Capstone Holding Corp. 8-K

What Happened

• Capstone Holding Corp. filed an 8-K on June 12, 2026 disclosing an Amended and Restated Common Stock Purchase Agreement dated June 11, 2026 with Tumim Stone Capital, LLC. The agreement replaces prior terms and gives Capstone the right (but not the obligation) to sell up to $20,000,000 of newly issued common stock to the Investor under an equity line financing.
• Purchases are priced at 97% of the applicable volume-weighted average price (VWAP) during specified valuation periods (two time-bracketed options: Pre-Market VWAP and Intraday VWAP) and are subject to per-purchase caps and minimum price thresholds. Joseph Gunnar & Co., LLC acted as placement agent.

Key Details

• Total facility: up to $20,000,000 aggregate gross purchase price.
• Pricing: 97% of VWAP during the applicable valuation period; Company may set a minimum price threshold (default = 75% of prior close for Pre-Market or 75% of last sale price for Intraday).
• Per-purchase cap: lesser of 1,000,000 shares or 25% of trading volume during the valuation period.
• Registered shares: 4,975,197 shares registered under S-1 (File No. 333-287745); 1,543,400 shares already issued under the prior agreement (most recent purchase May 27, 2026).
• Placement agent fee: 7.0% cash fee on gross proceeds at each closing; up to $15,000 expense reimbursement at initial closing.
• Mechanics: valuation periods run until 4:00:02 p.m. ET or earlier if price falls below threshold or volume cap met; share delivery via DWAC by 1:00 p.m. ET the trading day after purchase; Investor payment due by 5:00 p.m. ET that same day.

Why It Matters

• This agreement gives Capstone a flexible way to raise up to $20M over time, which can fund operations or growth without negotiating a single large equity raise.
• Investors should note potential dilution: shares will be issued at a discount (97% of VWAP) and the facility allows multiple drawdowns subject to per-trade caps and volume limits that moderate immediate dilution.
• Transaction costs include a 7% sales fee to the placement agent, and a measurable portion of the available shares are already registered and some shares have been issued under the prior agreement.