Table of Contents

As filed with the Securities and Exchange Commission on October 30, 2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

FORM S-1
REGISTRATION STATEMENT
Under The Securities Act of 1933

CAPSTONE HOLDING CORP.
(Exact name of Registrant as specified in its charter)

18400 76th Avenue
Tinley Park, IL 60477 
(708) 371-0660
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Matthew Lipman, Chief Executive Officer
Edward Schultz, Chief Financial Officer
Capstone Holding Corp.
18400 76th Avenue
Tinley Park, IL 60477
(708) 371-0660
(Name, address, including zip code, and telephone number including area code, of agent for service)

With Copies to:

Joseph M. Lucosky, Esq.
Lawrence Metelitsa, Esq.
Steven A. Lipstein, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5^th Floor
Woodbridge, New Jersey 08830
Phone: (732) 395-4400

Fax: (732) 395-4401

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

CAPSTONE HOLDING CORP.

333,333 Shares of Common Stock

This prospectus relates to the offer and resale from time to time by the selling stockholder identified in this prospectus of up to an aggregate of 333,333 shares of common stock, par value $0.0005 per share (the “Common Stock”), of Capstone Holding Corp., a Nevada corporation (the “Company,” “we,” “us,” “our”), consisting of 333,333 shares to be issued as Equity Line Securities (as defined herein), issuable pursuant to the amended and restated common stock purchase agreement, dated June 11, 2026, as amended on July 2, 2026.

Unless otherwise indicated, the share and per share amounts in this prospectus give effect to the 1-for-30 reverse stock split of our Common Stock, which took effect on October 19, 2026. See “Recent Developments” in the Prospectus Summary.

Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling stockholder will offer or sell any of the shares. The selling stockholder may offer and sell or otherwise dispose of the shares of Common Stock described in this prospectus from time to time through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. See “Plan of Distribution”.

We are not selling any shares of Common Stock offered by this prospectus and will not receive any of the proceeds from the sale by the selling stockholder of the shares of Common Stock offered hereby.

The selling stockholder will pay all underwriting discounts and selling commissions, if any, in connection with the sale of the shares of Common Stock. We have agreed to pay certain expenses in connection with this registration statement and to indemnify the selling stockholder and certain related persons against certain liabilities. No underwriter or other person has been engaged to facilitate the sale of shares of Common Stock in this prospectus.

The selling stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act and any profits on the sales of shares of our Common Stock by the selling stockholder and any discounts, commissions, or concessions received by the selling stockholder are deemed to be underwriting discounts and commissions under the Securities Act.

Shares of our Common Stock are listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “CAPS”. On October 29, 2026, the closing sale price of our Common Stock was $2.73 per share.

We are an “emerging growth company” and a “smaller reporting company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, and have elected to take advantage of certain scaled disclosure available to smaller reporting companies. This prospectus is intended to comply with the requirements that apply to an issuer that is a smaller reporting company. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus and under similar headings in the other documents that are incorporated by reference into this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

You should rely only on the information contained in this prospectus, contained in the other documents that are incorporated by reference into this prospectus, or contained in any prospectus supplement or amendment hereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities offered hereby, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is _________ , 2026

TABLE OF CONTENTS 

You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We have not, and the selling stockholder has not, authorized anyone to provide you with additional information or information different from that contained in this prospectus or in any free writing prospectus. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities under any circumstances in which the offer or solicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.

The information in this prospectus is accurate only as of the date on the front cover of this prospectus and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and prospects may have changed since those dates.

No person is authorized in connection with this prospectus to give any information or to make any representations about us, the securities offered hereby or any matter discussed in this prospectus, other than the information and representations contained in this prospectus. If any other information or representation is given or made, such information or representation may not be relied upon as having been authorized by us.

Neither we nor the selling stockholder have done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about, and to observe any restrictions relating to, this offering and the distribution of this prospectus.

 

Strategic Timing. We believe we are strategically positioned to capitalize on market conditions within the building products sector. Historically, acquiring companies at interest rate peaks has yielded strong returns, and we are poised to leverage these strategic investment opportunities as the market evolves.

 

Industry Dynamics. According to the Bain & Company Global M&A Report published in 2024 (the “Bain Report”), this is “just the type of environment that has proved to offer opportunities to companies that are willing to make bold moves.” The Bain Report goes on to say, “building products companies that make frequent and material acquisitions substantially outpace inactive companies in total shareholder returns, 9.6% vs 2.7%” and “the most successful companies will pursue scope M&A to build product, geography, and capability adjacencies.”

 

The M&A environment for the building products sector is expected to improve because, according to the Bain Report, “there are ample one-off opportunities to acquire struggling assets”, and “financial investors have taken a step back, especially in North America, removing a potentially formidable layer of competition.”

 

Scale. For scale M&A, opportunities in core businesses allow for more operational synergies. The Bain Report states that “allowing management to focus on a more related group of products with some level of shared channels, end markets, or manufacturing processes helps focus efforts and tells a clearer equity story.”

