IPO - Capstone Therapeutics Corp.

Form Type: 10-K

Filing Date: 2025-03-31

Corporate Action: Ipo

Type: New

Accession Number: 000121390025026436

Filing Summary: Capstone Holding Corp. has filed its annual report for the fiscal year ending December 31, 2024, reporting significant developments in its business operations. The company is primarily engaged in the distribution of building products, particularly thin veneer stone and related masonry products. It has established itself as a leading distributor in the industry, with its subsidiary Instone contributing to revenue growth from approximately $32.2 million to $45.8 million since its acquisition in April 2020. As of March 31, 2025, Capstone had 5,190,251 shares of common stock outstanding. There are key strategic pillars emphasized for growth, such as expanding market presence, enhancing product offerings, achieving operational excellence, fostering a customer-centric approach, and emphasizing innovation. The company is strategically positioned to pursue mergers and acquisitions (M&A) within the building products sector, benefiting from its deep industry expertise and established market relationships. The 2024 Bain & Company Global M&A Report highlighted favorable market conditions for achieving strong returns through targeted acquisitions. Looking ahead, Capstone aims to leverage these opportunities to drive sustainable growth and improve operational efficiency, ultimately delivering enhanced value to its customers and shareholders. Capstone's common stock commenced trading on the Nasdaq Capital Market on March 6, 2025, marking its initial public offering (IPO) and entry into public trading.

Document Link: View Document

Form Type: 8-K

Filing Date: 2025-03-11

Corporate Action: Ipo

Type: New

Accession Number: 000121390025022822

Filing Summary: Capstone Holding Corp. reported the closing of its public Offering of common stock, which occurred on March 7, 2025. The Offering included the sale of 1,250,000 shares at a price of $4.00 per share, resulting in gross proceeds of $5 million prior to deductions for underwriting discounts and related expenses. In connection with this Offering, the Company entered into an Underwriting Agreement with Joseph Gunnar & Co., LLC. As part of the compensation for the underwriting, the Company issued warrants for 62,500 shares to the underwriters, which are exercisable starting from September 5, 2025, with an expiration date of September 7, 2026. The document also includes a press release announcing the pricing of the Offering and details regarding the registration statement that governs this Offering.

Document Link: View Document

Form Type: 424B4

Filing Date: 2025-03-07

Corporate Action: Ipo

Type: New

Accession Number: 000121390025021464

Filing Summary: Capstone Holding Corp. is conducting a public offering of 1,250,000 shares of common stock at an offering price of $4.00 per share, intending to raise a total of $5,000,000. The common stock, symbol 'CAPS', is currently traded on the OTCQB marketplace but will transition to the Nasdaq Capital Market starting March 6, 2025. The proceeds from the offering will support the company's expansion in the building products distribution sector. Following this offering, the company will become a controlled company, primarily due to ownership concentration by entities linked to chief executive officer Matthew Lipman and chairman Michael Toporek, who will control over 50% of the common stock. This IPO is positioned to capitalize on strategic market conditions, including the potential for acquisitions while addressing risks associated with operational losses and the need for capital. The company aims to enhance its distribution capabilities and product offerings, guided by its leadership team's extensive experience in the building products market and acquisition strategy.

Document Link: View Document

Form Type: CORRESP

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025013061

Filing Summary: Capstone Holding Corp. has submitted a request to the U.S. Securities and Exchange Commission for the acceleration of the effective date of its registration statement on Form S-1 (Registration No. 333-284105) to 4:30 p.m. on February 14, 2025. Joseph Gunnar & Co., LLC, representing the underwriters, has concurred with this request. The correspondence indicates awareness of obligations under the Securities Act in relation to this offering.

Document Link: View Document

Form Type: S-1/A

Filing Date: 2025-01-27

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025006659

Filing Summary: Capstone Holding Corp. filed an amendment to its registration statement under the Securities Act of 1933, intending to offer 1,250,000 shares of common stock at an offering price of $4.00 per share. As of January 23, 2025, the common stock was quoted on the OTCQB Marketplace under the symbol 'CAPS', and the last reported sales price was $2.75. Following the proposed offering, the company intends to list its shares on the Nasdaq Capital Market. The company is characterized as a controlled company, with entities controlled by Matthew Lipman and Michael Toporek expected to own over 50% of common stock. Capstone aims to grow organically and through strategic acquisitions in the building products distribution industry. Notably, it operates in a favorable market environment, allowing it to engage in value-creating acquisitions following the current interest rate cycle peak. The company has also outlined various operational strategies aimed at enhancing market presence and product offerings and aims to solidify its competitive advantage. Additionally, the company anticipates completing restructuring transactions contingent on raising at least $3 million from this offering, which would result in ownership of 100% of TotalStone, LLC, its operating subsidiary. The filing stipulates commitments to governance and operational excellence while acknowledging the high risks associated with the investment in these securities. Extensive details on the company’s future strategies and risk factors are also addressed in the filing.

