Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on July 29, 2025, Capstone Holding Corp. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an institutional investor (the "Buyer"), pursuant to which the Company authorized the issuance of senior secured convertible notes to the Buyer, in the aggregate original principal amount of up to $10,909,885, which are being issued with a 8.34% original issue discount (each, a "Convertible Note"). The first Convertible Note was issued in the original principal amount of approximately $3,272,966 (the "July 2025 Convertible Note"), and the second Convertible Note was issued in the original principal amount of approximately $3,545,712.42 (the "October 2025 Convertible Note"). The Convertible Notes are convertible into shares of common stock, $0.0005 par value per share (the "Common Stock") in certain circumstances in accordance with the terms of the Convertible Notes, with the July 2025 Convertible Note having an initial conversion price per share of $1.72 (subsequently reduced to $0.75) and the October 2025 Convertible Note having a conversion price of $1.10 (subsequently reduced to $0.75 for a certain amount of the principal) (the "Conversion Price)".

Pursuant to the effective registration statements on Form S-1 (File Nos. 333-289222 and 333-291041), the Company registered a total of 8,388,336 shares of Common Stock issuable upon conversion of the Convertible Notes.

As of April 16, 2026, the principal balance of the October 2025 Convertible Note is $1,863,471.69. On that date, pursuant to Section 7(h) of the October 2025 Convertible Note, the Company and the Buyer agreed, pursuant to a Conversion Price Voluntary Adjustment Notice signed by both parties, to reduce the Conversion Price to $0.57 with regard to $500,000 of the principal amount that previously had a $1.10 conversion price.