 

Scope. Given macroeconomic uncertainty, companies who leverage their parenting advantage, the ability to effectively manage and integrate acquisitions, will be the most successful with regards to scope M&A. The Bain Report states that “the path to leadership generally means overlooking smaller assets in favor of bigger players for a first move in a new space.”

 

 

The “Annual total shareholder returns for building products companies” chart and quotes from the Bain Report are used with permission from Bain & Company. The Bain Report was not commissioned by the Company. The Company does not currently and has not in the past had a direct or indirect business relationship with Bain & Company. The Bain Report is publicly available via the Insight - Featured Topics portion of Bain & Company’s website.

 

THE OFFERING

RISK FACTORS

Investing in our securities involves a great deal of risk. Careful consideration should be made of the following factors as well as other information included in this prospectus before deciding to purchase our securities. We have also identified a number of these factors under the heading “Risk Factors” in our periodic reports we file with the SEC, including our annual report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) and our quarterly report on Form 10-Q for the quarter ended June 30, 2026, which sections are incorporated by reference herein. There are many risks that affect our business and results of operations, some of which are beyond our control. Our business, financial condition or operating results could be materially harmed by any of these risks. This could cause the trading price of our securities to decline, and you may lose all or part of your investment. Additional risks that we do not yet know of or that we currently think are immaterial may also affect our business and results of operations.

Risks related to this offering

The issuance of our Common Stock to the selling stockholder may cause dilution and the sale of the shares of Common Stock acquired by the selling stockholder, or the perception that such sales may occur, could cause the price of our Common Stock to decrease.

The shares of our Common Stock issuable pursuant to the Tumim Purchase Agreement, dated June 11, 2026, and the sale of such shares may cause the trading price of our Common Stock to decrease.

Further, other than the restrictions on variable rate transactions in the Tumim Purchase Agreement, which apply until June 11, 2027, we are not restricted from issuing additional securities in the future, including our common stock, securities that are convertible into or exchangeable for, or that represent the right to receive, our Common Stock or substantially similar securities. To the extent that we raise additional funds through the sale of equity or convertible debt securities, the issuance of such securities will result in dilution to our stockholders.

We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.

The extent we rely on the selling stockholder as a source of funding will depend on a number of factors, including the prevailing market price of our Common Stock and the extent to which we are able to secure financing from other sources. If obtaining sufficient financing from the selling stockholder were to prove unavailable or prohibitively dilutive, we may need to secure another source of funding in order to satisfy our financing needs. We may still need additional capital to finance our future working capital needs, and we may have to raise funds through the issuance of equity or debt securities. Depending on the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our Common Stock could be reduced. A financing could involve one or more types of securities including Common Stock, preferred stock, convertible debt or warrants to acquire Common Stock. These securities could be issued at or below the then prevailing market price for our Common Stock. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid. Interest on these debt securities would increase costs and negatively impact operating results. If the issuance of new securities results in diminished rights to holders of our Common Stock, the market price of our Common Stock could be negatively impacted.

Should the financing we require to sustain our financing needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition and prospects. 

It is not possible to predict the actual number of shares we will sell under the Tumim Purchase Agreement, or the actual gross proceeds resulting from those sales. We may not have access to the full amount available under the Tumim Purchase Agreement with the selling stockholder.

The shares of our Common Stock that may be issued under the Tumim Purchase Agreement may be sold by us to the selling stockholder at our discretion from time to time until July 1, 2027, when the Tumim Purchase Agreement terminates automatically unless it is terminated earlier, provided that one or more registration statements covering the resale of shares of Common Stock that have been and may be issued under the Tumim Purchase Agreement is declared effective by the SEC, a final prospectus in connection therewith is filed, and the other conditions set forth in the Tumim Purchase Agreement are satisfied. We generally have the right to control the timing and amount of any sales of our shares of our Common Stock to the selling stockholder under the Tumim Purchase Agreement. Sales of our Common Stock to the selling stockholder under the Tumim Purchase Agreement will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to the selling stockholder all or a portion of the shares of our Common Stock that may be available pursuant to the Tumim Purchase Agreement, or decide to terminate the Tumim Purchase Agreement and not sell to the selling stockholder any shares of our Common Stock that may be available for us to sell to the selling stockholder thereunder.

Because the purchase price per share to be paid by the selling stockholder for the shares of our Common Stock that we may elect to sell to the selling stockholder under the Tumim Purchase Agreement will fluctuate based on the market prices of our Common Stock during the applicable valuation period for each purchase, it is not possible for us to predict, as of the date of this prospectus, the number of shares of our Common Stock that we will sell to the selling stockholder under the Tumim Purchase Agreement, the purchase price per share that the selling stockholder will pay for shares purchased from us under the Tumim Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases by the selling stockholder under the Tumim Purchase Agreement.

Although the Tumim Purchase Agreement provides that we may sell up to an aggregate of $20.0 million of our Common Stock to the selling stockholder, only 273,008 shares of our Common Stock (including 7,168 commitment shares) have been registered for resale by the selling stockholder previously and 333,333 shares of our Common Stock are being registered for resale by the selling stockholder under the registration statement of which this prospectus forms a part. 

