Capstone Holding Corp. has completed a planned change of its state of incorporation from Delaware to Nevada. The transaction, which was approved by shareholders at the annual meeting held on November 18, 2025, became effective at 12:01 a.m. Pacific Time on October 9, 2026.
The company effected the redomicile through a merger with its wholly owned subsidiary, Capstone Holding Corp., a Nevada corporation. The surviving entity is Capstone NV. The market effective date for the transaction is October 15, 2026.
Under the terms of the Agreement and Plan of Merger dated October 8, 2026, outstanding shares of the Predecessor’s common stock and preferred stock were automatically converted into shares of Capstone NV’s common stock and preferred stock, respectively. Holders of Predecessor Securities, including options and warrants, were also converted into equivalent securities of Capstone NV. The company stated that stockholders do not need to exchange their stock certificates, as each certificate now represents the same number of shares of Capstone NV Common Stock.
Capstone NV assumed all rights and obligations of the Predecessor. The officers and directors of the Predecessor immediately prior to the Effective Time will serve as the officers and directors of Capstone NV immediately after the Effective Time. The rights of the company’s stockholders are now governed by the Nevada Revised Statutes and the company’s Articles of Incorporation and Bylaws, rather than by Delaware General Corporation Law.
