{"filing":{"accession_number":"0001437749-26-020393","cik":"0000887151","ticker":"CAPS","company_name":"Capstone Holding Corp.","form":"8-K","filing_date":"2026-06-12","report_date":null,"primary_document":"caps20260611c_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/887151/000143774926020393/caps20260611c_8k.htm"},"events":[{"id":5222,"run_id":4575,"accession_number":"0001437749-26-020393","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Capstone entered into an Amended and Restated Common Stock Purchase Agreement on June 11, 2026, establishing an equity line of credit permitting the sale of up to $20,000,000 in newly issued common stock to an accredited investor at 97% of VWAP, with up to 4,975,197 registered shares potentially dilutive to existing shareholders.","company_name":"Capstone Holding Corp.","ticker":"CAPS","filing_date":"2026-06-12","form":"8-K","submitted_at":null,"items":[{"id":6483,"accession_number":"0001437749-26-020393","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Capstone entered into an Amended and Restated Common Stock Purchase Agreement on June 11, 2026, establishing an equity line of credit permitting the Company to sell up to $20,000,000 in newly issued common stock to an accredited investor at 97% of VWAP. This is a dilutive equity issuance facility with significant potential dilution (up to 4,975,197 registered shares, of which 1,543,400 have already been issued). The structure—an at-the-market-like equity line with investor obligation to purchase—is a classic dilutive financing mechanism material to equity investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-12T13:01:08.555213+00:00","company_name":"","ticker":null,"filing_date":""},{"id":6484,"accession_number":"0001437749-26-020393","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered sale of equity securities under Item 3.02, specifically \"Equity Line Securities\" to be issued to an accredited investor under a Purchase Agreement. The securities are offered under Section 4(a)(2) and Rule 506(b) exemptions, which are hallmarks of private placements. This represents a dilutive equity issuance that would materially affect shareholder interests and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-12T13:01:08.555213+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":6483,"accession_number":"0001437749-26-020393","item_number":"1.01","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Capstone entered into an Amended and Restated Common Stock Purchase Agreement on June 11, 2026, establishing an equity line of credit permitting the Company to sell up to $20,000,000 in newly issued common stock to an accredited investor at 97% of VWAP. This is a dilutive equity issuance facility with significant potential dilution (up to 4,975,197 registered shares, of which 1,543,400 have already been issued). The structure—an at-the-market-like equity line with investor obligation to purchase—is a classic dilutive financing mechanism material to equity investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-12T13:01:08.555213+00:00","company_name":"Capstone Holding Corp.","ticker":"CAPS","filing_date":"2026-06-12"},{"id":6484,"accession_number":"0001437749-26-020393","item_number":"3.02","item_title":null,"event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses an unregistered sale of equity securities under Item 3.02, specifically \"Equity Line Securities\" to be issued to an accredited investor under a Purchase Agreement. The securities are offered under Section 4(a)(2) and Rule 506(b) exemptions, which are hallmarks of private placements. This represents a dilutive equity issuance that would materially affect shareholder interests and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-06-12T13:01:08.555213+00:00","company_name":"Capstone Holding Corp.","ticker":"CAPS","filing_date":"2026-06-12"}]}