If we elect to sell to the selling stockholder all of the 599,173 shares, which reflects the number of shares registered hereunder and in the June 2025 and June 2026 registration statements (excluding the 7,168 Commitment Shares (as defined in the Tumim Purchase Agreement)), the actual gross proceeds from the sale of all such shares may be substantially less than the $20.0 million total commitment originally available to us under the Tumim Purchase Agreement, which could materially adversely affect our liquidity.

If it becomes necessary for us to issue and sell to the selling stockholder under the Tumim Purchase Agreement more than the 599,173 shares in order to receive aggregate gross proceeds equal to the total commitment of an aggregate of $20.0 million under the Tumim Purchase Agreement, we must file with the SEC one or more additional registration statements to register under the Securities Act the resale by the selling stockholder of any such additional shares of our Common Stock we wish to sell from time to time under the Tumim Purchase Agreement, which the SEC must declare effective. The selling stockholder will not be required to purchase any shares of our Common Stock if such sale would result in the selling stockholder’s beneficial ownership exceeding 4.99% of the then outstanding shares of our Common Stock, subject to adjustment. The Tumim Purchase Agreement also prohibits us from issuing or selling shares of our Common Stock under the Tumim Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval to do so. On July 9, 2025, stockholders holding approximately 73.45% of the voting power of our voting stock approved by written consent, for purposes of Nasdaq Listing Rule 5635(d), the issuance of 20% or more of our outstanding Common Stock under the Tumim Purchase Agreement.

Any issuance and sale by us under the Tumim Purchase Agreement of a substantial amount of shares of our Common Stock in addition to the 265,840 shares registered in June 2025 and June 2026, among which 219,723 shares have been issued through the most recent purchase on October 22, 2026, and 333,333 shares being registered for resale by the selling stockholder under the registration statement of which this prospectus forms a part could cause additional substantial dilution to our stockholders. The number of shares of our Common Stock ultimately offered for resale by the selling stockholder is dependent upon the number of shares of our Common Stock we ultimately sell to the selling stockholder under the Tumim Purchase Agreement.

Our inability to access a portion or the full amount available under the Tumim Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on our business. The extent to which we rely on the selling stockholder as a source of funding will depend on a number of factors including the prevailing market price of our Common Stock and the extent to which we are able to secure working capital from other sources. If obtaining sufficient funding from the selling stockholder were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order to satisfy our working capital needs. Even if we were to receive all $20.0 million in gross proceeds under the Tumim Purchase Agreement, we may still need additional capital to fully implement our business, operating and development plans. Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could have a material adverse effect on our business, operating results, financial condition and prospects.

Management will have broad discretion as to the use of the proceeds from our sale of Common Stock to the selling stockholder under the Tumim Purchase Agreement, and such uses may not improve our financial condition or market value.

We currently intend to use the proceeds from any issuance of Common Stock pursuant to the Tumim Purchase Agreement for general corporate purposes, including working capital. Our management will have broad discretion in the application of such proceeds, including for any of the purposes described in “Use of Proceeds,” and we could spend the proceeds from any issuances of Common Stock pursuant to the Tumim Purchase Agreement, if any, in ways our stockholders may not agree with or that do not yield a favorable return, or for corporate purposes that may not improve our financial condition or advance our business objectives. You will not have the opportunity, as part of your investment decision, to assess whether such proceeds are being used in a manner agreeable to you. You will be relying on the judgment of our management concerning these uses and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. The failure of our management to apply these funds effectively could result in unfavorable returns and uncertainty about our prospects, each of which could cause the price of our Common Stock to decline.

The selling stockholder may choose to sell the shares at prices below the current market price.

The selling stockholder is not restricted as to the prices at which it may sell or otherwise dispose of the shares covered by this prospectus. Sales or other dispositions of the shares below the then-current market prices could adversely affect the market price of our Common Stock.

You may experience future dilution as a result of issuance of the shares, future equity offerings by us and other issuances of our Common Stock or other securities. In addition, the issuance of the shares and future equity offerings and other issuances of our Common Stock or other securities may adversely affect our Common Stock price.

The shares sold by the selling stockholder will be freely tradable without restriction or further registration under the Securities Act. As a result, a substantial number of shares of our Common Stock may be sold in the public market following this offering. If there are significantly more shares of our Common Stock offered for sale than buyers are willing to purchase, then the market price of our Common Stock may decline to a market price at which buyers are willing to purchase the offered Common Stock and sellers remain willing to sell our Common Stock. The issuance of the shares or any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could also adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.

