{"url_path":"/sec/caps/8-k/2026-06-12/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-12","source_url":"https://www.sec.gov/Archives/edgar/data/887151/0001437749-26-020393-index.html","accession_number":"0001437749-26-020393","cik":"0000887151","ticker":"CAPS","issuer_name":"Capstone Holding Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/887151/0001437749-26-020393-index.html","primary_entity_key":"0000887151","primary_entity_name":"Capstone Holding Corp."},"word_count":287,"has_tables":true,"body_markdown":"**Item 3.02.**\n\n**Unregistered Sale of Equity Securities.**\n\n \n\nThe information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Equity Line Securities that may be issued and sold by the Company to the Investor under the Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), and were offered and will continue to be offered and sold in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D promulgated by the Securities and Exchange Commission under the Securities Act, and upon such other exemptions from the registration requirements of the Securities Act as may be available with respect to any or all of the sales of Common Stock to the Investor made under the Purchase Agreement.\n\n \n\nThe Investor is an “accredited investor” as that term is defined in Rule 501 under the Securities Act. Certain of the securities described in this Current Report on Form 8-K have been registered under the Securities Act pursuant to the Registration Statement. The securities described in this Current Report on Form 8-K that have not been registered under the Securities Act may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state."}