Correspondence 0001213900-25-006665 from Capstone Holding Corp. (CAPS)
Capstone Holding Corp.
Date: Jan. 24, 2025 · CIK: 0000887151 · Accession: 0001213900-25-006665
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-284105
Referenced dates: January 21, 2025
Letter
Capstone Holding Corp.
5141 W. 122nd Street
Alsip, IL 60803
January 24, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, DC 20549
Attention: Amy Geddes, Doug Jones, Jenna Hough and Dietrich King
Re: Capstone Holding Corp.
Registration Statement on Form S-1
Filed December 31, 2024
File No. 333-284105
Ladies and Gentlemen:
By letter dated January 21, 2025, the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange Commission (the “Commission”) provided Capstone Holding Corp. (the “Company”, “we”, “us” or “our”) with its comments to the Company’s registration statement on Form S-1 submitted on December 31, 2024. We are in receipt of your letter and we have set forth below our responses to the Staff’s comments. For your convenience, the comments are listed below, followed by the Company’s responses.
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.
Response: We have provided the risk factor as requested on page 23.
Capitalization, page 31
2. 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 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.
Response: We have provided the amount outstanding for the Class C Preferred Interests, which is included in TotalStone’s Class B Preferred Interests on the Company’s consolidated balance sheet, on pages 32, 33, and 51. With respect to the Special Preferred Membership Interest, we have revised the Capitalization section on page 32 and the Dilution section on page 33 to clarify that this outstanding amount is being converted into loans in a like aggregate principal amount.
Thank you for your assistance in reviewing our amended submission.
Very truly
yours,
/s/
Matthew Lipman
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Capstone Holding Corp.
5141 W. 122nd Street
Alsip, IL 60803
January 24, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Washington, DC 20549
Attention: Amy Geddes, Doug Jones, Jenna Hough
and Dietrich King
Re:
Capstone
Holding Corp.
Registration
Statement on Form S-1
Filed December
31, 2024
File No. 333-284105
Ladies and Gentlemen:
By letter dated January 21,
2025, the staff (the “Staff”, “you” or “your”) of the U.S. Securities and Exchange
Commission (the “Commission”) provided Capstone Holding Corp. (the “Company”, “we”,
“us” or “our”) with its comments to the Company’s registration statement on Form S-1 submitted
on December 31, 2024. We are in receipt of your letter and we have set forth below our responses to the Staff’s comments. For your
convenience, the comments are listed below, followed by the Company’s responses.
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.
Response: We have provided the
risk factor as requested on page 23.
Capitalization, page 31
2. 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 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.
Response: We have
provided the amount outstanding for the Class C Preferred Interests, which is included in TotalStone’s Class B Preferred
Interests on the Company’s consolidated balance sheet, on pages 32, 33, and 51. With respect to the Special Preferred
Membership Interest, we have revised the Capitalization section on page 32 and the Dilution section on page 33 to clarify that this
outstanding amount is being converted into loans in a like aggregate principal amount.
Thank you for
your assistance in reviewing our amended submission.
Very truly
yours,
/s/
Matthew Lipman
Matthew Lipman
Chief Executive Officer