Capstone Holding修訂可換股票據協議 到期日延長一個月至8月底

caps20260803_8k.htm
 

 
 

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0000887151

2026-07-29
2026-07-29

  

 
 
  

 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 29, 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, 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, with each such note being issued with a 8.34% original issue discount (each, a “Convertible Note”). The first Convertible Note was issued on July 29, 2025 in the original principal amount of approximately $3,272,966 (the “July 2025 Convertible Note”).

  

 On July 29, 2026 the Company and the Buyer entered into the First Amendment to Senior Secured Convertible Note (the “First Amendment”) to extend the maturity date of the July 2025 Convertible Note from July 29, 2026 to August 29, 2026.

  

 The foregoing does not purport to be a complete description of the First Amendment, and such description is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. 

  

 Item 9.01. Financial Statements and Exhibits.
 

  

 (d) Exhibits.
 

  

 
 Exhibit
Number
 
Exhibits

 

 10.1
 
First Amendment to Senior Secured Convertible Note dated July 29, 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: August 3, 2026
Capstone Holding Corp.

 

  
 
 

 

  
By:
/s/ Matthew E. Lipman

 

  
Name:
Matthew E. Lipman

 

  
Title:
Chief Executive Officer