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1、S-1/A 1 ea0245084-s1a1_capstone.htm AMENDMENT NO.1 TO FORM S-1As filed with the Securities and Exchange Commission on June 9,2025.Registration No.333-287745 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.1 TOFORM S-1REGISTRATION STATEMENTUnder The Securities Act of

2、1933 CAPSTONE HOLDING CORP.(Exact name of Registrant as specified in its charter)Delaware 5090 86-0585310(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)5141 W.122nd StreetAlsip,IL 60803(708)371-

3、0660(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Matthew Lipman,Chief Executive OfficerEdward Schultz,Chief Financial OfficerCapstone Holding Corp.5141 W.122nd StreetAlsip,IL 60803(708)371-0660(Name,address,including zip code,and tel

4、ephone number including area code,of agent for service)With Copies to:Joseph M.Lucosky,Esq.Lawrence Metelitsa,Esq.Steven A.Lipstein,Esq.Lucosky Brookman LLP101 Wood Avenue South,5th FloorWoodbridge,New Jersey 08830Phone:(732)395-4400Fax:(732)395-4401 Approximate date of commencement of proposed sale

5、 to the public:As soon as practicable after the effective date of thisRegistration 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 underthe Securities Act of 1933,check the following box.If this Form is filed to

6、 register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please checkthe following box and list the Securities Act registration statement number of the earlier effective registration statement for thesame offering.If this Form is a post-effective amendment file

7、d pursuant to Rule 462(c)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhtt

8、ps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm1/40 If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Securities Act registration statement number of the earlier effective reg

9、istration statement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporti

10、ng company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large-Accelerated FilerAccelerated FilerNon-Accelerated FilerSmaller Reporting Company Emerging Growth Company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transiti

11、on period forcomplying 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 effectivedate until the registrant shall file a f

12、urther amendment which specifically states that this registration statement shallthereafter become effective in accordance with Section 8(a)of the Securities Act of 1933,or until this RegistrationStatement shall become effective on such date as the Securities and Exchange Commission,acting pursuant

13、to Section 8(a),may determine.2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm2/40 The information in this prospectus is not complete and may be changed.We may

14、not sell these securities until theregistration statement filed with the Securities and Exchange Commission is effective.This prospectus is not an offer to sellthese securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.PRELIMIN

15、ARY PROSPECTUS SUBJECT TO COMPLETION DATED:JUNE 9,2025 CAPSTONE HOLDING CORP.5,190,251 Shares of Common Stock This prospectus relates to the offer and resale from time to time by the selling stockholder identified in this prospectus of up to anaggregate of 5,190,251 shares of common stock,par value$

16、0.0005 per share(the“Common Stock”),of Capstone Holding Corp.,aDelaware corporation(the“Company,”“we,”“us,”“our”),consisting of(i)215,054 shares to be issued as Commitment Shares(asdefined herein)and(ii)4,975,197 to be issued as Equity Line Securities(as defined herein),issuable pursuant to the comm

17、on stockpurchase agreement,dated May 14,2025(the“Purchase Agreement”).Our registration of the shares of Common Stock covered by this prospectus does not mean that the selling stockholder will offer orsell any of the shares.The selling stockholder may offer and sell or otherwise dispose of the shares

18、 of Common Stock described inthis prospectus from time to time through public or private transactions at prevailing market prices,at prices related to prevailingmarket prices or at privately negotiated prices.See“Plan of Distribution”.We are not selling any shares of Common Stock offered by this pro

19、spectus and will not receive any of the proceeds from the saleby the selling stockholder of the shares of Common Stock offered hereby.The selling stockholder will pay all underwriting discounts and selling commissions,if any,in connection with the sale of theshares of Common Stock.We have agreed to

20、pay certain expenses in connection with this registration statement and to indemnifythe selling stockholder and certain related persons against certain liabilities.No underwriter or other person has been engaged tofacilitate the sale of shares of Common Stock in this prospectus.The selling stockhold

21、er is an“underwriter”within the meaning of Section 2(a)(11)of the Securities Act and any profits on the salesof shares of our Common Stock by the selling stockholder and any discounts,commissions,or concessions received by the sellingstockholder are deemed to be underwriting discounts and commission

22、s under the Securities Act.Shares of our Common Stock are listed on the Nasdaq Capital Market(“Nasdaq”)under the symbol“CAPS”.On May 30,2025,the closing sale price of our Common Stock was$1.82 per share.We are a“controlled company”following this offering as defined under the Nasdaq Stock Market Rule

23、s.We are a“controlledcompany”because entities individually or jointly controlled by Matthew Lipman,our chief executive officer and a member of ourboard of directors,and Michael Toporek,the chairman of our board of directors(Brookstone Partners Acquisition XIV,LLC(“BPAXIV,LLC”),BP Peptides LLC,and Ne

24、ctarine Management LLC)have the ability to control all matters requiring shareholderapproval because these entities own over 50%of our Common Stock and control over 50%of our voting stock(inclusive of thevotes of the over 50%of the Series B Preferred Stock shares outstanding).Although we are conside

25、red a“controlled company”,wedo not intend to rely on the exemptions to corporate governance requirements as a“controlled company.”We are an“emerging growth company”and a“smaller reporting company,”as defined in Rule 12b-2 of the SecuritiesExchange Act of 1934,as amended,and have elected to take adva

26、ntage of certain scaled disclosure available to smaller reportingcompanies.This prospectus is intended to comply with the requirements that apply to an issuer that is a smaller reporting company.See“Prospectus Summary Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

27、Investing in our securities involves a high degree of risk.See“Risk Factors”beginning on page 8 of this prospectus andunder similar headings in the other documents that are incorporated by reference into this prospectus for a discussion ofinformation that should be considered in connection with an i

28、nvestment in our securities.You should rely only on the information contained in this prospectus,contained in the other documents that areincorporated by reference into this prospectus,or contained any prospectus supplement or amendment hereto.We have notauthorized anyone to provide you with differe

29、nt information.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities offered hereby,or determined if this prospectus is truthful or complete.Any representation to the contrary is acriminal offense.2025/6/10 09:37sec.gov/Archiv

30、es/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm3/40The date of this prospectus is _,2025 2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhtt

31、ps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm4/40 TABLE OF CONTENTS PageProspectus Summary 1Risk Factors 8Use of Proceeds 11Cautionary Note Regarding Forward-Looking Statements 11Determination of Offering Price 12Dilution 13The Tumim Stone Capital Equity F

32、inancing 14Selling Stockholders 15Plan of Distribution 16Legal Matters 18Experts 18Incorporation of Certain Information by Reference 18Where You Can Find More Information 19 You should rely only on information contained in this prospectus or in any free writing prospectus we may authorize to bedeliv

33、ered or made available to you.We have not,and the selling stockholder has not,authorized anyone to provide you withadditional information or information different from that contained in this prospectus or in any free writing prospectus.Neither the delivery of this prospectus nor the sale of our secu

34、rities means that the information contained in this prospectusor any free writing prospectus is correct after the date of this prospectus or such free writing prospectus.This prospectus isnot an offer to sell or the solicitation of an offer to buy our securities under any circumstances in which the

35、offer orsolicitation is unlawful or in any state or other jurisdiction where the offer is not permitted.The information in this prospectus is accurate only as of the date on the front cover of this prospectus and the informationin any free writing prospectus that we may provide you in connection wit

36、h this offering is accurate only as of the date ofthat free writing prospectus.Our business,financial condition,results of operations and prospects may have changed sincethose dates.No person is authorized in connection with this prospectus to give any information or to make any representations abou

37、t us,the securities offered hereby or any matter discussed in this prospectus,other than the information and representationscontained in this prospectus.If any other information or representation is given or made,such information orrepresentation may not be relied upon as having been authorized by u

38、s.Neither we nor the selling stockholder have done anything that would permit this offering or possession or distribution ofthis prospectus in any jurisdiction where action for that purpose is required,other than the United States.You are requiredto inform yourself about,and to observe any restricti

39、ons relating to,this offering and the distribution of this prospectus.i2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm5/40 PROSPECTUS SUMMARY This summary high

40、lights selected information appearing elsewhere in this prospectus.While this summary highlights what weconsider to be important information about us,you should carefully read this entire prospectus and the documents incorporatedby reference in this prospectus before investing in our Common Stock,es

41、pecially the risks and other information we discussunder the heading“Risk Factors”and our consolidated financial statements and related notes incorporated by reference herein.Our fiscal year end is December 31,and our fiscal years ended December 31,2024 and 2023 are sometimes referred to hereinas fi

42、scal years 2024 and 2023,respectively.Some of the statements made in this prospectus discuss future events anddevelopments,including our future strategy and our ability to generate revenue,income and cash flow.These forward-lookingstatements involve risks and uncertainties which could cause actual r

43、esults to differ materially from those contemplated in theseforward-looking statements.See“Cautionary Note Regarding Forward-Looking Statements”.Unless otherwise indicated or thecontext requires otherwise,the words“Capstone,”“we,”“us,”“our”,the“Company”or“our Company”refer to CapstoneHolding Corp.,a

44、 Delaware corporation,and its subsidiaries.Capstone Holding Corp.is a building products distribution network.The existing company is comprised of Instone,a leadingdistributor of thin veneer stone and related masonry products in the United States,serving both residential and commercialconstruction ma

45、rkets.Founded over 30 years ago,we have grown to become the largest wholesale distributor in the thin veneermasonry products industry.Our comprehensive product offering includes a wide range of manufactured and natural stoneproducts,supported by a strategically located distribution network designed

46、to provide reliable and efficient service to ourdiverse customer base.We are committed to being the preferred partner for our customers by providing high-quality products,expert support,andexceptional service.Our success is driven by our deep industry expertise,long-standing customer relationships,a

