Core Insights - Capstone Holding Corp. has exchanged $1.9 million in debt for a newly issued series of non-convertible preferred equity, enhancing its balance sheet and positioning for future mergers and acquisitions [1] Financial Impact - The strategic deleveraging has resulted in the retirement of 100% of the targeted debt, which will lower the company's interest expense for 2026 by more than $170,000 [1]

Core Insights - Oppenheimer & Co. Inc. is expanding its Custody and Prime Services (CAPS) platform to better serve small- and mid-sized hedge funds, investment managers, and family offices, reflecting a strategic growth phase [1][2] Group 1: CAPS Platform Expansion - The CAPS platform has integrated its Fixed Income custody business, now supporting global fixed income, equities, and listed options, indicating a response to increasing demand from emerging managers [2][3] - Launched in 2022, CAPS leverages Oppenheimer's self-clearing and custody infrastructure, focusing on high-touch, service-oriented offerings that align with the firm's strengths in fundamental research, capital markets access, and execution services [3][4] Group 2: Strategic Focus and Client Relationships - The growth of CAPS is seen as a major milestone in building a comprehensive multi-asset custody and execution platform, with a particular emphasis on deepening relationships with family offices [4][5] - Oppenheimer is committed to providing flexible, transparent, and bespoke solutions to help clients manage risk and preserve capital across generations [4][5] Group 3: Institutional Strategy - The CAPS platform is integral to Oppenheimer's long-term institutional strategy, aiming to support evolving client needs with scalable solutions that reflect the firm's institutional strengths and focus on relationships [5]

Core Insights - Capstone Holding Corp. is actively engaging in dialogues with strategic acquisition targets, indicating a robust M&A strategy [1] - The recent acquisition of Carolina Stone has been successfully integrated, reinforcing the company's disciplined approach to mergers and acquisitions [1] M&A Pipeline Update - The company has a rich pipeline of acquisition targets, showcasing continued momentum in its M&A activities [1] - The focus remains on executing strategic acquisitions that align with the company's growth objectives [1]

Core Insights - Capstone Holding Corp. is executing its M&A strategy to establish itself as a leader in the building products sector, supported by favorable market conditions for scaled platforms [1] Company Strategy - The company highlighted a recent article from Fortune Magazine that aligns with its mission to build a scaled leader in the building products industry [1] - Capstone's strategy is further validated by a recent report from Zonda, which emphasizes the positive outlook for the sector [1] Industry Context - Third-party reports indicate favorable conditions for scaled platforms within the building products market, suggesting a conducive environment for growth and consolidation [1]

Core Insights - Capstone Holding Corp. has developed an integration strategy that allows acquisitions to be accretive from day one, providing immediate value to both customers and shareholders [1] Integration as a Value Driver - The company's integration process is highlighted as a key driver of value, ensuring that newly acquired entities contribute positively to financial performance right from the start [1]

