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): ~~April~~ 16May 6, 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~~18400 W.76th ~~122nd Street~~Avenue

~~Alsip~~Tinley Park, IL ~~60803~~60477

(Address of principal executive offices)

Registrant’s telephone number, including area code: (708) 371-0660

~~N/A~~5141 W. 122nd Street

Alsip, IL 60803

(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
Common Stock, $0.0005 par value	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 17.01. ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

AsOn ~~previously~~May ~~disclosed~~6, on ~~July 29~~2026, ~~2025,~~ Capstone Holding Corp. (the “Company”) ~~entered~~issued ~~into~~ a ~~securities~~press ~~purchase~~release ~~agreement~~announcing (the ~~“Purchase Agreement”)~~publication ~~with~~of an ~~institutional~~ investor ~~(the~~FAQ ~~“Buyer”),~~on ~~pursuant to which~~ the Company’s ~~authorized~~website. ~~the~~The ~~issuance of~~investor ~~senior~~FAQ ~~secured~~addresses ~~convertible~~questions ~~notes~~submitted toby ~~the~~shareholders ~~Buyer,~~following in the ~~aggregate~~Company’s ~~original~~April ~~principal amount of up to $10~~16,~~909,885,~~ ~~which~~2026 ~~are~~earnings ~~being~~release ~~issued with~~and aprovides ~~8.34%~~updates ~~original~~regarding ~~issue~~the ~~discount~~Company’s ~~(each,~~convertible-note ~~a “Convertible Note”). The first Convertible Note was issued in the original~~ principal ~~amount of approximately $3~~balance,~~272,966~~ ~~(the~~its ~~“July~~working ~~2025~~capital ~~Convertible Note”)~~facility, and ~~the~~its ~~second~~previously ~~Convertible~~announced ~~Note~~fiscal ~~was issued~~year in2026 ~~the~~outlook. ~~original~~A ~~principal~~copy ~~amount~~ of ~~approximately $3,545,712.42 (~~the ~~“October~~press ~~2025~~release ~~Convertible~~is ~~Note”).~~furnished ~~The Convertible~~as ~~Notes~~Exhibit ~~are convertible into shares of common stock~~99.1, ~~$0.0005~~and ~~par~~a ~~value~~copy ~~per share (the “Common Stock”) in certain circumstances in accordance with the terms~~ of the ~~Convertible~~investor ~~Notes,~~FAQ ~~with~~is ~~the~~furnished ~~July~~as ~~2025~~Exhibit ~~Convertible Note having an initial conversion price per share of $1~~99.722, ~~(subsequently reduced to $0.75)~~ and ~~the~~each ~~October~~is ~~2025~~incorporated ~~Convertible~~herein ~~Note~~by ~~having a conversion price of $1~~reference.~~10 (subsequently reduced to $0.75 for a certain amount of the principal) (the “Conversion Price)”.~~

~~Pursuant~~The toinformation ~~the~~set ~~effective registration~~forth ~~statements~~in onthis ~~Form~~Item S-7.01, including Exhibits 99.1 ~~(File~~and ~~Nos~~99.2, ~~333-289222~~shall ~~and~~not ~~333-291041)~~be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ~~Company~~“Exchange ~~registered~~Act”), aor ~~total~~otherwise subject to the liabilities of 8that section,~~388,336~~ ~~shares~~nor shall it be deemed incorporated by reference in any filing under the Securities Act of ~~Common Stock~~1933, ~~issuable~~as ~~upon~~amended, ~~conversion~~or the Exchange Act, regardless of the ~~Convertible~~general ~~Notes~~incorporation language contained in such filing, except as expressly set forth by specific reference in such a filing.

AsItem ~~of April 16, 2026, the principal balance of the October 2025 Convertible Note is $1,863,471~~9.6901. OnFinancial ~~that~~Statements ~~date, pursuant to Section 7(h) of the October 2025 Convertible Note, the Company~~ and ~~the Buyer agreed, pursuant to a Conversion Price Voluntary Adjustment Notice signed by both parties, to reduce the Conversion Price to $0~~Exhibits.~~57 with regard to $500,000 of the principal amount that previously had a $1.10 conversion price.~~

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

(d) Exhibits.

Exhibit Number		Exhibits
99.1		Press Release of Capstone Holding Corp., dated May 6, 2026
99.2		Capstone Holding Corp. FAQ
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Number		Exhibits
10.1		Conversion Price Voluntary Adjustment Notice dated April 16, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

1Pursuant 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.

SIGNATURES

Date: May 6, 2026	Capstone Holding Corp.

	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

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: April 16, 2026	Capstone Holding Corp.
	By:	/s/ Matthew E. Lipman
	Name:	Matthew E. Lipman
	Title:	Chief Executive Officer

Filing Compare · Capstone Holding Corp.