Capstone Holding Corp. 8-K

What Happened Capstone Holding Corp. (NASDAQ: CAPS) filed an 8-K reporting an amendment (dated July 2, 2026) to its Amended and Restated Common Stock Purchase Agreement with investor Tumim Stone Capital, LLC. The original A&R Purchase Agreement (entered June 11, 2026) gives Capstone the right, but not the obligation, to sell up to $20,000,000 of newly issued common stock under two time-bracketed purchase options (Pre-Market VWAP and Intraday VWAP). The July 2 amendment revises how the VWAP-based purchase price is calculated and slightly adjusts the valuation period end time.

Key Details

• Facility size: up to $20,000,000 aggregate gross proceeds available under the A&R Purchase Agreement.
• Per-purchase cap: each sale capped at the lesser of 1,000,000 shares or 25% of trading volume during the valuation period.
• Revised pricing: VWAP Purchase Price is now the greater of (i) the lowest price per share traded on Nasdaq during the valuation period and (ii) 90% of the volume-weighted average price (VWAP) during the valuation period, excluding certain "Excluded Prints" (the opening/first trade at or after market open and the last/closing trade at or before market close).
• Timing changes: valuation periods begin at market open (9:30:01 a.m. ET) or when the investor acknowledges notice (for intraday), and the amendment shortens the valuation end time from 4:00:02 p.m. to 3:59:59 p.m. ET.

Why It Matters This amendment affects a potential equity financing source for Capstone: it clarifies the investor’s purchase-price protection and the effective pricing formula if shares are sold under the facility. For shareholders, use of the facility would dilute existing equity because it increases outstanding shares when the company sells stock; for the company, it provides a ready financing option (up to $20M) that can be executed in defined windows. The revised pricing mechanics (90% VWAP floor and exclusion of opening/closing prints) and the minor timing change determine the per-share proceeds Capstone would receive if it chooses to sell shares under the agreement.