SEC Comment Letter 0000000000-25-000582 to Capstone Holding Corp. (CAPS)
Capstone Holding Corp.
Date: Jan. 21, 2025 · CIK: 0000887151 · Accession: 0000000000-25-000582
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284105
Letter
January 21, 2025 Matthew Lipman Chief Executive Officer Capstone Holding Corp. 5141 W. 122nd Street Alsip, IL 60803 Re:Capstone Holding Corp. Registration Statement on Form S-1 Filed December 31, 2024 File No. 333-284105 Dear Matthew Lipman: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 19, 2024 letter. Registration Statement on Form S-1 filed December 31, 2024 Risk Factors, page 14 1.We note your disclosure on page 38 that your liquidity is largely dependent on your ability to borrow funds on the Revolver, and that if you fail to fulfill your financial covenant requirements, your ability to continue as a going concern could be at risk. Where appropriate, please provide a risk factor discussing this risk. Capitalization, page 31 Here and elsewhere you refer to the cancellation of the Class C Preferred Interests. Please tell us the amount outstanding for the Class C Preferred Interests and where it is reported in your financial statements. Also, it appears the pro forma basis reflects 2.
January 21, 2025 Page 2 exchange of the Special Preferred Membership Interests of $1,006(000) for loans in like aggregate principal amount as disclosed elsewhere. Please revise as appropriate. Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Jenna Hough at 202-551-3063 or Dietrich King at 202-551-8071 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc:Lawrence Metelitsa
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January 21, 2025
Matthew Lipman
Chief Executive Officer
Capstone Holding Corp.
5141 W. 122nd Street
Alsip, IL 60803
Re:Capstone Holding Corp.
Registration Statement on Form S-1
Filed December 31, 2024
File No. 333-284105
Dear Matthew Lipman:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 19, 2024
letter.
Registration Statement on Form S-1 filed December 31, 2024
Risk Factors, page 14
1.We note your disclosure on page 38 that your liquidity is largely dependent on your
ability to borrow funds on the Revolver, and that if you fail to fulfill your financial
covenant requirements, your ability to continue as a going concern could be at risk.
Where appropriate, please provide a risk factor discussing this risk.
Capitalization, page 31
Here and elsewhere you refer to the cancellation of the Class C Preferred Interests.
Please tell us the amount outstanding for the Class C Preferred Interests and where it
is reported in your financial statements. Also, it appears the pro forma basis reflects 2.
January 21, 2025
Page 2
exchange of the Special Preferred Membership Interests of $1,006(000) for loans in
like aggregate principal amount as disclosed elsewhere. Please revise as appropriate.
Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Dietrich King at 202-551-8071 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lawrence Metelitsa