Capstone Holding Corp

S-11 ea0214433-04.htm REGISTRATION STATEMENT

Asfiled with the Securities and Exchange Commission on December 31, 2024.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

Under The Securities Act of 1933

(Exact name of Registrant as specified in its charter)

5141 W. 122 nd Street

Alsip, IL 60803

(708) 371-0660

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Matthew Lipman, Chief Executive Officer

Edward Schultz, Chief Financial Officer

5141 W. 122 nd Street

Alsip, IL 60803

(708) 371-0660

(Name, address, including zip code, and telephone number including area code, of agent for service)

With Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration 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 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 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 effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

This is a firm commitment underwritten public offering of [_] shares of common stock (the “Common Stock”) of Capstone Holding Corp., a Delaware corporation (the “Company,” “we,” “us,” “our”).

Our Common Stock is currently quoted on the OTCQB Marketplace (the “OTCQB”) under the symbol “CAPS.” As of December 30, 2024 the last reported sales price for our Common Stock as quoted on the OTCQB was $2.24 per share.

We have applied to list our shares of Common Stock on the Nasdaq Capital Market under the symbol “CAPS”, pending the consummation of this offering. No assurance can be given that a trading market will develop for our Common Stock. Prices of our Common Stock as reported on the OTCQB may not be indicative of the prices of our Common Stock if our Common Stock were traded on the Nasdaq Capital Market.

We will be considered a “controlled company” following this offering under Nasdaq listing standards. We will be a “controlled company” because we expect that entities jointly controlled by Matthew Lipman, our chief executive officer and a member of our board of directors, and Michael Toporek, the chairman of our board of directors (BPA XIV, LLC and BP Peptides LLC) will have the ability to control all matters requiring shareholder approval because these entities will own over 50% of our common stock, will control over 50% of our voting stock (inclusive of the votes of the over 50% of the Series B Preferred Stock shares outstanding we expect to issue to BPA XIV, LLC prior to the consummation of this offering), and, via the protective provisions of the Series B Preferred Stock, will have to consent before we can conduct major corporate actions. Although we will be considered a “controlled company” following our listing on Nasdaq, we do not intend to rely on the exemptions to corporate governance requirements as a controlled company. BP Peptides, LLC, an entity controlled by Messrs. Lipman and Toporek, currently holds 77.3% of the voting power of the Company.

The offering price of the Common Stock will be determined by us and Joseph Gunnar & Co., LLC as representative of the underwriters (“Joseph Gunnar” or the ”Representative”), taking into consideration several factors as described between the underwriters and us at the time of pricing, considering our historical performance and capital structure, prevailing market conditions, and overall assessment of our business, and will not be based upon the price of our Common Stock on the OTCQB. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the actual public offering price for our Common Stock.

We are an “emerging growth company” and a “smaller reporting company,” as defined in Rule 12b-2 of the Securities Exchange Act of 1934 and have elected to take advantage of certain scaled disclosure available to smaller reporting companies. 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.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 14 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities offered hereby, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

(1) See “Underwriting” beginning on page 71 of this prospectus for additional information regarding underwriting compensation.

(2) The amount of offering proceeds to us presented in this table does not give effect to any exercise of the: (i) Underwriters’Over-Allotment Option we have granted to the underwriters as described below.

We have granted a []-day option to the underwriters, exercisable one or more times in whole or in part, to purchase up to an additional [] shares of Common Stock at the public offering price per share of Common Stock less the underwriting discounts payable by us, in any combination solely to cover over-allotments, if any (the “Underwriters’Over-Allotment Option”).

The underwriters expect to deliver the securities against payment to the investors in this offering on or about [_], 2025.

Sole Book-Running Manager

Joseph Gunnar & Co., LLC

The date of this prospectus is __, 2025