 月 30 日。截至 2026 年 3 月 31 日，未償還本金約 258 萬美元，累計及遞延利息約 52.4 萬美元，另有一筆 69.5 萬美元的修訂費應於遞延日支付。

此舉旨在為營運資金提供更充裕的還款時間，但需留意循環信貸將於 2026 年底再次到期。

🗳️ **股東週年大會結果（2026 年 6 月 18 日）**
- **董事選舉**：Class I 董事 Fredric J. Feldman 及 Elwood D. Howse, Jr.（任期一年）分別獲 94.07% 及 93.95% 贊成票；Class II 董事 John M. Holliman, III 及 Gordon Strout（任期兩年）分別獲 93.94% 及 93.90% 贊成票。
- **核數師委任**：通過續聘 GBQ Partners LLC 為 2026 年度獨立註冊會計師事務所，贊成 942.5 萬票，反對 30.2 萬票。
- **反向股票分割**：批准修改公司章程，授權董事會在未來 12 個月內按 1:5 至 1:50 的比例進行反向拆股（實際比例及時間由董事會決定）。贊成 817.2 萬票，反對 192.3 萬票。
- **股票激勵計劃修訂**：批准將 Capstone Holding Corp. 2025 年股票激勵計劃的授權股份上限由每季度首交易日已發行普通股的 21.5% 提高至 35%。贊成 731 萬票，反對 108.2 萬票，券商非投票 169.7 萬票。
- **會議延期**：通過批准延期動議。

📊 **對投資者的潛在影響**
- 反向股票分割若執行，將減少流通股數、推高每股股價，有助於符合納斯達克上市標準，但短期內或引發市場波動。股東需留意最終拆股比例及董事會決策時機。
- 擴大

展開英文正文

caps20260618_8k.htm

false
0000887151

0000887151

2026-06-17
2026-06-17

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): June 17, 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.

Berkshire Bank Credit Agreement

As previously disclosed, on December 20, 2017, TotalStone, LLC (“TotalStone”), a subsidiary of Capstone Holding Corp. (the “Company”), entered into a Revolving Credit, Term Loan and Security Agreement, as amended (the “Revolving Credit Agreement"), with Berkshire Bank, which was subsequently succeeded by Beacon Bank & Trust. Under the Revolving Credit Agreement, TotalStone may borrow up to $11,500,000 under a revolving credit facility for working capital purposes. The outstanding balance under the revolving credit facility was approximately $9,556,086 as of March 31, 2026.

On June 17, 2026, TotalStone entered into the sixteenth amendment to the Revolving Credit Agreement (the “Sixteenth Amendment to the Revolving Credit Agreement”) to extend the maturity date of the Revolving Credit Agreement to December 31, 2026.

Stream Finance Credit Agreement

As previously disclosed, on March 8, 2023, TotalStone entered into the Second Amended and Restated Credit Agreement, as amended (the “Stream Finance Credit Agreement”), with Stream Finance, LLC (“Stream Finance”), as agent. As of March 31, 2026, the Company’s outstanding principal was $2,581,088. As of March 31, 2026, accrued and deferred interest was $524,431. The Company has also accrued an amendment fee of $695,000 payable to Stream Finance on the Deferral Date (as defined in the Stream Finance Credit Agreement).

On June 17, 2026, TotalStone entered into the fourth amendment to the Stream Finance Credit Agreement (the “Fourth Amendment to Stream Finance Credit Agreement”) to extend the maturity date of the Stream Finance Credit Agreement to September 30, 2028.

The foregoing does not purport to be a complete description of the Sixteenth Amendment to the Revolving Credit Agreement and the Fourth Amendment to the Stream Finance Credit Agreement, and such description is qualified in its entirety by reference to the full text of such agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (this “Form 8-K”) and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Form 8-K is incorporated herein by reference into this Item 2.03.

Item 5.07 Submission of Matters to a Vote of Security Holders

On June 18, 2026, the Company held an annual meeting of stockholders (the “Annual Meeting”) virtually.

As of the close of business on April 22, 2026, the record date for the Annual Meeting (the “Record Date”), there were a total of 16,888,500 votes outstanding, consisting of (i) 14,435,905 shares of common stock, (ii) 985,063 shares of Series B Preferred Stock, and (iii) 1,467,532 shares of the company’s Series Z Preferred Stock, each entitled to vote at the Annual Meeting. At the Annual Meeting, a total of 10,060,025 votes, comprised of shares of the Company’s common stock, Series B Preferred Stock and Series Z Preferred Stock, equivalent to approximately 59.57% of the outstanding votes, were represented in person or by proxy at the Annual Meeting, constituting a quorum. The holders of Series Z Preferred Stock were not entitled to vote on Proposal Five. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions and broker non-votes, as to such matters, where applicable, are set forth below.

1. The two nominees for Class I director were elected to serve a one-year term as follows:

Director

Votes For

% Votes For

Votes Withheld

% Votes Withheld

Fredric J. Feldman, Ph.D.

7,903,599

94.07
%

498,185

5.93
%

Elwood D. Howse, Jr.

7,893,504

93.95
%

508,280

6.05
%

2. The two nominees for Class II director were elected to serve a two-year term as follows:

Director

Votes For

% Votes For

Votes Withheld

% Votes Withheld

John M. Holliman, III

7,892,856

93.94
%

508,928

6.06
%

Gordon Strout

7,889,264

93.90
%

512,520

6.10
%

3. The proposal to ratify the appointment of GBQ Partners LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was approved as follows:

Votes For

Votes Against

Broker Non-Votes

Votes Abstained

9,425,270

302,428

371,000

4. The proposal of an amendment to the Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at a ratio of not less than 1-for-5 and not more than 1-for-50, with the exact ratio and timing to be determined by the Board of Directors in its discretion within twelve months of stockholder approval was approved as follows:

Votes For

Votes Against

Broker Non-Votes

Votes Abstained

8,171,581

1,923,132

3,985

5. The proposal of an amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan (the “First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan”) to increase the maximum aggregate number of shares available for awards from 21.5% of the number of Common Shares outstanding as of the first trading day of each quarter to 35% of the number of Common Shares outstanding as of the first trading day of each quarter was approved as follows:

Votes For

Votes Against

Broker Non-Votes

Votes Abstained

7,309,819

1,081,988

1,696,914

9,977

A copy of the First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan is attached hereto as Exhibit 10.3 and is incorporated by reference herein.

6. The proposal of the adjournment of the Annual Meeting was approved as follows:

Votes For

Votes Against

Broker Non-Votes

Votes Abstained

8,569,818

1,035,346

493,534

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number
Exhibits

10.1
Sixteenth Amendment to Revolving Credit, Term Loan and Security Agreement, dated June 17, 2026, by and between TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, CS Purchase Holdings LLC, Carolina Stone Holdings, LLC, Carolina Stone Distributors, LLC, and Beacon Bank & Trust

10.2
Fourth Amendment to Second Amended and Restated Credit Agreement, dated June 17, 2026, by and between TotalStone, LLC, Northeast Masonry Distributors, LLC, TotalStone Properties, LLC, and Stream Finance, LLC.

10.3
First Amendment to the Capstone Holding Corp. 2025 Stock Incentive Plan

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: June 21, 2026
Capstone Holding Corp.

By:
/s/ Matthew E. Lipman

Name:
Matthew E. Lipman

Title:
Chief Executive Officer