47、nd a relentlessfocus on operational excellence.Corporate History The Company was formed in 1987 as OrthoLogic Corp.In 2005,the Company filed its restated certificate of incorporation(the“Restated Certificate of Incorporation”).In 2010,the Company changed its name to Capstone Therapeutics Corp.On Aug

48、ust 22,2019,the Company filed a certificate of amendment to its Restated Certificate of Incorporation effecting a 1 for 1,000 reversestock split of the Common Stock of the Company,whereby each 1,000 shares of Common Stock of the Company became 1share of Common Stock.In 2021,the Company filed a certi

49、ficate of amendment to its Restated Certificate of Incorporationdecreasing the total number of shares of Common Stock authorized to be issued by the Company from 150,000,000 shares to205,000 shares,consisting of 200,000 shares of Common Stock,par value$0.0005 per share and 5,000 shares of preferred

50、stock,par value$0.0005 per share.On February 18,2022,the Company filed a certificate of amendment to its Restated Certificate ofIncorporation,changing the Companys name from Capstone Therapeutics Corp.to Capstone Holding Corp.On February 20,2025,following the Companys controlling shareholders approv

51、al,the Company filed an amendment to its Restated Certificateof Incorporation with the Secretary of State of the State of Delaware to increase the authorized shares of Common Stock to50,000,000 shares and increase the authorized shares of preferred stock to 25,000,000 shares.On February 20,2025,theC

52、ompany filed a Certificate of Designation(the“Series B Certificate of Designation”)with the Delaware Secretary of Statewhich designated 2 million shares of the Companys authorized preferred stock as Series B Preferred Stock(“Series B PreferredStock”),no par value.12025/6/10 09:37sec.gov/Archives/edg

53、ar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm6/40 Our Business Strategy and Operating Model Capstone Long-Term Growth Strategy.Our long-term growth strategy is built on the foundational streng

54、ths of our currentoperating subsidiary and the strategic opportunities available in the building products distribution and manufacturing industry.Our strategy has the following characteristics:Deep Team.Capstone is controlled by Brookstone Partners,a private equity group with 25 years of deep expert

55、ise inbuilding products investment.Brookstone Partners is controlled by Matthew Lipman,our chief executive officer and amember of our board of directors,and Michael Toporek,the chairman of our board.The Capstone leadership teamincludes seasoned operating executives and building products acquisition

56、and investment professionals.Capstonesleadership team includes its Lead Independent Director,Charles“Chuck”Dana.Mr.Dana spent 19 years at OwensCorning,a leading building materials company.At Owens Corning,Mr.Dana held various positions including Controller,President Global Composites and then Group

57、President Building Materials.In addition,from the Companys acquisition ofInstone in April 2020 through December 31,2024,Instones revenues have increased from approximately$32.2 million toapproximately$44.9 million.In February 2008,a Brookstone Partners affiliate invested$8.8 million in WoodcraftersH

58、ome Products Holdings LLC.Brookstones team worked with Woodcrafters management to grow earnings andBrookstone completed the sale of all of its interests in Woodcrafters for$32 million in December 2013.The ability toidentify,acquire and integrate acquisition candidates is a critical skill set to augm

59、ent the operating expertise that drivesorganic growth.The current operating company has successfully executed multiple acquisitions and integrations,laying asolid foundation for continued expansion.Strategic Timing.We believe we are strategically positioned to capitalize on market conditions within

60、the buildingproducts sector.Historically,acquiring companies at interest rate peaks has yielded strong returns,and we are poised toleverage these strategic investment opportunities as the market evolves.Industry Dynamics.According to the Bain&Company Global M&A Report published in 2024(the“Bain Repo

61、rt”),thisis“just the type of environment that has proved to offer opportunities to companies that are willing to make bold moves.”The Bain Report goes on to say,“building products companies that make frequent and material acquisitions substantiallyoutpace inactive companies in total shareholder retu

62、rns,9.6%vs 2.7%”and“the most successful companies will pursuescope M&A to build product,geography,and capability adjacencies.”The M&A environment for the building products sector is expected to improve because,according to the Bain Report,“there are ample one-off opportunities to acquire struggling

63、assets”,and“financial investors have taken a step back,especially in North America,removing a potentially formidable layer of competition.”Scale.For scale M&A,opportunities in core businesses allow for more operational synergies.The Bain Report states that“allowing management to focus on a more rela

64、ted group of products with some level of shared channels,end markets,ormanufacturing processes helps focus efforts and tells a clearer equity story.”Scope.Given macroeconomic uncertainty,companies who leverage their parenting advantage,the ability to effectivelymanage and integrate acquisitions,will

65、 be the most successful with regards to scope M&A.The Bain Report states that“the path to leadership generally means overlooking smaller assets in favor of bigger players for a first move in a newspace.”2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmh

66、ttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm7/40 22025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm8/40 The“Annual

67、 total shareholder returns for building products companies”chart and quotes from the Bain Report are usedwith permission from Bain&Company.The Bain Report was not commissioned by the Company.The Company does notcurrently and has not in the past had a direct or indirect business relationship with Bai

68、n&Company.The Bain Report ispublicly available via the Insight-Featured Topics portion of Bain&Companys website.Strategic Positioning.We believe we are strategically well-positioned to take advantage of the current marketopportunities because of:Team strength.The industry experience of the Board and

69、 Instone management provides the Company with the expertise toevaluate,acquire,and integrate acquisitions.Experience integrating acquisitions.Since 2006,the Company has successfully integrated four acquisitions.The teambelieves the Company has the resources and expertise to continue to integrate acq

70、uisitions successfully.Geographic distribution footprint of Instone.The current service area of the Company,which includes 31 states(with suchstates having over 60%of American households),provides a good basis on which to make both“scale”and“scope”acquisitions.Growth Premium.As Capstone continues to

71、 scale,growing its EBITDA,we anticipate benefiting from valuationpremiums associated with increased size.This growth,coupled with consistent earnings performance,is expected to drivesubstantial shareholder value and enhance our market positioning.Our current operating company,Instone,intends to driv

72、e sustainable growth,expands its geographic presence in thebuilding products industry,and delivers superior value to its customers,shareholders,and other stakeholders.We expect towork with Instone to achieve this through the following strategic pillars:Expand Market Presence.We are committed to expa

73、nding our geographic footprint,increasing penetration in existingmarkets,and entering new,underserved regions.Our sales and marketing team continues to seek new opportunities toonboard customers in markets we are not currently servicing.In 2024,we onboarded customers in 6 new states,which areinclude

74、d in our distribution network of 31 states.We will achieve this through both organic growth and strategicacquisitions that complement our existing business and provide opportunities to broaden our product offerings andcustomer base.Enhance Product Portfolio.We continuously strive to expand and diver

75、sify our product offerings to meet the evolvingneeds of our customers.This includes introducing new textures,colors,and materials within our stone product lines,aswell as expanding into adjacent building products and stone substitutes.By broadening our portfolio,we aim to increaseour share of wallet

76、 with existing customers and attract new customers.Operational Excellence.We are focused on optimizing our operations to improve efficiency,reduce costs,and enhancecustomer satisfaction.This involves investing in advanced technologies,streamlining our supply chain,and implementingbest practices acro

77、ss all aspects of our business.Operational excellence is key to maintaining our competitive edge andensuring long-term profitability.Customer-Centric Approach.Our customers are at the heart of everything we do.We are committed to building strong,long-lasting relationships by providing high-quality p

78、roducts,exceptional service,and expert support.Our goal is to be thepreferred partner for our customers,helping them succeed in their projects and achieve their business objectives.Innovation.We recognize the importance of innovation in the building products sector and prioritize it,continuallyseeki

79、ng new ways to improve our products,processes,and services to stay ahead of industry trends and meet the demandsof a changing market.The most recent example is our introduction of the Toro family of manufactured stone products.We used our 30 years of market knowledge to formulate a product offering

80、that is well thought out to meet the needs ofend use customers and distributors.We painstakingly designed each color family.We honed in on key manufacturing stepsto drive quality and consistency then thoughtfully designed packaging to meet the needs of distributors.The end result wasa set of product

81、s that competes with high-end alternatives in the sector on aesthetics,but for a better value.We expectToro to help drive significant organic revenue growth in the next three years.32025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Arc

82、hives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm9/40 TotalStone,LLC TotalStone,LLC is the Companys primary operating subsidiary,engaged in distributing masonry stone products for residentialand commercial construction across the Midwest and Northeast U.S.The Company acquired a

83、controlling interest in TotalStoneon April 1,2020,and,upon completion of the public offering on March 7,2025,now owns 100%of its equity interests.TotalStone operated under a management agreement with the Company for strategic and financial advisory services.On March7,2025,a restructuring was complet

84、ed,under which all of TotalStones outstanding Class B and Class C membership interestswere exchanged for 3,782,641 shares of the Companys Common Stock.Following this exchange,the Company became the solemember of TotalStone.Effective April 1,2025,the management agreement between TotalStone and the Co

85、mpany wasterminated.In connection with the restructuring,certain TotalStone management warrants were cancelled,and TotalStones special preferredinterests were exchanged for debt obligations under the Companys credit agreement with Stream Finance,LLC.TotalStonecontinues to maintain a revolving credit

86、 facility with Berkshire Bank,which provides for up to$14 million in working capitalfinancing.Our Public Offering and Uplisting on Nasdaq Capital Market On March 7,2025,the Company closed its follow-on public offering(the“Public Offering”)of 1,250,000 shares of CommonStock.On March 6,2025,the Compan

87、ys Common Stock began trading on the Nasdaq Capital Market under the symbol“CAPS”.Brookstone Investment As described in an 8-K filing with the Securities and Exchange Commission(the“SEC”)on July 17,2017(filed under the issuername of Capstone Therapeutics Corp.),on July 14,2017,the Company entered in

