Capstone Holding (CAPS) Registration Filing summary

Company overview and business model

• Operates a building products distribution network, primarily through Instone, the largest U.S. distributor of thin veneer stone and masonry products, serving residential and commercial markets.

• Strategic focus on expanding geographic presence, product portfolio, and operational excellence, leveraging a 31-state distribution footprint.

• Controlled by Brookstone Partners, with a leadership team experienced in building products and M&A integration.

• Recent restructuring consolidated 100% ownership of TotalStone, the main operating subsidiary, and completed uplisting to Nasdaq in March 2025.

Financial performance and metrics

• Instone's revenues grew from $32.2 million in 2020 to $44.9 million in 2024.

• As of March 31, 2025, net tangible book value (deficit) was $(6,952,292), or $(1.34) per share.

• After the offering, as-adjusted net tangible book value (deficit) would be $(0.68) per share, with immediate dilution of $(2.50) per share to new investors at an assumed $1.82 per share price.

Use of proceeds and capital allocation

• No proceeds from resale by the selling stockholder; up to $20 million may be raised from sales to the selling stockholder under the Purchase Agreement at the company's discretion.

• Proceeds, if any, will be used for working capital, general corporate purposes, and repayment of outstanding indebtedness, with management retaining broad discretion over allocation.