Capstone Holding Corp. filed a Form 8-K on November 9, 2026, disclosing two agreements executed on November 6, 2026: a First Amendment to its Senior Secured Convertible Note with 3i, LP and a Second Amendment to its Amended and Restated Common Stock Purchase Agreement with Tumim Stone Capital, LLC.

Key Highlights

  • Note maturity extended: The October 2025 Note's maturity date was extended from October 22, 2026 to December 13, 2027, according to the filing.
  • Principal outstanding: As of November 6, 2026, approximately $900,000 in principal remained outstanding on the October 2025 Note, the filing states.
  • Original note details: The October 2025 Note was originally issued in the principal amount of approximately $3,545,712, with an 8.34% original issue discount, the company disclosed.
  • Default relief: The filing states the holder will not enforce or collect on any event of default arising on or before November 6, 2026, and no default interest or late charges accrue through that date on account of any such event of default.
  • Purchase agreement term extended: The Second Amendment extends the Amended and Restated Common Stock Purchase Agreement's term from July 1, 2027 to January 1, 2028, subject to other termination provisions, according to the filing.
  • Stock purchase facility: The company disclosed it may sell up to $20,000,000 of its common stock to Tumim Stone Capital, LLC under the Amended and Restated Common Stock Purchase Agreement.

Capstone Holding Amends Convertible Note and Stock Purchase Agreement Terms

According to the Form 8-K filed with the SEC on November 9, 2026, Capstone Holding Corp. (NASDAQ:CAPS) entered into two separate amendments on November 6, 2026. The first involves a First Amendment to its Senior Secured Convertible Note originally issued on October 22, 2025, to 3i, LP. The original note carried a principal amount of approximately $3,545,712 and an 8.34% original issue discount. The filing notes the note was subsequently modified by a letter agreement on February 12, 2026.

The Note Amendment extends the maturity date to December 13, 2027. The filing states that interest for any period after October 22, 2026 accrues only on the principal outstanding, which stood at approximately $900,000 as of November 6, 2026. The amendment also modifies the note's covenant restricting maturity or acceleration of debt, the company disclosed, carving out existing indebtedness and revolving credit facilities, as well as extensions, renewals, or refinancings that do not increase the principal amount or commitment. The holder retains its conversion rights, including the right to convert at the Event of Default Alternate Conversion Price, according to the filing.

The second transaction involves Tumim Stone Capital, LLC. The filing discloses that the Second Amendment to the Amended and Restated Common Stock Purchase Agreement extends the agreement's term from July 1, 2027 to January 1, 2028, removes restrictions on later waivers and amendments, and waives any rights of the investor arising from actions of the company before November 6, 2026 that may have violated Sections 6.8 or 8.2 of that agreement. The company also disclosed that the Amended and Restated Common Stock Purchase Agreement, dated June 16, 2026, caps at 25% the combined purchase percentage of all purchase notices open on the same day.

What Was Disclosed

Capstone Holding Corp. reported two amendments executed November 6, 2026: an extension of its senior secured convertible note maturity to December 13, 2027 with approximately $900,000 outstanding, and an extension of its common stock purchase agreement term to January 1, 2028.