In addition, in order to raise additional capital, we may in the future offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share as prior issuances of Common Stock. We may not be able to sell shares or other securities in any other offering at a price per share that is equal to or greater than the price per share previously paid by investors, and investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock or securities convertible into Common Stock in future transactions may be higher or lower than the prices per share previously paid. You will incur dilution upon exercise of any outstanding stock options, warrants or upon the issuance of shares of Common Stock under our stock incentive programs. In addition, sales under the Tumim Purchase Agreement, together with conversions of our outstanding convertible notes, will result in additional dilution to our stockholders and additional shares of Common Stock entering the public market. On August 7, 2026, stockholders holding a majority of the voting power of our outstanding voting stock approved by written consent the settlement of the remaining shares of our Series Z 8% Non-Convertible Preferred Stock and accrued management fees payable to Brookstone Partners IAC, Inc., an entity affiliated with Matthew Lipman, our chief executive officer, and Michael Toporek, the chairman of our board of directors, pursuant to the management agreement between TotalStone, LLC and Brookstone Partners IAC, Inc., through one or more exchanges for up to 525,000 shares of Common Stock in the aggregate, at a price per share equal to 103% of the Nasdaq Official Closing Price on the trading day immediately preceding each exchange, at any time on or prior to August 7, 2027.

Pursuant to the management agreement, Brookstone provides annual consulting services totaling $400.0 thousand billed quarterly. The agreement also provides for an additional management fee equal to 5% of earnings before interest, taxes, depreciation, and amortization (EBITDA) in excess of $4.0 million, plus a special services fee in cash equal to two percent (2%) of total consideration of any acquisition of a majority of the equity interests of any entity. There were no management fees expensed for the six months ended June 30, 2026 and $200.0 thousand for the six months ended June 30, 2025, and are included in selling, general and administrative expenses.

No exchange agreement has been executed and no shares have been issued in any such exchange. Any such exchange will not be effected before a definitive information statement on Schedule 14C has been mailed to stockholders and the applicable waiting period has elapsed. Any shares of Common Stock issued in such exchanges would further dilute our stockholders. In addition, the issuance of the shares and any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of Common Stock or the availability of those shares for sale will have on the market price of our Common Stock.

Risks Related to Our Business and Financial Condition

Our financial statements disclose conditions that initially indicated substantial doubt about our ability to continue as a going concern.

Our unaudited financial statements for the quarter ended June 30, 2026 include disclosure that certain conditions, including our recurring losses, accumulated deficit and near-term debt maturities, initially indicated that substantial doubt existed about our ability to continue as a going concern within one year. While management has concluded that its plans and resources, in the aggregate and including our equity line of credit, alleviate that doubt, we cannot assure you that we will be successful. If we are unable to generate sufficient cash flow from operations, obtain additional capital on acceptable terms, or manage our debt maturities, we may be unable to continue operating, and you could lose all or part of your investment.

We are not currently in compliance with the Nasdaq minimum bid price requirement, and our Common Stock could be delisted.

In January 2026, we received a notice from the Nasdaq Stock Market that the closing bid price of our Common Stock had been below $1.00 per share for 30 consecutive business days and that we were therefore not in compliance with Nasdaq Listing Rule 5550(a)(2). We did not regain compliance by July 6, 2026. On July 8, 2026, Nasdaq notified us that we are eligible for an additional 180 calendar day period, or until January 4, 2027, to regain compliance. On June 18, 2026, we obtained stockholder authorization at our 2026 annual meeting to effect a reverse stock split, if needed, to satisfy the minimum bid price requirement. Our 1-for-30 reverse stock split under that authorization took effect on October 19, 2026. Our Common Stock has closed at or above $1.00 on every trading day since then, but Nasdaq has not yet confirmed that we have regained compliance. We cannot assure you that it will result in a lasting increase in our bid price, particularly in light of the limitations on the repeated use of reverse stock splits under amended Nasdaq Listing Rule 5810(c)(3)(A). If our Common Stock is delisted from Nasdaq, the liquidity and market price of our Common Stock, and our ability to raise capital, would be materially and adversely affected.

Nasdaq has adopted a new minimum market value requirement for continued listing that could apply to us.

In July 2026, the SEC approved new Nasdaq continued listing standards that require automatic delisting if the market value of a company’s listed securities remains below $5 million for 30 consecutive business days (the “MVLS Rule”). The new MVLS Rule eliminates any cure period, precludes any automatic stay of suspension pending an appeal, and results in an immediate trading suspension upon Nasdaq’s determination of non-compliance. On July 29, 2026, the SEC stayed the effectiveness of that approval order pending its consideration of notices of intent to petition for review. On September 11, 2026, the SEC granted petitions for review of the approval order and ordered that it remain stayed pending further order of the SEC, and the amendments are not currently operative. On September 25, 2026, Nasdaq filed a rule change, effective on filing, under which the MVLS Rule would become operative only when the stay ends, with the 30 consecutive business days counted from the next business day. Accordingly, it is currently uncertain when the stay will be lifted, or the MVLS Rule delayed, modified, or set aside. If the MVLS Rule becomes effective and the market value of our listed securities remains below $5 million for 30 consecutive business days, Nasdaq would immediately issue a delisting determination and suspend trading in our Common Stock. As of October 29, 2026, the market value of our listed securities was approximately $2.5 million. Our reverse stock split did not, by itself, increase the market value of our listed securities, and any actions we take to address the requirement, including issuances of additional securities, could dilute existing stockholders. If our Common Stock were delisted, the liquidity of our Common Stock and our ability to raise capital, including under the Tumim Purchase Agreement, would be materially impaired.

