8-K/A - Capstone Holding Corp. | StockGist

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Capstone Holding Corp. filed an 8-K/A amendment providing audited financial statements of acquired business Fraser Canyon Holdings, Inc. (FCHI) for year ended December 31, 2024 and unaudited statements for nine months ended September 30, 2025, along with Exhibit 23.1 auditor consent and unaudited pro forma combined financial information reflecting the FCHI acquisition completed December 1, 2025.

Key Takeaways

1FCHI audited net revenue $16,420,348 and net income $18,474 for year ended December 31, 2024

2FCHI unaudited net revenue $11,746,965 and net income $478,470 for nine months ended September 30, 2025

3FCHI total assets $7,255,885 as of December 31, 2024 and $9,806,972 as of September 30, 2025

4Acquisition completed December 1, 2025 via asset purchase of CSIA for $458,810 cash plus liabilities and share purchase of FCHI for C$6.2M cash (approx. $4.45M), notes totaling C$3.6M, and up to C$3M earn-out

5Financing included $3.25M gross proceeds from senior secured convertible note issued October 22, 2025

6GBQ Partners LLC issued unqualified audit opinion on FCHI 2024 financials dated February 17, 2026

Current Report Details

Event Type

Exhibits Only

Disclosure

Amendment

Variant

8-K/A

Items Reported

9.01

(b) of Form 8-K are attached as Exhibit 99.3 to this Amendment and are incorporated by reference herein. (d) Exhibits. Exhibit Number Exhibits 23.1 Consent of G

Exhibits Only

Source Document

Transaction Details

Acquisition / Disposition

Target: Fraser Canyon Holdings, Inc. (FCHI) and subsidiaries including Continental Stone Industries Inc. (CSIA)
Consideration: Asset Purchase: $458,810 cash plus assumed liabilities; Share Purchase: C$6,200,000 cash (approx. $4,446,676), C$1,600,000 First SPA Note, C$2,000,000 Second SPA Note, up to C$3,000,000 earn-out, Buyer WC adjustments
Structure: Asset Purchase Agreement (November 30, 2025) and Share Purchase Agreement (December 1, 2025)

•Completed December 1, 2025

Exhibits (5)

23.1

CONSENT OF GBQ PARTNERS LLC

8-K/A

AMENDMENT NO. 1 TO FORM 8-K

99.1

AUDITED FINANCIALS OF FRASER CANYON HOLDINGS INC. AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024

99.2

UNAUDITED FINANCIAL STATEMENTS OF FRASER CANYON HOLDINGS INC. AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

99.3

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED DECEMBER 31, 2024 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2025