caps20260625

caps20260625_s1.htm

As filed with the Securities and Exchange Commission on June 26, 2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
Under The Securities Act of 1933

CAPSTONE HOLDING CORP.
(Exact name of Registrant as specified in its charter)

Delaware		5090		86-0585310
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

18400 76th Avenue
Tinley Park, IL 60477
(708) 371-0660
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Matthew Lipman, Chief Executive Officer
Edward Schultz, Chief Financial Officer
Capstone Holding Corp.
18400 76th Avenue
Tinley Park, IL
(708) 371-0660
(Name, address, including zip code, and telephone number including area code, of agent for service)

With Copies to:

Joseph M. Lucosky, Esq.
Lawrence Metelitsa, Esq.
Steven A. Lipstein, Esq.
Lucosky Brookman LLP
101 Wood Avenue South, 5^th Floor
Woodbridge, New Jersey 08830
Phone: (732) 395-4400

Fax: (732) 395-4401

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large-Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

		Page
Prospectus Summary		1
Risk Factors		8
Use of Proceeds		11
Cautionary Note Regarding Forward-Looking Statements		11
Determination of Offering Price		12
Dilution		13
The Convertible Note Financing		14
Selling Stockholder		15
Plan of Distribution		16
Legal Matters		18
Experts		18
Incorporation of Certain Information by Reference		18
Where You Can Find More Information		19

Common Stock offered by the selling stockholder		Up to 4,407,334 shares of our Common Stock, assuming the issuance of (a) 4,002,334 shares issuable upon conversion of the October 2025 Convertible Note (based on 3.03 times the difference between the maximum number of shares issuable upon conversion of the remaining outstanding principal amount of $1,650,388 at a conversion price of $0.57, or 2,895,416 shares, and the 1,573,329 shares underlying the October 2025 Convertible Note that have been previously registered but not issued), and (b) 405,000 shares issuable upon exercise of the 3i Warrant.

Common Stock outstanding before the offering		15,203,173 shares of Common Stock.

Common Stock to be outstanding after this offering		19,610,507 shares of Common Stock.

Use of proceeds		We will not receive any of the proceeds from the resale by the selling stockholder of the shares of Common Stock issuable upon conversion of the October 2025 Convertible Note and exercise of the 3i Warrant. See section entitled “Use of Proceeds”.

Nasdaq Capital Market Trading Symbol		Our Common Stock is listed on the Nasdaq Capital Market under the symbol “CAPS”.

Dividends		We do not anticipate paying dividends on our Common Stock for the foreseeable future.

Risk factors		Investing in our securities is highly speculative and involves a high degree of risk. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 8 before deciding to invest in our securities.

Net tangible book deficit value per share as of March 31, 2026	$	(0.79	)
Increase in net tangible book deficit value per share attributable to the effects to this offering				$	0.32
As-adjusted net tangible book deficit value per share after giving effect to this offering				$	(0.47	)
Dilution in net tangible book deficit value per share to new investors				$	1.04

	Amount to be Paid
SEC Registration Fees	$	156
Legal Fees and Expenses	$	15,000
Accounting Fees and Expenses	$	5,000
Total	$	20,156

Exhibit		Incorporated by Reference			Filed or Furnished
Number	Exhibit Description	Form	Exhibit	Filing Date	Herewith
2.2	Asset Purchase Agreement, dated November 30, 2025, by and between TotalStone, LLC, Continental Stone Industries Inc. and Jeffery Leech	8-K	2.1	12/02/2025
2.3	Share Purchase Agreement, dated December 1, 2025, by and between InStone Canada Corp., Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech	8-K	2.2	12/02/2025
3.1	Restated Certificate of Incorporation, dated April 22, 2005, as amended on May 21, 2010, June 22, 2015, August 22, 2019, February 10, 2021, and February 18, 2022	S-1	3.1	12/31/2024
3.2	Bylaws of the Company	S-8	4.2	06/23/2015
3.3	Amended and Restated Certificate of Designation of Series A Preferred Stock, dated June 22, 2015	S-1	3.3	12/31/2024
3.4	Form of Certificate of Amendment to the Restated Certificate of Incorporation	S-1	3.4	2/6/2025
3.5	Form of Certificate of Designation of Series B Preferred Stock	S-1	3.5	2/6/2025
3.6	Certificate of Designation of Preferences, Rights and Limitations of Series Z 8% Non-Convertible Preferred Stock	8-K	3.1	10/6/2025
4.1	Common Stock Purchase Warrant, dated February 12, 2026, issued to 3i, LP	10-K	4.5	4/16/2026
5.1	Opinion of Lucosky Brookman LLP				X
10.1†	Securities Purchase Agreement, dated July 29, 2025, by and between Capstone Holding Corp. and 3i, LP	8-K	10.1	8/4/2025
10.2	Senior Secured Convertible Note, dated July 29, 2025, issued by Capstone Holding Corp. to 3i, LP	8-K	10.2	8/4/2025
10.3†	Registration Rights Agreement, dated July 29, 2025, by and between Capstone Holding Corp. and 3i, LP	8-K	10.3	8/4/2025
10.4†	Security Agreement, dated July 29, 2025, by and between Capstone Holding Corp. and 3i, LP	8-K	10.4	8/4/2025
10.5	Senior Secured Convertible Note, dated October 22, 2025, by and between Capstone Holding Corp. and 3i, LP	8-K	4.1	10/23/2025
10.6	Conversion Price Voluntary Adjustment Notice, dated October 5, 2025	8-K	10.2	10/6/2025
10.7	Conversion Price Voluntary Adjustment Notice	8-K	10.1	11/28/2025
10.8	Conversion Price Voluntary Adjustment Notice dated April 16, 2026	8-K	10.1	4/16/2026
21.1	List of Subsidiaries	S-1	21.1	12/31/2024
23.1	Consent of GBQ Partners LLC				X
23.2	Consent of Lucosky Brookman LLP (included in Exhibit 5.1)				X
107	Filing Fee Table				X

	Capstone Holding Corp.

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

Signature	Title	Date

/s/ Matthew E. Lipman	Chief Executive Officer and Director	June 26, 2026
Matthew E. Lipman	(Principal Executive Officer)

/s/ Edward C. Schultz	Chief Financial Officer	June 26, 2026
Edward C. Schultz	(Principal Financial and Accounting Officer)

/s/ Michael M. Toporek	Chairman	June 26, 2026
Michael M. Toporek

/s/ Charles Dana	Director	June 26, 2026
Charles Dana

/s/ John M. Holliman	Director	June 26, 2026
John M. Holliman, III

/s/ Gordon Strout	Director	June 26, 2026
Gordon Strout

/s/ Fredric J. Feldman	Director	June 26, 2026
Fredric J. Feldman

/s/ Elwood D. Howse	Director	June 26, 2026
Elwood D. Howse