USE OF PROCEEDS

All securities sold pursuant to this prospectus will be offered and sold by the selling stockholder. We will not receive any proceeds from the resale of Common Stock offered by the selling stockholder.

We may receive up to $18.3 million in aggregate gross proceeds from sales of our Common Stock that we may elect to make to Tumim pursuant to the Tumim Purchase Agreement from time to time in our sole discretion, from and after the initial satisfaction of all of the conditions set forth in the Tumim Purchase Agreement. Based on the closing price of $2.72 on October 19, 2026, the issuance and sale of the remaining 379,450 registered shares would result in gross proceeds of approximately $1.0 million before deducting placement agent fees. We may use the proceeds from sales of our Common Stock to Tumim for working capital and general corporate purposes. We will bear the out-of-pocket costs, expenses and fees incurred in connection with the registration of the shares of Common Stock to be sold by the selling stockholder, including registration, listing and qualifications fees, printers and accounting fees, and fees and disbursements of counsel, or collectively, the “Registration Expenses.” Other than Registration Expenses, the selling stockholder will bear underwriting discounts, commissions, placement agent fees or other similar expenses payable with respect to sales of shares.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, including the information incorporated by reference into this prospectus, contains forward-looking statements. Forward-looking statements give our current expectations or forecasts of future events. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Forward-looking statements involve risks and uncertainties and include statements regarding, among other things, our projected revenue growth and profitability, our growth strategies and opportunity, anticipated trends in our market and our anticipated needs for working capital. They are generally identifiable by use of the words “may,” “will,” “should,” “anticipate,” “estimate,” “plans,” “potential,” “projects,” “continuing,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend” or the negative of these words or other variations on these words or comparable terminology. These statements may be found under the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” in our Annual Report, as well as in this prospectus generally. In particular, these include statements relating to future actions, prospective products, market acceptance, future performance or results of current and anticipated products, sales efforts, expenses, and the outcome of contingencies such as legal proceedings and financial results. Such forward-looking statements include, without limitation, statements regarding:

We operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. The forward-looking statements in this prospectus are based on assumptions management believes are reasonable. However, due to the uncertainties associated with forward-looking statements, you should not place undue reliance on any forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to publicly update any of them in light of new information, future events, or otherwise.

DETERMINATION OF OFFERING PRICE

The selling stockholder will offer shares of our Common Stock for sale under this prospectus at prevailing market prices or privately negotiated prices. We cannot currently determine the price or prices at which the shares of Common Stock may be sold by the selling stockholder under this prospectus. The offering price of our Common Stock does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value.

DILUTION

The issuance of shares of our Common Stock to the selling stockholder pursuant to the Tumim Purchase Agreement will have a dilutive impact on our stockholders.

Our net tangible book value represents total tangible assets less total liabilities divided by the number of shares of Common Stock outstanding on June 30, 2026. As of June 30, 2026, we had a historical net tangible book value (deficit) of $(7.8) million, or $(15.42) per share of Common Stock.

After giving effect to the issuance of 333,333 shares of our Common Stock to the selling stockholder upon the assumed sale of 333,333 shares of Common Stock under the Tumim Purchase Agreement at an assumed price of $2.72 per share, and after deducting placement agent fees and estimated offering expenses payable by us, our as-adjusted net tangible book value (deficit) as of June 30, 2026 would have been approximately $(7.2) million, or $(8.56) per share. This represents an immediate increase in net tangible book value of $6.86 per share to existing stockholders and an immediate dilution of $11.28 per share to new investors.

The following table illustrates this per share dilution:

The calculations above are based on 506,772 shares of our Common Stock outstanding as of June 30, 2026, and including the following:

THE EQUITY LINE FINANCING

On May 14, 2025, the Company entered into a common stock purchase agreement (the “Original Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”) with Tumim Stone Capital, LLC (“Tumim Stone Capital”) pursuant to which the Company has the right, but not the obligation, to sell to Tumim Stone Capital, and Tumim Stone Capital is obligated to purchase, up to the lesser of (a) $20,000,000 in aggregate gross purchase price of the Common Stock and (b) the Exchange Cap (as defined in the Original Purchase Agreement) (the “Equity Line Financing”). The Original Purchase Agreement was amended by that certain First Amendment to Common Stock Purchase Agreement, dated as of June 26, 2025, and that certain Second Amendment to Common Stock Purchase Agreement, dated as of July 28, 2025 (collectively, the “Original Agreement”). Unless otherwise indicated, all defined terms not defined in this section have the meanings set forth in the Tumim Purchase Agreement.