Financial Performance - Net sales for the three months ended June 30, 2025, were $12,852,000, a slight decrease of 0.3% compared to $12,886,000 for the same period in 2024[11]. - Gross profit for the six months ended June 30, 2025, was $4,455,000, compared to $4,508,000 for the same period in 2024, reflecting a decrease of 1.2%[11]. - The net loss attributable to Capstone Holding Corp. stockholders for the three months ended June 30, 2025, was $700,000, compared to a net loss of $1,328,000 for the same period in 2024, showing an improvement of 47.3%[11]. - For the six months ended June 30, 2025, the net loss was $2.428 million, compared to a net loss of $1.494 million for the same period in 2024, representing a 62.4% increase in losses[16]. - The company reported a net loss per share of $0.13 for the three months ended June 30, 2025, compared to a net loss per share of $8.43 for the same period in 2024[11]. - The company reported a loss from operations of $260,000 for the three months ended June 30, 2025, compared to a profit of $14,000 in the same period of 2024[65]. - The company incurred a loss from operations of $1,688,000 for the six months ended June 30, 2025, compared to a loss of $703,000 in the same period of 2024[65]. - The Company reported a net loss of $700,000 for the three months ended June 30, 2025, compared to a net loss of $381,000 in 2024, representing an increase of $319,000 or 84%[87]. - The company incurred a net loss of $2.4 million for the six months ended June 30, 2025, compared to a net loss of $1.5 million for the same period in 2024[109][110]. Assets and Liabilities - Total assets increased to $51,885,000 as of June 30, 2025, up from $47,221,000 on December 31, 2024, representing an increase of 5.6%[9]. - Total current liabilities increased to $16,971,000 as of June 30, 2025, from $12,550,000 as of December 31, 2024, marking an increase of 35.0%[9]. - The company’s total equity improved to $26,274,000 as of June 30, 2025, compared to a negative equity of $(3,058,000) as of December 31, 2024[9]. - Long-term debt, net of current portion, decreased to $5,827,000 as of June 30, 2025, from $6,323,000 as of December 31, 2024, a reduction of 7.8%[9]. - As of June 30, 2025, the company reported long-term debt of $5.8 million, with $2.9 million due within the next 12 months[51]. - The company has a lease liability of $3.3 million and right-of-use assets of $3.2 million as of June 30, 2025[53]. Cash Flow and Financing - Cash and cash equivalents increased significantly to $773,000 as of June 30, 2025, from $11,000 as of December 31, 2024[9]. - Cash flows used in operating activities for the six months ended June 30, 2025, were $3.992 million, significantly higher than $1.135 million for the same period in 2024[16]. - Net cash provided by financing activities was $4.76 million for the six months ended June 30, 2025, driven by a public offering and an increase in the line of credit[112]. - The company raised approximately $3.252 million in net proceeds from its IPO, selling 1,250,000 shares at a price of $4.00 per share[19]. - The company has sufficient liquidity to operate for at least one year from the issuance date of the June 30, 2025 interim consolidated financial statements[47]. Operational Metrics - Selling, general and administrative expenses rose to $3,390,000 for the three months ended June 30, 2025, compared to $2,750,000 for the same period in 2024, an increase of 23.3%[11]. - Selling, general and administrative expenses increased by $932,000 or 18% for the six months ended June 30, 2025, mainly due to higher investor relations expenses[98]. - Cost of goods sold decreased by $1.4 million or 8% for the six months ended June 30, 2025, driven by product mix and lower outbound freight[96]. - Gross profit margin for the six months ended June 30, 2025, increased to 21.5% from 20.3% in 2024, attributed to product mix and lower costs[97]. Compliance and Agreements - The company was in compliance with its Revolver's financial covenants as of June 30, 2025, after previously being out of compliance in 2024[43]. - The company executed an amendment to its Revolver in June 2025, extending the maturity date from June 2025 to December 2025[43]. - The company entered into a securities purchase agreement for senior secured convertible notes totaling up to $10,909,885, with initial proceeds of $3,000,000 received[46]. - The company executed a First Amendment to the Common Stock Purchase Agreement on June 26, 2025, with Tumim Stone Capital, LLC[10.3]. - Certifications pursuant to the Sarbanes-Oxley Act of 2002 were filed by both the Chief Executive Officer and Chief Financial Officer[31.1][31.2][32.1][32.2]. Strategic Initiatives - The company aims to continue growing its business through organic growth and strategic acquisitions[76]. - The company plans to utilize proceeds from its March 2025 Public Offering for organic growth and acquisitions in the building products sector[113]. - The company has the right to sell up to $20 million in common stock under a common stock purchase agreement with an accredited investor[59].

As filed with the Securities and Exchange Commission on August 4, 2025. 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 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 5141 W. 122 Street Alsip, IL 60803 (708) 371-0660 (Address, including zip code, a ...

