Capstone Holding Corp. Form 8-K Filing

Capstone Holding Corp. has entered into an Amended and Restated Common Stock Purchase Agreement with an investor, Tumim Stone Capital, LLC. This agreement, effective June 11, 2026, amends and restates a previous agreement from May 14, 2025. The primary modification involves replacing the previous VWAP (Volume-Weighted Average Price) purchase mechanics with two new options: a Pre-Market VWAP Purchase and an Intraday VWAP Purchase. Under these options, the Company can sell up to $20,000,000 of its common stock. The purchase price is set at 97% of the volume-weighted average price during a specified valuation period, with individual purchases capped at 1,000,000 shares or 25% of the trading volume during that period. The agreement also details procedures for setting minimum price thresholds, delivery of shares, and payment. Joseph Gunnar & Co., LLC acted as the sole sales agent for this Equity Line Financing.