On June 11, 2026, the Company and Tumim Stone Capital entered into an Amended and Restated Common Stock Purchase Agreement (the "Tumim Purchase Agreement"), which amends, restates, and supersedes the Original Agreement, principally to replace the prior VWAP Purchase (as defined in the Original Agreement) mechanics with 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 Tumim Stone Capital 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 Tumim Stone Capital entered into a First Amendment to Amended and Restated Common Stock Purchase Agreement (the “First Amendment”). The First Amendment changed the purchase price for each Pre-Market VWAP Purchase and Intraday VWAP Purchase to the greater of (i) the lowest price per share at which the Common Stock traded during the applicable valuation period and (ii) 90% of the volume-weighted average price of the Common Stock during the applicable valuation period, excluding the opening and closing prints, and moved the end of each valuation period from 4:00:02 p.m. ET to 3:59:59 p.m. ET. The First Amendment applies to VWAP Purchase notices delivered on or after July 2, 2026. Unless otherwise indicated, references in this prospectus to the Tumim Purchase Agreement are to the Tumim Purchase Agreement as amended by the First Amendment.

Under the Tumim Purchase Agreement, the Company has the right, but not the obligation, to sell to Tumim Stone Capital up to $20,000,000 in aggregate gross purchase price of newly issued shares of Common Stock at a purchase price equal to the greater of (i) the lowest price per share at which the Common Stock traded during the applicable valuation period and (ii) 90% of the volume-weighted average price during the applicable valuation period, excluding the opening and closing prints, with each purchase capped at the lesser of 33,333 shares or 25% of trading volume during such valuation period (the “Equity Line Securities”). For any purchase, the Company may designate a minimum price threshold, and if the sale price falls below this threshold, the valuation period will immediately terminate. If the Company does not designate a minimum price threshold, the default threshold is 75% of the prior day’s closing price for Pre-Market VWAP Purchases or 75% of the last sale price for Intraday VWAP Purchases. A Pre-Market VWAP Purchase valuation period and an Intraday VWAP Purchase valuation period may overlap on the same trading day, though the Company may not deliver a subsequent Intraday VWAP Purchase notice on the same trading day unless any prior Intraday VWAP Purchase valuation period has ended. The Company must deliver purchased shares via DWAC no later than 1:00 p.m. ET on the trading day immediately following the purchase date, and Tumim Stone Capital must pay the aggregate purchase price no later than 5:00 p.m. ET on the trading day immediately following share delivery.

As consideration for Tumim Stone Capital’s irrevocable commitment to purchase shares of Common Stock, upon execution of the Original Agreement, the Company issued to Tumim Stone Capital a number of shares of Common Stock equal to $400,000 divided by the lower of (i) the Nasdaq official closing price of its Common Stock on the trading day immediately prior to the Company’s initial filing of the June 2025 registration statement, or (ii) the average Nasdaq official closing price over the five consecutive trading days ending on the trading day immediately prior to such filing (the “Commitment Shares”). In certain circumstances, the Company may become obligated to pay to Tumim Stone Capital a cash fee equal to $400,000 in lieu of issuing such shares of Common Stock, under the terms and subject to the conditions described in the Tumim Purchase Agreement.

The Tumim Purchase Agreement provides customary representations, warranties, and covenants of the Company and Tumim Stone Capital.

Pursuant to the registration rights agreement, the Company agreed to file a resale registration statement covering the resale of the Registrable Securities (as defined in the Registration Rights Agreement) with the SEC within 30 calendar days after the date of the registration rights agreement (the “Filing Deadline”), and to use commercially reasonable efforts to cause such resale registration statement to be declared effective by the SEC as soon as reasonably practicable following the filing thereof, no later than (i) with respect to the initial registration statement, the earlier of (A) the seventy-fifth (75th) calendar day after the earlier of (1) the date on which the initial registration statement is filed and (2) the Filing Deadline, if such registration statement is subject to review by the SEC, and (B) the thirtieth (30th) calendar day after the earlier of (1) the date on which the initial registration statement is filed and (2) the Filing Deadline, if the Company is notified by the SEC that such registration statement will not be reviewed; and (ii) with respect to any subsequent registration statements that may be required to be filed by the Company pursuant to the Tumim Purchase Agreement, the earlier of (A) the sixtieth (60th) calendar day following the date on which the Company was required to file such additional registration statement, if such registration statement is subject to review by the SEC, and (B) the thirtieth (30th) calendar day following the date on which the Company was required to file such subsequent registration statement, if the Company is notified by the SEC that such registration statement will not be reviewed.

Joseph Gunnar & Co., LLC (the “Placement Agent”) acted as the sole sales agent for the Equity Line Financing. Pursuant to the placement agency agreement, dated May 15, 2025, the Company agreed to pay the Placement Agent a cash fee equal to 7.0% of the gross proceeds upon each closing of a drawdown (each, a “Closing”) under the Equity Line Financing and to reimburse up to $15,000 for expenses incurred in connection with the Equity Line Financing at the initial Closing.

165,840 shares issuable under the Tumim Purchase Agreement were registered in June 2025 and 100,000 shares were registered in June 2026, among which 219,723 shares have been issued through the most recent purchase on October 22, 2026.

Of the up to $20.0 million in aggregate gross proceeds from sales of our Common Stock that we may elect to make to Tumim pursuant to the Tumim Purchase Agreement from time to time in our sole discretion, we have received gross proceeds of approximately $1.7 million from June 2025 through October 22, 2026.