88、to a Securities Purchase,Loan and SecurityAgreement(the“Brookstone Agreement”)with BP Peptides,LLC(“Brookstone”).Pursuant to the Brookstone Agreement,Brookstone funded an aggregate of$3,440,000,with net proceeds of approximately$2,074,000,after paying off(a)certain convertible promissory notes dated

89、 December 11,2015 and due July 14,2017,payable toBiotechnology Value Fund,L.P.and affiliated entities and(b)transaction costs.Of this amount,$1,012,500 went towards thepurchase of 18,000(following a 1 for 750 reduction in the authorized Common Stock in February 2021)newly issued shares ofour Common

90、Stock,and$2,427,500 was in the form of a secured loan,due October 15,2020.On July 14,2017 Brookstone alsopurchased 6,722(following a 1 for 750 reduction in the authorized Common Stock in February 2021)shares of the CompanysCommon Stock directly from Biotechnology Value Fund affiliated entities,resul

91、ting in ownership of 24,722 shares.In August 2019 the Company filed a Form 15 and received approval from its shareholders for a 1-for-750 reverse stock split ofcommon shares to reduce the number of authorized common shares to 200,000 and a 1 for 400 reverse stock split of thepreferred shares to redu

92、ce the number of preferred shares to 2,500.This split brought shareholders of record to below 300 andallowed Capstone to become exempt from standard reporting requirements of the SEC.The Company continues to fully complywith the Alternate Reporting Format guidelines of the OTCQB,which,in part,requir

93、es filing of quarterly financial statementsand audited annual financial statements.42025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm10/40 Building Materials Bus

94、iness In March 2020,the Company entered into a transaction,which was effective April 1,2020,whereby it obtained a 100%interestin TotalStone,a materials distribution company that distributes masonry stone products for residential and commercialconstruction in the Midwest and Northeast United States,u

95、nder the trade names Instone and Northeast Masonry Distributors(NMD),which has been the Companys primary business activity since 2020.TotalStone,LLC(dba“Instone”),a Delaware limited liability company,was formed on October 4,2006.The Company isengaged in the distribution of pre-cast specialty items a

96、nd thin stone products and related accessories.All of its operations areperformed in Illinois,Ohio and New Jersey.Its administrative functions are performed in Massachusetts and Illinois,with itscorporate headquarters located in New Jersey.Instone services the Northeast and Midwest regions,which com

97、prise 31 states.TotalStone,LLC has a wholly owned subsidiary that is a single member Delaware limited liability company,Northeast MasonryDistributors,LLC(“NMD”,f/k/a NEM Purchaser,LLC),that was formed on September 23,2019.On November 14,2019,NEM Purchaser,LLC completed the purchase of Northeast Maso

98、nry Distributors,LLC including all of the assets and assumedliabilities,receivables,fixed assets,and other assets.The aggregate purchase price was$6,029,342.Post acquisition,NEMPurchaser LLC changed its name to Northeast Masonry Distributors,LLC.Prior to the acquisition,NMD was engaged in lightfabri

99、cation and distribution of natural stone products with operations in Plainville,Massachusetts.All of its manufacturing anddistribution operations are performed in Massachusetts.Administrative functions are performed in Massachusetts and NewJersey.NMD services the Northeast and Midwest regions,which

100、comprise 31 states.Other Corporate Actions In March 2020,the Company and Brookstone amended the Brookstone Agreement to extend the Secured Debts maturity toMarch 31,2022 and continued deferral of interest payable.As consideration,the Company has provided an option,for a periodending December 31,2021

101、,to convert all or part of the aggregate outstanding principal amount and any accrued interest of theSecured Debt or exercise of any warrant into Capstone Common Stock at a conversion price range of between$10.00 and$30.00 per share,as determined by an independent valuation at the time of conversion

102、.In December 2020,Brookstone exercised its option to convert$572,700 of accrued interest and secured debt into 24,900 sharesof Capstone Common Stock at an exercise price of$23 per share as supported by independent valuation.With this acquisition,Brookstone owned 54.8%of the Companys outstanding Comm

103、on Stock.In March 2021,the Company and Brookstone amended the Brookstone Agreement to extend the Secured Debts maturity toApril 1,2024(subsequently extended to December 31,2024)with continued interest deferral on the loan.In February 2022,the Company legally changed its name from Capstone Therapeuti

104、cs Corp.to Capstone Holding Corp.reflecting its primary line of business in building products.In March 2022,Brookstone exercised its option to convert$688,104 of accrued interest and$1,951,260 of secured debt into78,153 shares of Capstone Common Stock at an exercise price of$24.75 per share as suppo

105、rted by independent valuation.Withthis acquisition,Brookstone currently owns 77.3%of the Companys outstanding Common Stock.In November 2023,Capstone and Brookstone Acquisition Partners XXI,LLC(“Brookstone XXI”),a related entity to theCompanys majority shareholder,agreed to terms of an unsecured prom

106、issory note in the amount of$800,000 as part of a 2021transaction through its Capstone Beta,LLC(“Beta”)subsidiary to own a minority membership interest in Diamond ProductsHoldings,LLC(“DPH”)valued at$8 million for a$8 million secured note payable to Brookstone Acquisition Partners XXI.Theagreed to t

107、erms of the$800,000 note were formalized in a note agreement executed on March 31,2024.The sole assets of DPHconsisted of a 95%membership interest in Diamond Products LLC(“Diamond”),a consumer products holding company.Themajority membership interests in DPH and Diamond were controlled by Brookstone

108、XXI.The$800,000 unsecured promissorynote was triggered when the members of Diamond sold their membership interests to a third party as part of a restructuring andrecapitalization transaction of the Diamond operating entities.This$800,000 unsecured promissory note was issued onMarch 31,2024.The prima

109、ry consideration received in the transaction was the release of guarantees of the senior debt ofDiamond operating entities.No cash proceeds were received in the transaction.Pursuant to the terms of the Beta and BrookstoneXXI$8 million secured note,upon sale or disposition of the membership interests

110、 in Diamond,Brookstone XXIs remainingpayments due under the note are limited to cash proceeds received by DPH from the sale,accrued interest and a limited paymentguaranty of$800,000 provided by Capstone.Since no cash proceeds were received upon the sale of the Diamond membershipinterests,the$8 milli

111、on note payable to Brookstone XXI was forgiven and replaced by the new$800,000 note issued byCapstone resulting in a net$7.2 million gain on extinguishment of debt which offset the$8 million write-off of the investment inDPH.This promissory note of$800,000 plus accrued interest of$240,555(as of Sept

112、ember 30,2024)has been amended andextended for maturity through June 30,2026.2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm11/40 52025/6/10 09:37sec.gov/Archi

113、ves/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm12/40 In May 2024,the Board authorized and declared a dividend distribution of one right(a“Right”)for each outstanding share ofCommon Stock,

114、par value$0.0005 per share,of the Company to shareholders of record as of the close of business on May 1,2024.Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series APreferred Stock,par value$0.0005 per share,of the Company at an exercise price

115、of$5.00 per one one-hundredth of a PreferredShare,subject to adjustment.The terms of the Rights are set forth in a Tax Benefit Preservation Plan(the“Benefit Plan”),datedas of May 1,2024,between the Company and Computershare Inc.,as rights agent.By adopting the Benefit Plan,the Board is seeking to pr

116、otect the Companys ability to use its net operating losses and other taxattributes(collectively,“Tax Benefits”).The Company views its Tax Benefits as highly valuable assets that are likely to inure tothe benefit of the Company and its shareholders.The Board believes that it is in the best interests

117、of the Company and itsshareholders that the Company provide for the protection of these assets.The final expiration date of the Benefit Plan is April 1,2027.The Benefit Plan was cancelled per the Master Exchange and Other Transaction Agreement executed on March 3,2025.On November 11,2024,BP Peptides

118、,LLC(a Brookstone entity)and the Company agreed to the terms of the Second Amendedand Restated Note,with a principal amount of$700,617.52 and an accrued interest of$101.810.28,at an initial interest rate of6.0%per annum,to extend the maturity date through June 30,2026.Implications of Being an Emergi

119、ng Growth and Smaller Reporting Company We are an“emerging growth company”as defined in Section 2(a)(19)of the Securities Act of 1933,as amended(the“SecuritiesAct”),as modified by the Jumpstart Our Business Startups Act of 2012(the“JOBS Act”).As an emerging growth company,weare eligible to take adva

120、ntage of certain exemptions from various reporting requirements that are applicable to other publiccompanies that are not emerging growth companies,including,but not limited to:(1)presenting only two years of auditedfinancial statements in addition to any required unaudited interim financial stateme

121、nts with correspondingly reduced“Managements Discussion and Analysis of Financial Condition and Results of Operations”disclosure in this prospectus;(2)notbeing required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”);(3)ha

122、ving reduced disclosure obligations regarding executive compensation;(4)being exempt from therequirements to hold a non-binding advisory vote on executive compensation or to seek stockholder approval of any goldenparachute payments not previously approved;and(5)not being required to adopt certain ac

123、counting standards applicable topublic companies until those standards would otherwise apply to private companies.Although we are still evaluating our options under the JOBS Act,we may take advantage of some or all of the reducedregulatory and reporting obligations that will be available to us so lo

124、ng as we qualify as an“emerging growth company,”andthus the level of information we provide may be different than that of other public companies.If we do take advantage of any ofthese exemptions,some investors may find our securities less attractive,which could result in a less active trading market

125、 for ourCommon Stock,and the price of our Common Stock may be more volatile.As an“emerging growth company”under the JOBSAct,we are permitted to delay the adoption of new or revised accounting pronouncements applicable to public companies untilsuch pronouncements are made applicable to private compan

