Business Context and Reporting Period
This Form 8-K is filed by Capstone Holding Corp. (CAPS) on July 2, 2026. The report details an amendment to a previously disclosed Amended and Restated Common Stock Purchase Agreement with an accredited investor, Tumim Stone Capital, LLC.
Key Financial Metrics
This filing does not report standard financial performance metrics such as revenue, profit, cash flow, margins, or debt levels. The primary financial figure disclosed is the aggregate gross purchase price cap under the stock purchase agreement:
- Maximum Capital Raise: Up to $20,000,000 in newly issued common stock.
- Per-Transaction Cap: The lesser of 1,000,000 shares or 25% of the trading volume during the applicable valuation period.
Material Changes
The filing reports a material amendment to the pricing and timing mechanics of the Company's equity financing facility:
- Pricing Formula Adjustment: The VWAP Purchase Price is now defined as the greater of:
- The lowest price per share traded on the Nasdaq Capital Market during the valuation period; or
- 90% of the volume-weighted average price (VWAP) during the valuation period, excluding "Excluded Prints" (opening and closing sales).
- Valuation Period End Time: The end of the valuation period was adjusted from 4:00:02 p.m. ET to 3:59:59 p.m. ET.
Outlook, Risks, and Management Commentary
The filing contains no forward-looking guidance, management commentary on operational outlook, or discussion of general risks. The document focuses strictly on the legal terms of the amended purchase agreement. The agreement provides the Company with the right, but not the obligation, to sell shares, subject to market volume and price thresholds.
Investor Verification Checklist
- Verify the full text of the First Amendment to Amended and Restated Common Stock Purchase Agreement filed as Exhibit 10.1 to understand all covenants and restrictions.
- Confirm the identity of the accredited investor (Tumim Stone Capital, LLC) and their track record with similar facilities.
- Monitor the Company's stock trading volume to assess the practical limit of shares issuable per transaction (capped at 25% of daily volume).
- Review the definition of "Excluded Prints" to understand how opening and closing prices impact the final purchase price calculation.