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)

 

 

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:

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

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:

 

 

 

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

 

 

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:

 

 

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:

 

 

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:

 

 

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:

 

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

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.