126、ies.We do not intend to take advantage of this extended transition period,which means that the financial statements included in thisprospectus,as well as any financial statements that we file in the future,will be subject to all new or revised accountingstandards generally applicable to public compa

127、nies.The decision not to take advantage of the extended transition period isirrevocable.We could remain an“emerging growth company”until the earliest to occur of:(1)the end of the fiscal year following the fifthanniversary of this offering;(2)the first fiscal year after our annual gross revenues are

128、$1.235 billion or more;(3)the date onwhich we have,during the previous three-year period,issued more than$1.0 billion in non-convertible debt securities;or(4)thedate on which we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).We have

129、 taken advantage of reduced disclosure regarding executive compensation arrangements and thepresentation of certain historical financial information in this prospectus,and we may choose to take advantage of some but notall of these reduced disclosure obligations in future filings.If we do,the inform

130、ation that we provide to our stockholders may bedifferent from what you might get from other public companies in which you hold stock.We are also a smaller reporting company,as defined in the Exchange Act.Even after we no longer qualify as an emerginggrowth company,we may still qualify as a smaller

131、reporting company,which would allow us to continue taking advantage ofmany of the same exemptions from disclosure requirements,including reduced disclosure obligations regarding executivecompensation in our periodic reports and proxy statements.In addition,for so long as we continue to qualify as a

132、non-accelerated filer,we will not be required to comply with the auditor attestation requirements of Section 404(b)of the Sarbanes-Oxley Act.Corporate Information2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887

133、151/000121390025052677/ea0245084-s1a1_capstone.htm13/40 Capstone Holding Corp.,formerly known as Capstone Therapeutics Corp.and OrthoLogic Corp.,was incorporated in Delawarein 1987 as a domestic corporation,with formal name changes in February 2022 and May 2010,respectively.The Companysprincipal exe

134、cutive offices are located at 5141 W.122nd St.Alsip,IL 60803 and the telephone number is(708)371-0660.62025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm14/40 THE

135、 OFFERING Securities offered by the sellingstockholder Up to 5,190,251 shares of our Common Stock,consisting of(i)215,054 shares to beissued as Commitment Shares and(ii)4,975,197 shares to be issued as Equity LineSecurities,issuable pursuant to the Purchase Agreement.Common Stock outstanding beforet

136、he offering 5,190,251 shares of Common Stock.Common Stock to be outstandingafter this offering 10,380,502 shares of Common Stock.Use of proceeds We will not receive any of the proceeds from the resale by the selling stockholder of thesecurities.We may receive up to$20.0 million in aggregate gross pr

137、oceeds from sales ofour Common Stock that we may elect to make to the selling stockholder pursuant to thePurchase Agreement from time to time in our sole discretion,from and after the initialsatisfaction of all of the conditions set forth in the Purchase Agreement.We may use theproceeds from sales o

138、f our Common Stock to the selling stockholder for working capitaland general corporate purposes.See section entitled“Use of Proceeds”.Nasdaq Capital Market TradingSymbol Our Common Stock is listed on the Nasdaq Capital Market under the symbol“CAPS”.Dividends We do not anticipate paying dividends on

139、our Common Stock for the foreseeable future.Risk factors Investing in our securities is highly speculative and involves a high degree of risk.Youshould carefully consider the information set forth in the“Risk Factors”sectionbeginning on page 8 before deciding to invest in our securities.72025/6/10 0

140、9:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm15/40 RISK FACTORS Investing in our securities involves a great deal of risk.Careful consideration should be made of the fo

141、llowing factors as well asother information included in this prospectus before deciding to purchase our securities.We have also identified a number of thesefactors under the heading“Risk Factors”in our periodic reports we file with the SEC,including our annual report on Form 10-Kfor the year ended D

142、ecember 31,2024(the“Annual Report”),which section is incorporated by reference herein.There are manyrisks that affect our business and results of operations,some of which are beyond our control.Our business,financial condition oroperating results could be materially harmed by any of these risks.This

143、 could cause the trading price of our securities to decline,and you may lose all or part of your investment.Additional risks that we do not yet know of or that we currently think areimmaterial may also affect our business and results of operations.Risks related to this offering It is not possible to

144、 predict the actual number of shares we will sell under the Purchase Agreement,or the actual gross proceedsresulting from those sales.We may not have access to the full amount available under the Purchase Agreement with the sellingstockholder.On May 14,2025,we entered into the Purchase Agreement wit

145、h the selling stockholder,pursuant to which the selling stockholdercommitted to purchase up to$20.0 million in shares of our Common Stock,subject to certain limitations and conditions set forth inthe Purchase Agreement.The shares of our Common Stock that may be issued under the Purchase Agreement ma

146、y be sold by us to the selling stockholder atour discretion from time to time over an approximately 24-month period commencing on the effective date of the registrationstatement of which this prospectus forms a part,provided that one or more registration statements covering the resale of shares ofCo

147、mmon Stock that have been and may be issued under the Purchase Agreement is declared effective by the SEC,a finalprospectus in connection therewith is filed,and the other conditions set forth in the Purchase Agreement are satisfied.We generallyhave the right to control the timing and amount of any s

148、ales of our shares of our Common Stock to the selling stockholder underthe Purchase Agreement.Sales of our Common Stock to the selling stockholder under the Purchase Agreement will depend uponmarket conditions and other factors to be determined by us.We may ultimately decide to sell to the selling s

149、tockholder all or aportion of the shares of our Common Stock that may be available pursuant to the Purchase Agreement,or decide to terminatethe Purchase Agreement and not sell to the selling stockholder any shares of our Common Stock that may be available for us to sellto the selling stockholder the

150、reunder.Because the purchase price per share to be paid by the selling stockholder for the shares of our Common Stock that we may elect tosell to the selling stockholder under the Purchase Agreement will fluctuate based on the market prices of our Common Stock duringthe applicable Purchase Valuation

151、 Period for each purchase,it is not possible for us to predict,as of the date of this prospectus,thenumber of shares of our Common Stock that we will sell to the selling stockholder under the Purchase Agreement,the purchaseprice per share that the selling stockholder will pay for shares purchased fr

152、om us under the Purchase Agreement,or the aggregategross proceeds that we will receive from those purchases by the selling stockholder under the Purchase Agreement.Although the Purchase Agreement provide that we may sell up to an aggregate of$20.0 million of our Common Stock to theselling stockholde

153、r,only 5,190,251 shares of our Common Stock are being registered for resale by the selling stockholder under theregistration statement of which this prospectus forms a part,which represents the Commitment Shares and 4,975,197 shares of ourCommon Stock that may be issued to the selling stockholder un

154、der the Purchase Agreement.If we elect to sell to the selling stockholder all of the 4,975,197 shares,which reflects the number of shares registered hereunderexcluding the Commitment Shares,in the registration statement of which this prospectus forms a part,the actual gross proceedsfrom the sale of

155、all such shares may be substantially less than the$20.0 million total commitment originally available to us underthe Purchase Agreement,which could materially adversely affect our liquidity.If it becomes necessary for us to issue and sell to the selling stockholder under the Purchase Agreement more

156、than the 4,975,197shares,which reflects the number of shares registered hereunder excluding the Commitment Shares,being registered for resaleunder the registration statement of which this prospectus forms a part in order to receive aggregate gross proceeds equal to the totalcommitment of an aggregat

157、e of$20.0 million under the Purchase Agreement,we must file with the SEC one or more additionalregistration statements to register under the Securities Act the resale by the selling stockholder of any such additional shares of ourCommon Stock we wish to sell from time to time under the Purchase Agre

158、ement,which the SEC must declare effective.We willneed to obtain stockholder approval to issue shares of our Common Stock in excess of the Exchange Cap under the PurchaseAgreement in accordance with the Nasdaq listing rules,unless the average per share purchase price paid by the selling stockholderf

159、or all shares of our Common Stock sold under the Purchase Agreement equals or exceeds$1.77,in which case,under the Nasdaqlisting rules,the Exchange Cap limitation will not apply to issuances and sales of our Common Stock under the PurchaseAgreement.In addition,the selling stockholder will not be req

160、uired to purchase any shares of our Common Stock if such sale2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm16/40would result in the selling stockholders benef

161、icial ownership exceeding 4.99%of the then outstanding shares of our CommonStock,subject to adjustment.82025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm17/40 An

162、y issuance and sale by us under the Purchase Agreement of a substantial amount of shares of our Common Stock in addition tothe 5,190,251 shares being registered for resale by the selling stockholder under the registration statement of which this prospectusforms a part could cause additional substant

163、ial dilution to our stockholders.The number of shares of our Common Stock ultimatelyoffered for resale by the selling stockholder is dependent upon the number of shares of our Common Stock we ultimately sell to theselling stockholder under the Purchase Agreement.Our inability to access a portion or

164、the full amount available under the Purchase Agreement,in the absence of any other financingsources,could have a material adverse effect on our business.The extent to which we rely on the selling stockholder as a source offunding will depend on a number of factors including the prevailing market pri

165、ce of our Common Stock and the extent to which weare able to secure working capital from other sources.If obtaining sufficient funding from the selling stockholder were to proveunavailable or prohibitively dilutive,we will need to secure another source of funding in order to satisfy our working capi

166、tal needs.Even if we were to receive all$20.0 million in gross proceeds under the Purchase Agreement,we may still need additional capitalto fully implement our business,operating and development plans.Should the financing we require to sustain our working capitalneeds be unavailable or prohibitively

167、 expensive when we require it,the consequences could have a material adverse effect on ourbusiness,operating results,financial condition and prospects.Investors who buy shares at different times will likely pay different prices.Pursuant to the Purchase Agreement,we will have discretion,subject to ma

