Capstone Holding (CAPS) Registration filing summary

Company overview and business model

• National technology-enabled distributor and installer of thin veneer, natural and manufactured stone, masonry and hardscape products across 38 U.S. states and two Canadian provinces; nine facilities and 3,000+ SKUs.

• Instone, Canadian Stone Industries and Carolina Stone serve wholesale distribution markets; Carolina Stone also installs stone for residential, commercial and multi-family projects.

• Product portfolio spans manufactured and natural stone veneer, attached veneer systems, landscape and hardscape products, and modular fireplaces; Toro is positioned to support organic growth over the next three years.

• Strategy centers on expanding geographies and products, acquisitions, operational efficiency, customer service and innovation; new customers were added in six states in 2025.

Financial performance and metrics

• Net sales were $46.9 million in FY2025, including acquired businesses from their acquisition dates; H1 2026 sales were $34.1 million vs. $20.8 million H1 2025.

• Unaudited June 30, 2026 financial statements cited recurring losses, accumulated deficit and near-term maturities as initially raising substantial doubt about going concern; management said plans, including the equity line, alleviate the doubt.

• June 30, 2026 historical net tangible book deficit was $7.8 million, or $15.42 per share; assumed offering-adjusted deficit was $7.2 million, or $8.56 per share, with $11.28 per-share dilution to new investors.

• Gross proceeds from Tumim equity-line sales totaled approximately $1.7 million from June 2025 through October 22, 2026.

Use of proceeds and capital allocation

• No proceeds come from Tumim’s resale of registered shares; proceeds may arise from discretionary share sales to Tumim and are intended for working capital and general corporate purposes.

• Up to $18.3 million in aggregate gross proceeds may be available from future sales to Tumim, subject to agreement conditions; at the October 19, 2026 closing price of $2.72, 379,450 remaining registered shares implied about $1.0 million before placement fees.

• Management has broad discretion over proceeds; the filing warns use may not improve financial condition or market value.