SELLING STOCKHOLDER 

This prospectus relates to the possible resale from time to time by the selling stockholder, Tumim Stone Capital, of any or all of the shares of Common Stock that may be issued by us to Tumim Stone Capital under the Tumim Purchase Agreement. For additional information regarding the issuance of Common Stock covered by this prospectus, see the section titled “The Equity Line Financing” above. We are registering the shares of Common Stock pursuant to the provisions of the Registration Rights Agreement we entered into with Tumim Stone Capital on May 14, 2025, in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the transactions contemplated by the securities purchase agreement between us and 3i, LP dated July 29, 2025, the Tumim Purchase Agreement and the Registration Rights Agreement, the selling stockholder has not had any material relationship with us within the past three years. As used in this prospectus, the term “selling stockholder” means Tumim Stone Capital.

This prospectus covers the possible resale by the selling stockholder identified in the table below of up to 333,333 shares of Common Stock consisting of 333,333 to be issued as Equity Line Securities (as defined herein), issuable pursuant to the Tumim Purchase Agreement.

The table below presents information regarding the selling stockholder and the shares of Common Stock that it may offer from time to time under this prospectus. This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as of October 30, 2026. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this Prospectus” represents all of the shares of Common Stock that the selling stockholder may offer under this prospectus. The selling stockholder may sell some, all or none of its shares in this offering.

We do not know how long the selling stockholder will hold the shares before selling them, and we are not currently aware of any existing agreements, arrangements or understandings between the selling stockholder and any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus by the selling stockholder.

Beneficial ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares of Common Stock with respect to which the selling stockholder has voting and investment power. The percentage of shares of Common Stock beneficially owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of 923,635 shares of our Common Stock outstanding on October 29, 2026. The fourth column assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.

PLAN OF DISTRIBUTION

The shares of Common Stock offered by this prospectus are being offered by the selling stockholder, Tumim Stone Capital. The shares may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of Common Stock offered by this prospectus could be effected in one or more of the following methods:

In order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale in the state or an exemption from the state’s registration or qualification requirement is available and complied with.

The selling stockholder has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our Common Stock that it has acquired and may in the future acquire from us pursuant to the purchase agreement. Such sales will be made at prices and at terms then prevailing or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11) of the Securities Act. The selling stockholder has informed us that each such broker-dealer will receive commissions from the selling stockholder that will not exceed customary brokerage commissions.

Brokers, dealers, underwriters or agents participating in the distribution of the shares of our Common Stock offered by this prospectus may receive compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent, of the shares sold by the selling stockholder through this prospectus. The compensation paid to any such particular broker-dealer by any such purchasers of shares of our Common Stock sold by the selling stockholder may be less than or in excess of customary commissions. Neither we nor the selling stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers of shares of our Common Stock sold by the selling stockholder.

We know of no existing arrangements between the selling stockholder or any other stockholder, broker, dealer, underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus.

We may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by the selling stockholder, any compensation paid by the selling stockholder to any such brokers, dealers, underwriters or agents, and any other required information.

We will pay the expenses incident to the registration under the Securities Act of the offer and sale of the shares of our Common Stock covered by this prospectus by the selling stockholder.

We also have agreed to indemnify the selling stockholder and certain other persons against certain liabilities in connection with the offering of shares of our Common Stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. The selling stockholder has agreed to indemnify us against liabilities under the Securities Act that may arise from certain written information furnished to us by the selling stockholder specifically for use in this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act and is therefore, unenforceable.

The total expenses for the Equity Line Financing were approximately $222,900.

The selling stockholder has represented to us that at no time prior to the date of the respective purchase agreement has the selling stockholder or its agents, representatives or affiliates engaged in or effected, in any manner whatsoever, directly or indirectly, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our Common Stock or any hedging transaction, which establishes a net short position with respect to our Common Stock. The selling stockholder has agreed that during the term of the respective purchase agreement, neither the selling stockholder, nor any of its agents, representatives or affiliates will enter into or effect, directly or indirectly, any of the foregoing transactions.

We have advised the selling stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability of the securities offered by this prospectus.

This offering will terminate on the date that all shares of our Common Stock offered by this prospectus have been sold by the selling stockholder.

Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol “CAPS.”

LEGAL MATTERS

Certain legal matters with respect to the securities offered hereby will be passed upon by Lucosky Brookman LLP, Woodbridge, New Jersey.

EXPERTS

The consolidated financial statements as of December 31, 2025 and 2024, and for each of the years in the two-year period ended December 31, 2025, incorporated by reference in this prospectus, have been audited by GBQ Partners LLC, an independent registered public accounting firm. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those publicly available documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we filed with the SEC:

We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements on Schedule 14A.

Upon request, we will provide, without charge, to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of the documents incorporated by reference into this prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference as an exhibit in this prospectus, at no cost by writing or telephoning us at the following address:

Capstone Holding Corp.