168、rket demand,to vary the timing,prices,and numbers ofshares sold to the selling stockholder.If and when we do elect to sell shares of our Common Stock to the selling stockholder underthe Purchase Agreement,after the selling stockholder has acquired such shares,the selling stockholder may resell all o

169、r a portion ofsuch shares at any time or from time to time in its discretion and at different prices.As a result,investors who purchase shares fromthe selling stockholder at different times will likely pay different prices for those shares,and so may experience different levels ofdilution and in som

170、e cases substantial dilution and different outcomes in their investment results.Investors may experience adecline in the value of the shares they purchase from the selling stockholder as a result of future sales made by us to the sellingstockholder at prices lower than the prices such investors paid

171、 for their shares.We may require additional financing to sustain our operations and without it we will not be able to continue operations.Subject to the terms and conditions of the Purchase Agreement,as applicable,we may,at our discretion,direct the sellingstockholder to purchase up to an aggregate

172、of up to$20.0 million of our Common Stock under the Purchase Agreement from timeto time over an approximately 24-month period beginning on the effective date of the registration statement of which thisprospectus forms a part,provided that one or more registration statements covering the resale of sh

173、ares of common stock that havebeen and may be issued under the Purchase Agreement are declared effective by the SEC,a final prospectus in connectiontherewith is filed,and the other conditions set forth in the Purchase Agreement are satisfied.Although the Purchase Agreementprovides that we may sell u

174、p to an aggregate of$20.0 million of our Common Stock to the selling stockholder,only 4,975,197shares of our Common Stock that we may elect to sell to the selling stockholder m are being registered on the registration statementof which this prospectus forms a part.The purchase price per share for th

175、e shares of our Common Stock that we may elect to sell tothe selling stockholder under the Purchase Agreement will fluctuate based on the market prices of our Common Stock during theapplicable Purchase Valuation Period for each purchase made pursuant to the Purchase Agreement.Accordingly,it is not c

176、urrentlypossible to predict the number of shares that will be sold to the selling stockholder,the actual purchase price per share to be paid bythe selling stockholder for those shares,the actual gross proceeds to be raised in connection with those sales,and whether or not wewill need to register add

177、itional shares for resale by the selling stockholder.The extent to which we rely on the selling stockholder as a source of funding will depend on a number of factors,including theprevailing market price of our Common Stock and the extent to which we are able to secure working capital from other sour

178、ces.Ifobtaining sufficient funding from the selling stockholder were to prove unavailable or prohibitively dilutive,we may need to secureanother source of funding in order to satisfy our working capital needs.Even if we were to sell to the selling stockholder all of theshares of our Common Stock ava

179、ilable for sale to the selling stockholder under the Purchase Agreement,we will still needadditional capital to fully implement our business plan.Should the financing we require to sustain our working capital needs beunavailable or prohibitively expensive when we require it,the consequences would ha

180、ve a material adverse effect on our business,operating results,financial condition and prospects.92025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm18/40 Manageme

181、nt will have broad discretion as to the use of the proceeds from our sale of Common Stock to the selling stockholderunder the Purchase Agreement,and such uses may not improve our financial condition or market value.We currently intend to use the proceeds from any sales of shares of Common Stock unde

182、r the Purchase Agreement for therepayment of outstanding indebtedness and for general corporate purposes,including working capital.Our management will havebroad discretion in the application of such proceeds,including for any of the purposes described in“Use of Proceeds,”and wecould spend the procee

183、ds from the sale of shares of Common Stock under the Purchase Agreement,if any,in ways ourstockholders may not agree with or that do not yield a favorable return,or for corporate purposes that may not improve ourfinancial condition or advance our business objectives.You will not have the opportunity

184、,as part of your investment decision,toassess whether such proceeds are being used in a manner agreeable to you.You will be relying on the judgment of our managementconcerning these uses and you will not have the opportunity,as part of your investment decision,to assess whether the proceeds arebeing

185、 used appropriately.The failure of our management to apply these funds effectively could result in unfavorable returns anduncertainty about our prospects,each of which could cause the price of our Common Stock to decline.The selling stockholder may choose to sell the shares at prices below the curre

186、nt market price.The selling stockholder is not restricted as to the prices at which it may sell or otherwise dispose of the shares covered by thisprospectus.Sales or other dispositions of the shares below the then-current market prices could adversely affect the market price ofour Common Stock.You m

187、ay experience future dilution as a result of issuance of the shares,future equity offerings by us and other issuances of ourCommon Stock or other securities.In addition,the issuance of the shares and future equity offerings and other issuances of ourCommon Stock or other securities may adversely aff

188、ect our Common Stock price.The shares sold by the selling stockholder will be freely tradable without restriction or further registration under the Securities Act.As a result,a substantial number of shares of our Common Stock may be sold in the public market following this offering.If thereare signi

189、ficantly more shares of our Common Stock offered for sale than buyers are willing to purchase,then the market price ofour Common Stock may decline to a market price at which buyers are willing to purchase the offered Common Stock and sellersremain willing to sell our Common Stock.The issuance of the

190、 shares or any future sales of a substantial number of shares of ourCommon Stock in the public market,or the perception that such sales may occur,could also adversely affect the price of ourCommon Stock.We cannot predict the effect,if any,that market sales of those shares of Common Stock or the avai

191、lability of thoseshares for sale will have on the market price of our Common Stock.In addition,in order to raise additional capital,we may in the future offer additional shares of our Common Stock or othersecurities convertible into or exchangeable for our Common Stock at prices that may not be the

192、same as the price per share as priorissuances of Common Stock.We may not be able to sell shares or other securities in any other offering at a price per share that isequal to or greater than the price per share previously paid by investors,and investors purchasing shares or other securities in thefu

193、ture could have rights superior to existing stockholders.The price per share at which we sell additional shares of our commonstock or securities convertible into Common Stock in future transactions may be higher or lower than the prices per sharepreviously paid.In addition,the exercise price of the

194、Warrant may be greater than the price per share previously paid by certaininvestors.You will incur dilution upon exercise of any outstanding stock options,warrants or upon the issuance of shares ofCommon Stock under our stock incentive programs.In addition,the issuance of the shares and any future s

195、ales of a substantialnumber of shares of our Common Stock in the public market,or the perception that such sales may occur,could adversely affectthe price of our Common Stock.We cannot predict the effect,if any,that market sales of those shares of Common Stock or theavailability of those shares for

196、sale will have on the market price of our Common Stock.Future sales and issuances of our common stock under the Purchase Agreement or otherwise,or future sales of othersecurities,might result in significant dilution and could cause the price of our common stock to decline.To raise capital,we may sel

197、l our Common Stock,convertible securities or other equity securities in one or more transactions otherthan those contemplated by the Purchase Agreement,at prices and in a manner we determine from time to time.We may sell sharesor other securities in any other offering at a price per share that is le

198、ss than the price per share paid by the selling stockholder,andinvestors purchasing shares or other securities in the future could have rights superior to existing stockholders.The price per shareat which we sell additional shares of our Common Stock,or securities convertible or exchangeable into ou

199、r Common Stock,infuture transactions may be higher or lower than the price per share paid by the selling stockholder.Any sales of additional shareswill dilute our stockholders.Sales of a substantial number of shares of our Common Stock in the public market or the perceptionthat these sales might occ

200、ur could depress the market price of our Common Stock and could impair our ability to raise capitalthrough the sale of additional equity securities.We are unable to predict the effect that sales may have on the prevailing marketprice of our Common Stock.In addition,the sale of substantial amounts of

201、 our Common Stock could adversely impact its price.2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm19/40102025/6/10 09:37sec.gov/Archives/edgar/data/887151/0001

202、21390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm20/40 USE OF PROCEEDS All securities sold pursuant to this prospectus will be offered and sold by the selling stockholder.We will not receive any proceedsfrom the res

203、ale of Common Stock offered by the selling stockholder.We may receive up to$20.0 million in aggregate gross proceeds from sales of our Common Stock that we may elect to make to theselling stockholder pursuant to the Purchase Agreement from time to time in our sole discretion,from and after the initi

204、alsatisfaction of all of the conditions set forth in the Purchase Agreement.We may use the proceeds from sales of our Common Stockto the selling stockholder for working capital and general corporate purposes.Our expected use of proceeds from sales of our Common Stock that we may elect to make to the

205、 selling stockholder pursuant to theEquity Line Purchase Agreement,if any,represents our intentions based on our present plans and business conditions,which couldchange as our plans and business conditions evolve.The amounts and timing of our actual expenditures will depend on numerousfactors,includ

206、ing cash flows from operations,the extent and results of our research and development efforts,the anticipated growthof our business,and other factors.We may find it necessary or advisable to use such proceeds for other purposes,and,except as setforth above,we will have broad discretion in the applic

207、ation of such proceeds.CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus,including the information incorporated by reference into this prospectus,contains forward-looking statements.Forward-looking statements give our current expectations or forecasts of future events.You can iden

208、tify these statements by thefact that they do not relate strictly to historical or current facts.Forward-looking statements involve risks and uncertainties andinclude statements regarding,among other things,our projected revenue growth and profitability,our growth strategies andopportunity,anticipat

209、ed trends in our market and our anticipated needs for working capital.They are generally identifiable by useof the words“may,”“will,”“should,”“anticipate,”“estimate,”“plans,”“potential,”“projects,”“continuing,”“ongoing,”“expects,”“management believes,”“we believe,”“we intend”or the negative of these

210、 words or other variations on these words or comparableterminology.These statements may be found under the sections entitled“Managements Discussion and Analysis of FinancialCondition and Results of Operations”and“Business,”in our Annual Report,as well as in this prospectus generally.In particular,th

211、ese include statements relating to future actions,prospective products,market acceptance,future performance or results ofcurrent and anticipated products,sales efforts,expenses,and the outcome of contingencies such as legal proceedings and financialresults.Such forward-looking statements include,wit

212、hout limitation,statements regarding:our need for,and our ability to raise,additional equity or debt financing on acceptable terms,if at all;our need to take additional cost reduction measures,cease operations or sell our operating assets,if we are unable toobtain sufficient additional financing;our

213、 belief that we have sufficient liquidity to finance normal operations;the options we may pursue in light of our financial condition;the amount of cash necessary to operate our business;general economic conditions;the anticipated future financial performance and business operations of our company;an

214、d our ability to retain our core group of personnel.We operate in a very competitive and rapidly changing environment.New risks emerge from time to time.It is not possible for usto predict all of those risks,nor can we assess the impact of all of those risks on our business or the extent to which an

215、y factor maycause actual results to differ materially from those contained in any forward-looking statement.The forward-looking statements inthis prospectus are based on assumptions management believes are reasonable.However,due to the uncertainties associated withforward-looking statements,you shou

216、ld not place undue reliance on any forward-looking statements.Further,forward-lookingstatements speak only as of the date they are made,and unless required by law,we expressly disclaim any obligation orundertaking to publicly update any of them in light of new information,future events,or otherwise.

