Capstone Holding Corp.: completes redomicile from Delaware to Nevada

What happened The filing reported that at 12:01 a.m. Pacific Time on Oct 9, 2026, Capstone Holding Corp., a Delaware corporation (the “Predecessor”), completed its previously announced planned change of its state of incorporation from Delaware to Nevada (the “Redomicile”) by merging with and into its wholly owned subsidiary, Capstone Holding Corp., a Nevada corporation (the “Company” or “Capstone NV”). The merger was effected under an Agreement and Plan of Merger dated Oct 8, 2026, a Certificate of Conversion filed with the Delaware Secretary of State, and Articles of Merger filed with the Nevada Secretary of State. The market effective date of the Redomicile will be Oct 15, 2026.

Key details

• Shareholder approval: the Redomicile was approved by shareholders at the annual meeting held Nov 18, 2025.
• Merger consideration: at the Effective Time each outstanding share of the Predecessor’s common stock was automatically converted into 1 outstanding share of Capstone NV common stock; each outstanding share of Predecessor preferred stock was converted into 1 share of Capstone NV preferred stock; and each Predecessor option, warrant or other equity award was converted into a corresponding award for an equivalent number of Capstone NV shares.
• Stock certificates: stockholders do not need to exchange their stock certificates; each certificate now represents the same number of shares of Capstone NV common stock.
• Succession and governance: Capstone NV assumed all rights and obligations of the Predecessor; Capstone NV’s existing articles of incorporation and bylaws govern post-Effective Time, and rights of holders are now governed by the Nevada Revised Statutes rather than the Delaware General Corporation Law.

Why it may matter

• Item 1.01 (entry into a material definitive agreement) describes the Merger Agreement and the mechanics of the Redomicile.
• Item 3.03 (material modification to rights of security holders) reports that stockholder rights are now governed by Nevada law and Capstone NV’s articles and bylaws, and notes differences from the company’s prior Delaware-based governing documents.
• Item 5.03 (amendments to articles of incorporation or bylaws) and related disclosures are included in the filing. The filing does not show why the insider traded or why the company acted.