45% OF VOTERS SAY INFLATION AND AFFORDABILITY IS THE MOST IMPORTANT ISSUE TO THEM PERSONALLY, UP 6 POINTS FROM JUNE 69% OF VOTERS SAY BIDEN'S OPEN BORDER WAS A DELIBERATE POLICY 80% OF VOTERS SUPPORT THE U.S. TAKING ALL ACTIONS NECESSARY TO PREVENT IRAN FROM OBTAINING A NUCLEAR WEAPON NEW YORK and CAMBRIDGE, Mass., July 14, 2025 /PRNewswire/ -- Stagwell (NASDAQ: STGW) today released the results of the July Harvard CAPS / Harris poll, a monthly collaboration between the Center for American Political Studies ...

Economic Sentiment - 51% of voters believe the economy is strong, an increase of 5 points since April 2025 [1] - 42% of voters feel the country is on the right track, up 3 points from April 2025 [6] - 34% of voters report their personal financial situation is improving, while 39% say it is worsening, marking the lowest percentage since October 2021 [6] Approval Ratings - President Trump's approval rating stands at 47%, with 87% of Republican voters approving [2] - The Republican Party's approval rating is at 52%, the highest since March 2023, while the Democratic Party's approval is at 42% [6] Policy Support - Majority support for Trump's immigration policies and government efficiency, with 84% favoring lower prescription drug prices for Medicare recipients [5][6] - 70% of voters support raising the top income tax rate, while 63% favor actions to close the Southern border [6][11] Tariff and Trade Opinions - Voters are split on Trump's tariff policies, with 57% believing they are harming the economy [11] - 60% of voters think the U.S. has been taken advantage of in trade [11] International Relations - 59% of voters support Trump's relations with Saudi Arabia, while 62% express ethical concerns regarding Trump's acceptance of a luxury Boeing 747 from Qatar [11] - 62% of voters believe the Trump administration should continue providing weaponry to Ukraine and impose sanctions on Russia [18]