217、112025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm21/40 DETERMINATION OF OFFERING PRICE The selling stockholder will offer shares of our Common Stock for sale u

218、nder this prospectus at prevailing market prices orprivately negotiated prices.We cannot currently determine the price or prices at which the shares of Common Stock may be sold bythe selling stockholder under this prospectus.The offering price of our Common Stock does not necessarily bear any relati

219、onship toour book value,assets,past operating results,financial condition or any other established criteria of value.122025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capst

220、one.htm22/40 DILUTION The sale of our Common Stock to the selling stockholder pursuant to the Purchase Agreement will have a dilutive impact on ourstockholders.In addition,the lower our stock price is at the time we exercise our right to sell shares to the selling stockholder,themore shares of our C

221、ommon Stock we will have to issue to the selling stockholder pursuant to the Purchase Agreement,as a resultof which our existing stockholders would experience greater dilution.Our net tangible book value represents total tangible assets less total liabilities divided by the number of shares of Commo

222、n Stockoutstanding on March 31,2025.As of March 31,2025,we had a historical net tangible book value(deficit)of$(6,952,292),or$(1.34)per share of Common Stock.After giving effect to the issuance of 5,190,251 shares of our Common Stock to the selling stockholder pursuant to the PurchaseAgreement at an

223、 assumed sale price of$1.82 per share of our Common Stock,which is the closing price of our Common Stock onNasdaq on May 30,2025,and after deducting estimated offering expenses payable by us,our as-adjusted net tangible book value(deficit)as of March 31,2025 would have been approximately$(7,083,792)

224、,or$(0.68)per share.This represents an immediateincrease in net tangible book value of$0.66 per share to existing stockholders and an immediate dilution of$(2.50)per share tonew investors.The following table illustrates this per share dilution:Assumed offering price per share of Common Stock$1.82 Ne

225、t tangible book deficit value per share as of March 31,2025$(1.34)Increase/Decrease in net tangible book deficit value per share attributable to the effects to thisoffering$0.66 As adjusted net tangible book deficit value per share after giving effect to this offering$(0.68)Dilution in net tangible

226、book deficit value per share to new investors$(2.50)The calculations above are based on 5,190,251 shares of our Common Stock outstanding as of March 31,2025.132025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151

227、/000121390025052677/ea0245084-s1a1_capstone.htm23/40 THE TUMIM STONE CAPITAL EQUITY FINANCING On May 14,2025,the Company entered into the Purchase Agreement and a registration rights agreement(the“Registration RightsAgreement”)with the selling stockholder,Tumim Stone Capital,LLC(“Tumim Stone Capital

228、”).Under the terms and subject to theconditions set forth in the Purchase Agreement,the Company has the right,but not the obligation,to sell to Tumim Stone Capital,and Tumim Stone Capital is obligated to purchase,up to the lesser of(a)$20,000,000 in aggregate gross purchase price of theCompanys Comm

229、on Stock(the“Equity Line Securities”)and(b)the Exchange Cap(as defined below)(the“Tumim Stone CapitalEquity Financing”).The shares of Common Stock to be issued by the Company and purchased by the Tumim Stone Capital will be sold at a purchaseprice equal to 97%of the lowest daily volume-weighted aver

230、age price of the Common Stock on the Nasdaq Capital Market duringthe three consecutive trading days immediately following the trading date on which a valid purchase notice is delivered to TumimStone Capital by the Company.Consistent with certain applicable Nasdaq rules,the Company may not issue to T

231、umim Stone Capital more than 1,038,050 sharesof its Common Stock(the“Exchange Cap”)under the Purchase Agreement,which number of shares is equal to 19.99%of theshares of the Companys Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement,unless the Company ob

232、tains stockholder approval to issue shares of its Common Stock in excess of such limit in accordance withapplicable rules of Nasdaq.Moreover,the Company may not issue or sell any shares of Common Stock to Tumim Stone Capital which,when aggregated withall other shares of common stock then beneficiall

233、y owned by Tumim Stone Capital and its affiliates(as calculated pursuant toSection 13(d)of the Exchange Act and Rule 13d-3 promulgated thereunder),would result in Tumim Stone Capital beneficiallyowning more than 4.99%of the issued and outstanding shares of Common Stock,unless such limit is increased

234、 by Tumim StoneCapital up to a maximum of 9.99%.As consideration for Tumim Stone Capitals irrevocable commitment to purchase shares of Common Stock,upon execution of thePurchase Agreement,the Company became obligated to issue to Tumim Stone Capital a number of shares of Common Stock equalto$400,000

235、divided by the lower of(i)the Nasdaq official closing price of its Common Stock on the trading day immediately priorto the Companys initial filing of the registration statement covering the resale of the shares under this prospectus,or(ii)theaverage Nasdaq official closing price over the five consec

236、utive trading days ending on the trading day immediately prior to suchfiling(the“Commitment Shares”).The Commitment Shares are to be issued following the effective date of the registrationstatement.In certain circumstances,the Company may become obligated to pay to Tumim Stone Capital a cash fee equ

237、al to$400,000 in lieu of issuing such shares of Common Stock,under the terms and subject to the conditions described in the PurchaseAgreement.The Purchase Agreement provides customary representations,warranties,and covenants of the Company and Tumim StoneCapital.Pursuant to the Registration Rights A

238、greement,the Company agreed to file a resale registration statement covering the resale of theRegistrable Securities(as defined in the Registration Rights Agreement)with the SEC within 30 calendar days after the date of theRegistration Rights Agreement(the“Filing Deadline”),and to use commercially r

239、easonable efforts to cause such resale registrationstatement to be declared effective by the SEC as soon as reasonably practicable following the filing thereof,no later than(i)withrespect to the initial registration statement,the earlier of(A)the seventy-fifth(75th)calendar day after the earlier of(

240、1)the date onwhich the initial registrations statement is filed and(2)the Filing Deadline,if such registration statement is subject to review by theSEC,and(B)the thirtieth(30th)calendar day after the earlier of(1)the date on which the initial registration statement is filed and(2)the Filing Deadline

241、,if the Company is notified by the SEC that such registration statement will not be reviewed;and(ii)withrespect to any subsequent registration statements that may be required to be filed by the Company pursuant to the PurchaseAgreement,the earlier of(A)the sixtieth(60th)calendar day following the da

242、te on which the Company was required to file suchadditional registration statement,if such registration statement is subject to review by the SEC,and(B)the thirtieth(30th)calendarday following the date on which the Company was required to file such subsequent registration statement,if the Company is

243、notified by the SEC that such registration statement will not be reviewed.Joseph Gunnar&Co.,LLC(the“Placement Agent”)acted as the sole sales agent for the Tumim Stone Capital Equity Financing.Pursuant to the placement agency agreement,dated May 15,2025,the Company agreed to pay the Placement Agent a

244、 cash feeequal to 7.0%of the gross proceeds upon each closing of a drawdown(each,a“Closing”)under the Tumim Stone Capital EquityFinancing and to reimburse up to$15,000 for expenses incurred in connection with the Tumim Stone Capital Equity Financing atthe initial Closing.142025/6/10 09:37sec.gov/Arc

245、hives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm24/40 SELLING STOCKHOLDER This prospectus relates to the possible resale from time to time by Tumim Stone Capital of any or all of the sha

246、res of CommonStock that may be issued by us to Tumim Stone Capital under the Purchase Agreement.For additional information regarding theissuance of Common Stock covered by this prospectus,see the section titled“The Tumim Stone Capital Equity Financing”above.We are registering the shares of Common St

247、ock pursuant to the provisions of the Registration Rights Agreement we entered intowith Tumim Stone Capital on May 14,2025,in order to permit the selling stockholder to offer the shares for resale from time totime.Except for the transactions contemplated by the Purchase Agreement and the Registratio

248、n Rights Agreement,Tumim StoneCapital has not had any material relationship with us within the past three years.As used in this prospectus,the term“sellingstockholder”means Tumim Stone Capital,LLC.The table below presents information regarding the selling stockholder and the shares of Common Stock t

249、hat it may offer fromtime to time under this prospectus.This table is prepared based on information supplied to us by the selling stockholder,andreflects holdings as of May 30,2025.The number of shares in the column“Maximum Number of Shares of Common Stock to beOffered Pursuant to this Prospectus”re

250、presents all of the shares of Common Stock the selling stockholder may offer under thisprospectus.The selling stockholder may sell some,all,or none of its shares in this offering.We do not know how long the selling stockholder will hold the shares before selling them,and we are not currently aware o