Document Link: View Document

Form Type: S-1

Filing Date: 2024-12-31

Corporate Action: Ipo

Type: New

Accession Number: 000121390024114111

Filing Summary: Capstone Holding Corp. has filed a Registration Statement on Form S-1 with the SEC for a public offering of common stock under the symbol 'CAPS'. The offering will provide a firm commitment underwritten by Joseph Gunnar & Co. The company plans to expand its building products distribution business both organically and through strategic acquisitions. The common stock is currently traded on the OTCQB, with a last reported sale price of $2.24 per share as of December 30, 2024. The company has the potential to grow its revenue and EBITDA by leveraging market conditions and making acquisitions. Matthew Lipman, the CEO, and Michael Toporek, the chairman, control over 50% of the company’s voting stock and will oversee major corporate decisions. The company has outlined its long-term growth strategy focusing on market presence expansion, product portfolio enhancement, operational excellence, customer-centric approaches, and innovation in building products. Additionally, Capstone has successfully integrated multiple acquisitions and is looking to capitalize on current market conditions for further growth.

Document Link: View Document

Form Type: DRSLTR

Filing Date: 2024-12-03

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024105111

Filing Summary: Capstone Holding Corp. submitted a Draft Registration Statement on Form S-1 to the SEC on October 8, 2024. In response to SEC comments dated November 4, 2024, the company provided revisions and clarifications. Notably, the company will be considered a ‘controlled company’ under Nasdaq standards post-offering and will not use exemptions from corporate governance requirements. BP Peptides, LLC, a related party, will have significant voting power, controlled by the CEO and chairman of Capstone. The company addressed various points regarding its business strategy, risk factors, financial conditions, and management's discussion, including the potential impacts of equity transactions on its ownership structure and capitalization post-offering. The communication includes comprehensive details on financial statements, operational strategies, market conditions, and corporate governance issues pertinent to the company’s upcoming IPO.

Document Link: View Document

Form Type: DRS/A

Filing Date: 2024-12-03

Corporate Action: Ipo

Type: New

Accession Number: 000121390024105104

Filing Summary: Capstone Holding Corp., a Delaware corporation, is filing a confidential draft registration statement as part of its effort to go public. The company is looking to conduct a firm commitment underwritten public offering of its common stock currently quoted on the OTCQB marketplace under the symbol 'CAPS.' The company intends to apply for listing on the Nasdaq Capital Market. Capstone views current market conditions as an optimal backdrop for pursuing acquisitions to grow its building products distribution business, which services 31 U.S. states and operates primarily under the trade name TotalStone, LLC (dba Instone). The company plans to utilize proceeds from the offering to expand its product distribution and enhance operational efficiency, focusing on strategic acquisitions as a core part of its growth strategy. The filing marks an important step towards an initial public offering by signaling Capstone's commitment to meeting Nasdaq listing requirements and optimizing shareholder value.

Document Link: View Document

Form Type: DRS

Filing Date: 2024-10-08

Corporate Action: Ipo

Type: New

Accession Number: 000121390024086042

Filing Summary: On October 7, 2024, Capstone Holding Corp. confidentially submitted a draft registration statement to the Securities and Exchange Commission (SEC) for a public offering of common stock under the Securities Act of 1933. This registration marks an important step as they aim to list their shares on the Nasdaq Capital Market under the symbol 'CAPS' following the offering's completion. The company currently trades on the OTCQB and plans to shift its trading to Nasdaq, pending compliance with the necessary listing requirements. Capstone operates in the building products distribution sector and intends to leverage this offering to expand both organically and through strategic acquisitions. They acknowledge the risks associated with investing in their securities, emphasizing the high potential for returns coupled with inherent risks such as competition, financial performance, and market conditions. Capstone's strategy rests heavily on acquiring additional distributors or manufacturers to further grow its market presence and enhance its product offerings.

Document Link: View Document