PART I [FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201%3A%20FINANCIAL%20STATEMENTS) Capstone Holding Corp. reported a **net loss of $1.7 million** on **net sales of $7.9 million** for Q1 2025, improving **equity to $27.0 million** post-public offering despite liquidity challenges and covenant non-compliance [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) **Total assets increased to $52.2 million** by March 31, 2025, while **total equity transformed from a $3.1 million deficit to a positive $27.0 million** due to restructuring and a public offering Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Total Current Assets** | $16,707 | $12,800 | | **Total Assets** | $52,208 | $47,221 | | **Total Current Liabilities** | $14,657 | $12,550 | | **Total Liabilities** | $25,236 | $20,661 | | **Total Equity** | $26,972 | $(3,058) | - TotalStone, LLC's **Class B and Special Preferred Units**, valued at **$28.5 million** and **$1.1 million** respectively at the end of 2024, were eliminated from the balance sheet by March 31, 2025, following the company's **restructuring**[10](index=10&type=chunk) [Consolidated Statements of Operations](index=5&type=section&id=Consolidated%20Statements%20of%20Operations) For Q1 2025, **net sales decreased 15.6% to $7.9 million**, **gross profit fell 24.1% to $1.3 million**, and **net loss attributable to stockholders widened to $2.4 million** Consolidated Statements of Operations (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net sales | $7,899 | $9,359 | | Gross Profit | $1,325 | $1,745 | | Loss from operations | $(1,428) | $(717) | | Net Loss | $(1,728) | $(1,113) | | Net loss attributable to Capstone Holding Corp. stockholders | $(2,433) | $(2,034) | | Net loss per share – basic and diluted | $(0.47) | $(12.91) | | Weighted average number of common shares outstanding | 5,190,251 | 157,610 | [Consolidated Statements of Changes in Stockholders' Equity](index=6&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity) **Stockholders' equity dramatically increased from a $3.1 million deficit to a positive $27.0 million** in Q1 2025, driven by **Class B Preferred Units conversion** and **$3.3 million net proceeds from a public offering** - The company executed a **public offering of 1,250,000 common shares**, raising **$3.25 million**[14](index=14&type=chunk) - TotalStone's **Class B and Special Preferred Units were converted into common stock and debt**, respectively, as part of the **restructuring**[14](index=14&type=chunk) [Consolidated Statements of Cash Flows](index=7&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Q1 2025 saw **$2.3 million net cash used in operating activities**, offset by **$4.0 million from financing activities**, resulting in a **$1.7 million net cash increase** and a **quarter-end cash balance of $1.7 million** Summary of Cash Flows (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Cash flows used in operating activities | $(2,286) | $(1,242) | | Cash flows used in investing activities | $0 | $(100) | | Cash flows provided by financing activities | $4,019 | $1,321 | | **Net Change in Cash** | **$1,733** | **$(21)** | | **Cash at End of Period** | **$1,744** | **$30** | [Notes to Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail a March 2025 IPO and restructuring, which **raised $3.3 million** and converted preferred units, while highlighting **liquidity uncertainties** due to operating losses, **non-compliance with a financial covenant**, and a subsequent **$20 million equity line of credit** - On March 7, 2025, the company closed a **public offering of 1,250,000 shares at $4.00 per share**, generating **net proceeds of approximately $3.25 million**[19](index=19&type=chunk) - As of March 31, 2025, the company was **not in compliance with a financial covenant on its ABL Facility**. The facility's **maturity was extended to June 2025**, with negotiations for a longer-term extension underway[43](index=43&type=chunk) - On May 14, 2025, the company entered into a **common stock purchase agreement (Equity Line)** allowing it to sell **up to $20 million of its common stock** to an **accredited investor**[61](index=61&type=chunk)[45](index=45&type=chunk) [MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=17&type=section&id=ITEM%202%3A%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATION) Management attributes the **16% year-over-year decline in Q1 2025 sales** to challenging economic conditions, with **gross profit margin contracting from 18.6% to 16.8%** and **SG&A expenses rising 12%**, while **liquidity is constrained by non-compliance with revolving credit facility covenants** despite improved working capital and a new equity line of credit [Overview](index=17&type=section&id=Overview) Capstone Holding Corp. operates a **building products distribution network across 31 U.S. states**, serving **over 400 active dealers**, with a strategy focused on **organic growth and accretive acquisitions** and owning **five of the eight brands it distributes** - The company operates a **building products distribution network servicing 31 US states**, with **over 400 active customers**, primarily masonry and building materials dealers[64](index=64&type=chunk) - The company's strategy includes both **organic growth and integrating well-timed acquisitions**[69](index=69&type=chunk) - A **key strategic differentiator** is that the company **owns or controls five of the eight brands it sells**, including Aura™, Pangea Stone®, and Beon Stone®[67](index=67&type=chunk) [Results of Operations](index=19&type=section&id=Results%20of%20Operations) Comparing Q1 2025 to Q1 2024, **net sales decreased by 16% to $7.9 million**, **gross profit fell 24% to $1.3 million**, **loss from operations nearly doubled to $1.4 million**, and **net loss increased