251、f anyexisting agreements,arrangements or understandings between the selling stockholder and any other stockholder,broker,dealer,underwriter or agent relating to the sale or distribution of the shares of our Common Stock offered by this prospectus by the sellingstockholder.Beneficial ownership is det

252、ermined in accordance with Rule 13d-3(d)promulgated by the SEC under the Exchange Act,andincludes shares of Common Stock with respect to which the selling stockholder has voting and investment power.The percentageof shares of Common Stock beneficially owned by the selling stockholder prior to the of

253、fering shown in the table below is based onan aggregate of 5,190,251 shares of our Common Stock outstanding on May 30,2025.Because the purchase price of the shares ofCommon Stock issuable under the Purchase Agreement is determined on each VWAP Purchase Date,with respect to a VWAPPurchase,the number

254、of shares that may actually be sold by the Company under the Purchase Agreement may be fewer than thenumber of shares being offered by this prospectus.The fourth column assumes the sale of all of the shares offered by the sellingstockholder pursuant to this prospectus.Number of Shares ofCommon Stock

255、 OwnedPrior to Offering MaximumNumber ofShares ofCommonStock to beOfferedPursuant tothis Maximum Number ofShares of Common StockOwned After Offering Name of Selling Stockholder Number(1)Percent(2)Prospectus(3)Number(4)Percent(2)Tumim Stone Capital,LLC(5)-5,190,251 546,341 4.99%*Represents less than

256、1.0%.(1)In accordance with Rule 13d-3(d)under the Exchange Act,we have excluded from the number of shares beneficially ownedprior to the offering all of the shares that Tumim Stone Capital may be required to purchase under the Purchase Agreement,because the issuance of such shares is solely at our d

257、iscretion and is subject to conditions contained in the PurchaseAgreement,the satisfaction of which are entirely outside of Tumim Stone Capitals control,including the registration statementthat includes this prospectus becoming and remaining effective.(2)Applicable percentage ownership is based on 5

258、,190,251 shares of our common stock outstanding as of May 30,2025.(3)The 5,190,251 shares of Common Stock consist of(i)215,054 shares to be issued as Commitment Shares and(ii)up to4,975,197 shares to be issued as Equity Line Securities,issuable pursuant to the Purchase Agreement.(4)The VWAP Purchase

259、s of Common Stock are subject to certain agreed upon maximum amount limitations set forth in thePurchase Agreement.Also,the Purchase Agreement prohibits us from issuing and selling any shares of our Common Stock toTumim Stone Capital to the extent such shares,when aggregated with all other shares of

260、 our Common Stock then beneficiallyowned by Tumim Stone Capital,would cause Tumim Stone Capitals beneficial ownership of our Common Stock to exceed4.99%,unless such limit is increased by Tumim Stone Capital up to a maximum of 9.99%.The amount presented in this tablerepresents such number of shares p

261、ursuant to the blocker provision in the Purchase Agreement that prohibits Tumim StoneCapitals beneficial ownership of our common stock to exceed 4.99%,unless such limit is increased by Tumim Stone Capitalup to a maximum of 9.99%.In the absence of such 4.99%blocker provisions,Tumim Capital Stone woul

262、d be deemed to havebeneficial ownership of 5,190,251 shares of our Common Stock after the Offering.The Purchase Agreement also prohibits usfrom issuing or selling shares of our Common Stock under the Purchase Agreement in excess of the 19.99%Exchange Capunless we obtain stockholder approval to do so

263、,or unless sales of Common Stock are made at a price equal to or greater than2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm25/40$1.77 per share,such that the

264、Exchange Cap limitation would not apply under applicable Nasdaq rules.Neither the beneficialownership limitation nor the Exchange Cap(to the extent applicable under Nasdaq rules)may be amended or waived under thePurchase Agreement.(5)The business address of Tumim Stone Capital is 2 Wooster Street,2n

265、d Floor,New York,New York 10013.Tumim StoneCapitals principal business is that of a private investor.Maier Joshua Tarlow is the manager of 3i Management,LLC,thegeneral partner of 3i,LP,which is the sole member of Tumim Stone Capital,and has sole voting control and investmentdiscretion over securitie

266、s beneficially owned directly by Tumim Stone Capital and indirectly by 3i Management,LLC and 3i,LP.3i Management,LLC is also the manager of Tumim Stone Capital.We have been advised that none of Mr.Tarlow,3iManagement,LLC,3i,LP,or Tumim Stone Capital is a member of the FINRA or an independent broker-

267、dealer,or an affiliateor associated person of a FINRA member or independent broker-dealer.The foregoing should not be construed in and of itselfas an admission by Mr.Tarlow as to beneficial ownership of the securities beneficially owned directly by Tumim Stone Capitaland indirectly by 3i Management,

268、LLC and 3i,LP.152025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm26/40 PLAN OF DISTRIBUTION The shares of Common Stock offered by this prospectus are being offer

269、ed by the selling stockholder,Tumim Stone Capital.Theshares may be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or throughbrokers,dealers,or underwriters who may act solely as agents at market prices prevailing at the time of sale,at prices rela

270、ted to theprevailing market prices,at negotiated prices,or at fixed prices,which may be changed.The sale of the ordinary shares offered bythis prospectus could be effected in one or more of the following methods:ordinary brokers transactions;transactions involving cross or block trades;through broke

271、rs,dealers,or underwriters who may act solely as agents;“at the market”into an existing market for the ordinary shares;in other ways not involving market makers or established business markets,including direct sales to purchasers orsales effected through agents;in privately negotiated transactions;o

272、r any combination of the foregoing.In order to comply with the securities laws of certain states,if applicable,the shares may be sold only through registered orlicensed brokers or dealers.In addition,in certain states,the shares may not be sold unless they have been registered or qualifiedfor sale i

273、n the state or an exemption from the states registration or qualification requirement is available and complied with.Tumim Stone Capital has informed us that it intends to use one or more registered broker-dealers to effectuate all sales,if any,ofour Common Stock that it has acquired and may in the

274、future acquire from us pursuant to the Purchase Agreement.Such sales willbe made at prices and at terms then prevailing or at prices related to the then current market price.Each such registered broker-dealer will be an underwriter within the meaning of Section 2(a)(11)of the Securities Act.Tumim St

275、one Capital has informed usthat each such broker-dealer will receive commissions from Tumim Stone Capital that will not exceed customary brokeragecommissions.Tumim Stone Capital is an“underwriter”within the meaning of Section 2(a)(11)of the Securities Act,and any profits on the salesof shares of our

276、 Common Stock by Tumim Stone Capital and any discounts,commissions,or concessions received by TumimStone Capital are deemed to be underwriting discounts and commissions under the Securities Act.We will file a post-effectiveamendment to the registration statement of which this prospectus forms a part

277、 to identify the name of any permitted transferee ofthe Investor and such permitted transferee will be named an underwriter with respect to the shares offered by this prospectus.Brokers,dealers,underwriters or agents participating in the distribution of the shares of our Common Stock offered by this

278、prospectus may receive compensation in the form of commissions,discounts,or concessions from the purchasers,for whom thebroker-dealers may act as agent,of the shares sold by the selling stockholder through this prospectus.The compensation paid toany such particular broker-dealer by any such purchase

279、rs of shares of our Common Stock sold by the selling stockholder may beless than or in excess of customary commissions.Neither we nor the selling stockholder can presently estimate the amount ofcompensation that any agent will receive from any purchasers of shares of our Common Stock sold by the sel

280、ling stockholder.We know of no existing arrangements between the selling stockholder or any other stockholder,broker,dealer,underwriter or agentrelating to the sale or distribution of the shares of our Common Stock offered by this prospectus.We may from time to time file with the SEC one or more sup

281、plements to this prospectus or amendments to the registrationstatement of which this prospectus forms a part to amend,supplement or update information contained in this prospectus,including,if and when required under the Securities Act,to disclose certain information relating to a particular sale of

282、 sharesoffered by this prospectus by the selling stockholder,including the names of any brokers,dealers,underwriters or agentsparticipating in the distribution of such shares by the selling stockholder,any compensation paid by the selling stockholder to anysuch brokers,dealers,underwriters or agents

283、,and any other required information.162025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm27/40 We will pay the expenses incident to the registration under the Secu

284、rities Act of the offer and sale of the shares of our CommonStock covered by this prospectus by the selling stockholder,and have agreed to reimburse Tumin Stone Capital for the fees anddisbursements of its counsel incurred in connection therewith,in an amount not to exceed$10,000.As consideration fo

285、r itsirrevocable commitment to purchase our Common Stock under the Purchase Agreement,we are required to issue to Tumim StoneCapital up to 215,054 shares of our Common Stock as the Commitment Shares,which equals$400,000 divided by$1.86,theaverage Nasdaq official closing price over the five consecuti

286、ve trading days ending on the trading day immediately prior to theCompanys initial filing of the registration statement.We also have agreed to reimburse Tumim Stone Capital for the fees anddisbursements of its counsel,payable upon execution of the Purchase Agreement,in an amount not to exceed$80,000

287、.We also have agreed to indemnify Tumim Stone Capital and certain other persons against certain liabilities in connection with theoffering of shares of our Common Stock offered hereby,including liabilities arising under the Securities Act or,if such indemnity isunavailable,to contribute amounts requ

288、ired to be paid in respect of such liabilities.Tumim Stone Capital has agreed to indemnifyus against liabilities under the Securities Act that may arise from certain written information furnished to us by Tumim StoneCapital specifically for use in this prospectus or,if such indemnity is unavailable,

289、to contribute amounts required to be paid inrespect of such liabilities.Insofar as indemnification for liabilities arising under the Securities Act may be permitted to ourdirectors,officers,and controlling persons,we have been advised that in the opinion of the SEC this indemnification is againstpub

