CAPS 最新10-Q变化

相对上期新增的文字 · 来源:10-Q · 2026-08-12

• In addition to events previously disclosed, the following significant developments occurred during the financial period covered by this Quarterly Report:

• • Convertible Note, Price Adjustment (April 16, 2026). The Company and the holder of the Senior Secured Convertible Notes entered into a letter agreement to adjust the conversion price on $500,000 of principal outstanding under the October 2025 Convertible Note from $1.10 to $0.57 per share. The adj…

• • Convertible Note, Price Adjustment (August 10, 2026). The Company and the holder of the Senior Secured Convertible Notes entered into a Conversion Price Voluntary Adjustment Notice reducing the conversion price of both Notes to $0.2949 per share with respect to all $1,900,759.78 of principal then …

• • Convertible Note Conversions. During the six months ended June 30, 2026, aggregate of $1,958,781 of principal and $137,115 of accrued interest was converted into 2,890,533 shares of Common Stock under the Senior Secured Convertible Notes (See Note 11).

• • Revolving Credit Facility Waiver and Sixteenth Amendment. On May 18, 2026, the Company received a written waiver from Beacon Bank & Trust of the Company’s noncompliance with the minimum Cash Flow Coverage Ratio under the Revolving Credit Agreement as of March 31, 2026. On June 17, 2026, the Compan…

相对上期删除的文字 · 来源:10-Q · 2026-05-20

• During the three months ended March 31, 2026, the Company completed five conversions of principal under the October Note totaling $233,645 of principal and $16,356 of accrued interest, which were converted into 333,335 shares of common stock at a conversion price of $0.75 per share. The Company also…

• On March 30, 2026, the Compensation Committee of the Board of Directors granted 1,995,000 restricted stock awards to executive officers and non-employee directors under the Company's 2025 Plan, with a grant-date fair value of $1,294,755. The awards generally vest at the third anniversary of the gran…

• On April 16, 2026, the Company entered into a Letter Agreement with 3i, LP reducing the conversion price on a $500,000 portion of the principal amount outstanding under the October Note to $0.57 per share.

• Selling, general and administrative expenses changed by $1.7 million or 62.3%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, primarily driven by the full-period effect of the Carolina Stone and Fraser Canyon acquisitions and transaction-related professi…

• Acquisition-related transaction expenses changed by $99 thousand for the three months ended March 31, 2026, primarily related to professional fees associated with subsequent-event activities and the integration of recently acquired businesses.

相对上期新增的文字 · 来源:10-Q · 2026-08-12

• Remediation Material Weakness Identified in Connection with the Restatement. In connection with the restatement described in Note 3, management identified an additional material weakness in the Company’s internal control over financial reporting. The Company’s controls over the computation and revie…

• Our management has historically been composed of a small team, which resulted in limitations on segregation of duties. During the quarter ended June 30, 2026, management began a remediation action plan restructuring the accounting and financial reporting function and addressing the reported internal…

• Expanding the accounting staff across our operating entities, including the hiring of a controller and additional qualified accounting personnel, so that the preparation of financial statements is no longer dependent on a single individual;

• Reorganizing the financial reporting function under a defined organizational structure with documented reporting lines and named owners for each key position in the financial reporting chain;

• Implementing segregation of duties across the close, financial reporting, and reconciliation processes, so that the initiation, review, and approval of transactions and journal entries are performed by varied individuals;

相对上期删除的文字 · 来源:10-Q · 2026-05-20

• Due to accounting resource constraints, we have had limited review controls. These constraints have resulted in (1) a lack of segregation of duties, since we have a limited administrative staff, and (2) lack of internal controls structure review.

• Our management is composed of a small number of individuals, which has historically resulted in limitations on segregation of duties. To address this matter and the related material weakness, the Company has undertaken and continues to implement the following remediation steps:

• There were no changes in our internal controls over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting

相对上期新增的文字 · 来源:10-Q · 2026-08-12

• As of June 30, 2026, the Company was in compliance with both the minimum Cash Flow Coverage Ratio and the minimum Tangible Net Worth covenants under our Revolving Credit Agreement with Beacon Bank & Trust. We were not in compliance with that covenant as of March 31, 2026. On May 18, 2026, we receive…

• On April 16, 2026, we reduced the conversion price applicable to $500,000 of the principal amount outstanding under the October Note to $0.57 per share. On the same date, the buyer converted an aggregate of $1,725,136 of principal and $120,762 of accrued interest into 2,557,198 shares of common stoc…

• The company has received an additional 180-day compliance period, through January 4, 2027, to regain compliance with the $1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market. The minimum bid price is the Company’s only remaining listing deficiency.

• Nasdaq has adopted a new minimum market value requirement for continued listing that could apply to us.

• In July 2026, the SEC approved new Nasdaq continued listing standards that require automatic delisting if the market value of a company's listed securities remains below $5 million for 30 consecutive business days (the “MVLS Rule”). The new MVLS Rule eliminates any cure period, precludes any automat…

相对上期删除的文字 · 来源:10-Q · 2026-05-20

• As of March 31, 2026, we were not in compliance with the minimum Cash Flow Coverage Ratio covenant under our Revolving Credit Agreement with Beacon Bank & Trust. On May 18, 2026, we received a written waiver limited to this specific violation; the waiver does not extend to any future defaults or eve…

• On April 16, 2026, we reduced the conversion price applicable to $500,000 of the principal amount outstanding under the October Note to $0.57 per share. On the same date, the buyer converted an aggregate of $1,725,136 of principal and $120,762 of accrued interest into 2,557,198 shares of common stoc…

• We have received a notification from Nasdaq regarding non-compliance with the minimum bid price requirement, and failure to regain compliance could result in delisting of our Common Stock.

相对上期新增的文字 · 来源:10-Q · 2026-08-12

• We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 3.02, Unregistered Sales of Equity Securities and Item 5.02, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Cer…

• On August 7, 2026, the Company granted 4,809,212 shares of common stock as restricted stock awards to eleven executive officers and directors under the Capstone Holding Corp. 2025 Stock Incentive Plan, as amended. Awards to management participants vest on a three-year cliff on August 7, 2029, and aw…

• We are reporting the following information in lieu of reporting on a Current Report on Form 8-K under Item 3.03, Material Modification to Rights of Security Holders and Item 5.03, Amendments to Articles of Incorporation or Bylaws.

• On August 7, 2026, the Board of Directors approved, and the holder of the Series B Preferred Stock consented to, an amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the “Amendment to Series B Preferred COD”). The Company filed the Amendm…

• The foregoing does not purport to be a complete description of the Amendment to Series B Preferred COD, and such description is qualified in its entirety by reference to the full text of the Amendment to Series B Preferred COD, a copy of which is filed as Exhibit 3.1 to this Quarterly Report on Form…

相对上期删除的文字 · 来源:10-Q · 2026-05-20

• During the quarter ended March 31, 2026, no director or officer of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.