by 55% to $1.7 million**, primarily due to lower veneer product volumes Results of Operations Comparison (in thousands) | Metric | Q1 2025 | Q1 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $7,899 | $9,359 | $(1,460) | (16)% | | Gross profit | $1,325 | $1,745 | $(420) | (24)% | | Loss from operations | $(1,428) | $(717) | $(711) | (99)% | | Net loss | $(1,728) | $(1,113) | $(615) | (55)% | - The **decrease in sales** was attributed to challenging **economic conditions** (trade policies, interest rates, inflation) and colder winter temperatures compared to the prior year[78](index=78&type=chunk) - **Gross profit margin decreased from 18.6% to 16.8%** primarily due to **lower volumes and higher fixed freight costs**[81](index=81&type=chunk) - **Selling, general and administrative expenses increased by $291,000 (12%)**, mainly from a **$172,000 increase in investor relations** and **$111,000 in audit and legal fees**[82](index=82&type=chunk) [Liquidity and Capital Resources](index=21&type=section&id=Liquidity%20and%20Capital%20Resources) **Working capital improved to $2.1 million** as of March 31, 2025, but **liquidity remains dependent on its ABL Facility**, with **non-compliance with the Revolver's financial covenants** leading to a short-term extension and ongoing negotiations - **Working capital increased by $1.9 million to $2.1 million** as of March 31, 2025[87](index=87&type=chunk) - The company was **not in compliance with its Revolver's financial covenant** as of March 31, 2025. An amendment **extended the maturity date to June 2025**, and a longer-term extension is being negotiated[89](index=89&type=chunk) - The company's **liquidity is highly dependent on its ability to borrow on its Revolver**[90](index=90&type=chunk) [QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK](index=23&type=section&id=ITEM%203%3A%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURE%20ABOUT%20MARKET%20RISK) This section is **not applicable** for the reporting period - The company has indicated that **quantitative and qualitative disclosures about market risk are not applicable**[100](index=100&type=chunk) [CONTROLS AND PROCEDURES](index=23&type=section&id=ITEM%204%3A%20CONTROLS%20AND%20PROCEDURES) Management concluded that as of March 31, 2025, the company's **disclosure controls and procedures were not effective** due to **material weaknesses in internal control over financial reporting**, specifically a **lack of segregation of duties** and **limited review controls** stemming from **accounting resource constraints** - Management concluded that **disclosure controls and procedures were not effective** as of March 31, 2025[101](index=101&type=chunk) - **Material weaknesses were identified** due to **limited accounting resource constraints**, resulting in a **lack of segregation of duties** and **limited internal control structure review**[102](index=102&type=chunk) - To help remedy the **material weakness**, the company hired a **controller** subsequent to March 31, 2025[103](index=103&type=chunk) PART II [LEGAL PROCEEDINGS](index=24&type=section&id=ITEM%201%3A%20LEGAL%20PROCEEDINGS) The company is **not currently aware of any legal proceedings that would have a material adverse effect** on its business, financial condition, or results of operations - The company reports that it is **not currently aware of any material legal proceedings**[105](index=105&type=chunk) [RISK FACTORS](index=24&type=section&id=ITEM%201A%3ARISK%20FACTORS) There have been **no material changes to the risk factors** previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2024 - **No material changes to the risk factors** disclosed in the **Form 10-K** have occurred[106](index=106&type=chunk) [UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=24&type=section&id=ITEM%202%3A%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company reported **no unregistered sales of its equity securities** during the three months ended March 31, 2025 - There were **no unregistered sales of equity securities** during the quarter[107](index=107&type=chunk) [DEFAULTS UPON SENIOR SECURITIES](index=24&type=section&id=ITEM%203%3A%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) **None reported** - **None reported**[108](index=108&type=chunk) [OTHER INFORMATION](index=24&type=section&id=ITEM%205%3A%20OTHER%20INFORMATION) On May 14, 2025, the company entered into an **Equity Line Financing agreement** allowing it to sell **up to $20 million of its common stock** to an accredited investor, subject to an **issuance cap of 19.99% of outstanding shares (1,038,050 shares)** without shareholder approval - On May 14, 2025, the company entered into a **common stock purchase agreement (Equity Line Financing)** with an **accredited investor**[111](index=111&type=chunk) - The company has the right to sell **up to $20 million in common stock**, subject to an **issuance cap of 1,038,050 shares (19.99% of outstanding stock)** without shareholder approval[111](index=111&type=chunk)[113](index=113&type=chunk) - As consideration, the company will issue **$400,000 worth of 'Commitment Shares'** to the investor[115](index=115&type=chunk) [EXHIBITS](index=26&type=section&id=ITEM%206%3A%20EXHIBITS) The report includes several exhibits, most notably the forms for the **Common Stock Purchase Agreement** and the **Registration Rights Agreement** related to the Equity Line Financing, as well as **Sarbanes-Oxley certifications from the CEO and CFO** - **Key exhibits filed** include the **Form of Common Stock Purchase Agreement (10.1)** and **Form of Registration Rights Agreement (10.2)**[121](index=121&type=chunk) - **Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sarbanes-Oxley Act Sections 302 and 906** are also included as exhibits[121](index=121&type=chunk)