290、lic policy as expressed in the Securities Act and is therefore,unenforceable.We estimate that the total expenses for the offering will be approximately$131,500.Tumim Stone Capital has represented to us that at no time prior to the date of the Purchase Agreement has Tumim Stone Capital orits agents,r

291、epresentatives or affiliates engaged in or effected,in any manner whatsoever,directly or indirectly,any short sale(assuch term is defined in Rule 200 of Regulation SHO of the Exchange Act)of our Common Stock or any hedging transaction,whichestablishes a net short position with respect to our Common

292、Stock.Tumim Stone Capital has agreed that during the term of thePurchase Agreement,neither Tumim Stone Capital,nor any of its agents,representatives or affiliates will enter into or effect,directly or indirectly,any of the foregoing transactions.We have advised the selling stockholder that it is req

293、uired to comply with Regulation M promulgated under the Exchange Act.With certain exceptions,Regulation M precludes the selling stockholder,any affiliated purchasers,and any broker-dealer or otherperson who participates in the distribution from bidding for or purchasing,or attempting to induce any p

294、erson to bid for orpurchase any security which is the subject of the distribution until the entire distribution is complete.Regulation M also prohibitsany bids or purchases made in order to stabilize the price of a security in connection with the distribution of that security.All of theforegoing may

295、 affect the marketability of the securities offered by this prospectus.This offering will terminate on the date that all shares of our Common Stock offered by this prospectus have been sold by theselling stockholder.Our Common Stock is currently listed on The Nasdaq Capital Market under the symbol“C

296、APS.”172025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm28/40 LEGAL MATTERS Certain legal matters with respect to the securities offered hereby will be passed up

297、on by Lucosky Brookman LLP,Woodbridge,New Jersey.EXPERTS The consolidated financial statements as of December 31,2024 and 2023,and for each of the years in the two-year period endedDecember 31,2024,incorporated by reference in this prospectus,have been audited by GBQ Partners LLC,an independentregis

298、tered public accounting firm.Such financial statements are incorporated by reference in reliance upon the report of such firmgiven their authority as experts in accounting and auditing.INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The SEC allows us to“incorporate by reference”information from ot

299、her documents that we file with it,which means that we candisclose important information to you by referring you to those publicly available documents.The information incorporated byreference is considered to be part of this prospectus.Information in this prospectus supersedes information incorporat

300、ed byreference that we filed with the SEC prior to the date of this prospectus.We incorporate by reference into this prospectus and theregistration statement of which this prospectus is a part the information or documents listed below that we filed with the SEC:Our Annual Report on Form 10-K for the

301、 year ended December 31,2024 filed with the SEC on March 31,2025;Our Quarterly Report on Form 10-Q for the period ended March 31,2025 filed with the SEC on May 15,2025;Our Current Report on Form 8-K filed with the SEC on March 11,2025;and The description of our Common Stock contained in our registra

302、tion statement on Form 8-A12B filed with the SEC onFebruary 14,2025.Notwithstanding the statements in the preceding paragraphs,no document,report or exhibit(or portion of any of theforegoing)or any other information that we have“furnished”to the SEC pursuant to the Exchange Act shall beincorporated

303、by reference into this prospectus.We also incorporate by reference into this prospectus all documents(other than current reports furnished under Item 2.02 or Item7.01 of Form 8-K and exhibits filed on such form that are related to such items)that are filed by us with the SEC pursuant toSections 13(a

304、),13(c),14 or 15(d)of the Exchange Act(i)after the date of the initial filing of the registration statement of whichthis prospectus forms a part and prior to effectiveness of the registration statement,or(ii)after the date of this prospectus but priorto the termination of the offering.These document

305、s include periodic reports,such as Annual Reports on Form 10-K,QuarterlyReports on Form 10-Q and Current Reports on Form 8-K,as well as proxy statements on Schedule 14A.Upon request,we will provide,without charge,to each person,including any beneficial owner,to whom a copy of this prospectusis deliv

306、ered a copy of the documents incorporated by reference into this prospectus.You may request a copy of these filings,andany exhibits we have specifically incorporated by reference as an exhibit in this prospectus,at no cost by writing or telephoning usat the following address:Capstone Holding Corp.At

307、tn:Chief Executive Officer5141 W.122nd StreetAlsip,IL 60803(708)371-0660 Any statement contained in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemedmodified,superseded or replaced for purposes of this prospectus to the extent that a statement contai

308、ned in this prospectusmodifies,supersedes or replaces such statement.182025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm29/40 WHERE YOU CAN FIND MORE INFORMATION

309、 For further information with respect to our company and the securities being offered hereby,reference is hereby made to theregistration statement,including the exhibits thereto and the financial statements,notes,and schedules filed as a part thereof.No person is authorized to give you any informati

310、on or make any representation other than those contained or incorporated byreference in this prospectus.Any such information or representation must not be relied upon as having been authorized.Neither thedelivery of this prospectus nor any sale made hereunder shall,under any circumstances,create any

311、 implication that there has beenno change in our affairs since the date of the prospectus.We are subject to the informational requirements of the Exchange Act,and must file reports,proxy statements and otherinformation with the SEC,such as current,quarterly and annual reports on Forms 8-K,10-Q and 1

312、0-K,respectively.These filingsare available on the SECs website at http:/www.sec.gov.192025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm30/40 5,190,251 Shares of

313、 Common Stock Capstone Holding Corp.PROSPECTUS ,2025 2025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm31/40 PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 1

314、3.Other Expenses of Issuance and Distribution The following table sets forth the costs and expenses,other than underwriting discounts and commissions,to be paid by theRegistrant in connection with the issuance and distribution of the Common Stock being registered.All amounts other than the SECregist

315、ration fees are estimates.Amount tobe Paid SEC Registration Fees$1,500 Legal Fees and Expenses$30,000 Accounting Fees and Expenses$5,000 Total$36,500 Item 14.Indemnification of Directors and Officers The restated certificate of incorporation,as amended,and the bylaws of the Company provide that the

316、Company shall indemnify itsofficers,directors and certain others to the fullest extent permitted by the Delaware General Corporation Law(“DGCL”).Section 145 of the DGCL,provides in pertinent part as follows:(a)A corporation may indemnify any person who was or is a party or is threatened to be made a

317、 party to any threatened,pending or completed action,suit or proceeding,whether civil,criminal,administrative or investigative(other than anaction by or in the right of the corporation)by reason of the fact that he is or was a director,officer,employee or agentof the corporation,or is or was serving

318、 at the request of the corporation as a director,officer,employee or agent ofanother corporation,partnership,joint venture,trust or other enterprise,against expenses(including attorneys fees),judgments,fines and amounts paid in settlement actually and reasonably incurred by him in connection with su

319、chaction,suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed tothe best interests of the corporation,and,with respect to any criminal action or proceeding,had no reasonable causeto believe his conduct was unlawful.The termination of any action,

320、suit or proceeding by judgment,order,settlement,conviction,or upon a plea of nolo contendere or its equivalent,shall not,of itself,create a presumption that the persondid not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests ofthe corporatio

321、n,and,with respect to any criminal action or proceeding,had reasonable cause to believe that hisconduct was unlawful.(b)A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,pending or completed action or suit by or in the right of the cor

322、poration to procure a judgment in its favor by reasonof the fact that he is or was a director,officer,employee or agent of the corporation,or is or was serving at the requestof the corporation as a director,officer,employee or agent of another corporation,partnership,joint venture,trust orother ente

323、rprise against expenses(including attorneys fees)actually and reasonably incurred by him in connectionwith the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believedto be in or not opposed to the best interests of the corporation and except that

324、 no indemnification shall be made inrespect of any claim,issue or matter as to which such person shall have been adjudged to be liable to the corporationunless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shalldetermine upon application that

325、,despite the adjudication of liability but in view of all the circumstances of the case,such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or suchother court shall deem proper.(c)To the extent that a present or former director or officer of a cor

326、poration has been successful on the merits orotherwise in defense of any action,suit or proceeding referred to in subsections(a)and(b)of this Section,or indefense of any claim,issue or matter therein,he shall be indemnified against expenses(including attorneys fees)actually and reasonably incurred b

327、y him in connection therewith.II-12025/6/10 09:37sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htmhttps:/www.sec.gov/Archives/edgar/data/887151/000121390025052677/ea0245084-s1a1_capstone.htm32/40 (d)Any indemnification under subsections(a)and(b)of this Section(unless

328、ordered by a court)shall be made by thecorporation only as authorized in the specific case upon a determination that indemnification of the present or formerdirector,officer,employee or agent is proper in the circumstances because he has met the applicable standard ofconduct set forth in subsections

329、(a)and(b)of this Section.Such determination shall be made with respect to a personwho is a director or officer at the time of such determination(1)by a majority vote of directors who are not parties tosuch action,suit or proceeding,even though less than a quorum,(2)by a committee of such directors d

330、esignated bymajority vote of such directors,even though less than a quorum,(3)if there are no such directors,or if such directorsso direct,by independent legal counsel in a written opinion or(4)by the stockholders.(e)Expenses(including attorneys fees)incurred by an officer or director in defending a

331、ny civil,criminal,administrativeor investigative action,suit or proceeding may be paid by the corporation in advance of the final disposition of suchaction,suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay suchamount if it shall ultimately be dete

332、rmined that he is not entitled to be indemnified by the corporation as authorized inthis section.Such expenses(including attorneys fees)incurred by former directors and officers or other employeesand agents may be so paid upon such terms and conditions,if any,as the corporation deems appropriate.(f)

333、The indemnification and advancement of expenses provided by,or granted pursuant to,the other subsections of thisSection shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement ofexpenses may be entitled under any bylaw,agreement,vote of stockholders or disinterested directors or otherwise,both as to action in his official capacity and as to action in