Capstone Registers 333,333 Equity-Line Shares While Disclosing Unpaid Matured 3i Note

summarizeSummary

Capstone filed to resell 333,333 equity-line shares to Tumim Stone Capital, and in the same document disclosed that its 3i convertible note matured unpaid on October 22, 2026 with an Event of Default already declared, and that its listed market value of about $2.5 million sits below Nasdaq's new $5 million continued-listing threshold.

check_boxKey Events · Financing and Capital Events · CAPS

• 333,333 Equity-Line Shares Registered for Resale

  The S-1 covers resale by Tumim Stone Capital of up to 333,333 shares issuable under the amended and restated purchase agreement dated June 11, 2026, as amended July 2, 2026. Capstone sells no shares here and receives no resale proceeds.

• Overhang Equals Roughly a Third of Shares Outstanding

  333,333 registered shares against 923,635 shares outstanding on October 29, 2026 — about 36% of the current base if all are issued and resold. The company may draw up to $18.3 million more under the $20.0 million line, having received only about $1.7 million in gross proceeds from June 2025 through October 22, 2026.

• 3i Note Matured Unpaid; Default Already Declared

  The senior secured convertible note to 3i, LP matured October 22, 2026 and was not repaid. 3i has treated an Event of Default as having occurred and converted part of the note at 90% of the lowest daily VWAP of the prior ten trading days; the company says it is in extension talks with no agreement.

• Conversion Price Reset to $8.85 After Reverse Split

  The 1-for-30 reverse split raised the note's conversion price from $0.2949 to $8.85 per share. If the note is still outstanding on November 10, 2026, the price resets to the average of the five lowest daily VWAPs over the fifteen trading days before that date if lower.

auto_awesomeAnalysis · CAPS · Trade & Services

The registration itself is routine plumbing for an equity line that has been in place since May 2025 — but the prospectus buries two facts that change the risk picture. The $6.82 million 3i convertible note matured on October 22, 2026 and was not repaid; 3i has already declared an Event of Default and is converting at 90% of the lowest VWAP of the prior ten trading days, the harshest pricing in the document. Separately, the company's listed securities were worth about $2.5 million on October 29, 2026, half the $5 million threshold in Nasdaq's new MVLS rule, which is currently stayed but would trigger immediate suspension with no cure period if it takes effect. Against that, the equity line has produced only about $1.7 million of the $20 million committed since June 2025, and the 333,333 new shares equate to roughly 36% of the 923,635 shares outstanding — real overhang on a stock that only just cleared the $1 bid via a 1-for-30 reverse split.