Attn: Chief Executive Officer

18400 76th Avenue

Tinley Park, IL 60477

(708) 371-0660

You may also access our SEC filings, including the documents incorporated by reference in this prospectus, through our website at www.capstoneholdingcorp.com. The information contained on our website is not incorporated by reference in, or in any way part of, this prospectus.

Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed modified, superseded or replaced for purposes of this prospectus to the extent that a statement contained in this prospectus modifies, supersedes or replaces such statement.

WHERE YOU CAN FIND MORE INFORMATION

For further information with respect to our company and the securities being offered hereby, reference is hereby made to the registration statement, including the exhibits thereto and the financial statements, notes, and schedules filed as a part thereof.

No person is authorized to give you any information or make any representation other than those contained or incorporated by reference in this prospectus. Any such information or representation must not be relied upon as having been authorized. Neither the delivery of this prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of the prospectus.

We are subject to the informational requirements of the Exchange Act, and must file reports, proxy statements and other information with the SEC, such as current, quarterly and annual reports on Forms 8-K, 10-Q and 10-K, respectively. These filings are available on the SEC’s website at http://www.sec.gov.

333,333 Shares of Common Stock

Capstone Holding Corp.

PROSPECTUS

, 2026

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, to be paid by the Registrant in connection with the issuance and distribution of the Common Stock being registered. All amounts other than the SEC registration fees are estimates.

Item 14. Indemnification of Directors and Officers

The articles of incorporation of the Company provide that the Company shall indemnify its directors and officers to the fullest extent permitted by Nevada law and require the expenses of its directors and officers to be paid as they are incurred and in advance of the final disposition of a proceeding, upon receipt of an undertaking to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled to be indemnified. The articles of incorporation and the bylaws of the Company also permit the Company to indemnify its employees and agents. Section 78.7502 of the Nevada Revised Statutes (“NRS”) provides in pertinent part as follows:

Section 78.751 of the NRS provides in pertinent part as follows:

Section 78.752 of the NRS provides in pertinent part as follows:

Section 78.138(7) of the NRS provides that, except as otherwise provided in certain other statutes or unless the articles of incorporation or an amendment thereto, in each case filed on or after October 1, 2003, provide for greater individual liability, a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless (a) the presumption that the director or officer acted in good faith, on an informed basis and with a view to the interests of the corporation has been rebutted, and (b) it is proven that the act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and that the breach involved intentional misconduct, fraud or a knowing violation of law.

Article 7 of the articles of incorporation of the Company provides that a director has no liability to the Company or its stockholders for monetary damages for conduct as a director, except for acts or omissions that involve intentional misconduct by the director or a knowing violation of law by the director, for conduct violating NRS 78.138(7), or for any transaction from which the director will personally receive a benefit in money, property or services to which the director is not legally entitled.

Item 15. Recent Sales of Unregistered Securities

The following sets forth information regarding all unregistered securities sold by us in transactions that were exempt from the requirements of the Securities Act in the last three years. Except where noted, all of the securities discussed in this Item 15 were all issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. Share amounts and per share prices of Common Stock in this Item 15 give effect to the 1-for-30 reverse stock split.

On February 25, 2025, the Company entered into a subscription agreement with Nectarine Management LLC, an entity controlled by Michael Toporek, for the sale and issuance of 985,063 shares of Series B Preferred Stock for a total purchase price of $30,000. The shares of Series B Preferred Stock were issued on March 6, 2025.

On March 7, 2025, all of TotalStone’s outstanding Class B and Class C membership interests were exchanged for 126,088 shares of the Common Stock.

On September 30, 2025, the Company entered into an exchange agreement (the “Exchange Agreement”) with BP Peptides, LLC and Brookstone Partners Acquisition XXI Corporation (together, the “Brookstone entities”), entities controlled by Matthew Lipman, the Chief Executive Officer of the Company and Michael Toporek, the Chairman of the Board of Directors. Pursuant to the Exchange Agreement, the Brookstone entities exchanged notes with an aggregate principal and interest amount of approximately $1.94 million for 642,364 and 825,168 shares, respectively, of the Company’s newly created Series Z 8% Non-Convertible Preferred Stock. The exchange was based on the closing price of the Common Stock on Nasdaq of $1.32 per share (before the reverse stock split) on the day prior to the transaction.

On February 12, 2026, in connection with a letter agreement with 3i, LP, the Company issued warrants to purchase 13,500 shares of Common Stock at an exercise price of $0.30 per share (as adjusted for the reverse stock split).

Item 16. Exhibits and Financial Statement Schedules

(a) EXHIBITS

We have filed herewith, or, as noted, incorporated by reference herein, the exhibits listed on the accompanying Exhibit Index of this registration statement and below in this Item 16:

(b) Financial statement schedules.

All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the financial statements and related notes thereto.

Item 17. Undertakings

The undersigned registrant hereby undertakes:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tinley Park, Illinois, on October 30, 2026.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

ATTACHMENTS / EXHIBITS

EXHIBIT 5.1

EXHIBIT 23.1

EXHIBIT FILING FEES

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