Capstone Holding Corp. (NASDAQ: CAPS) updates 2025 report with revised auditor consent

Rhea-AI Filing Summary

Capstone Holding Corp. filed Amendment No. 1 to its Annual Report for the year ended December 31, 2025. The amendment’s sole purpose is to include a revised Consent of Independent Registered Public Accounting Firm with a correct list of registration statement numbers and updated CEO/CFO certifications.

The company states that this amendment does not modify or update its previously reported financial position, results of operations, cash flows, or other disclosures, and does not reflect events after the original report. As of April 15, 2026, Capstone had 11,453,707 shares of common stock outstanding.

Key Figures

Commission file number: 001-33560 Shares outstanding: 11,453,707 shares Par value per share: $0.0005 per share +2 more

5 metrics

Commission file number 001-33560 SEC registration identifier for Capstone Holding Corp.

Shares outstanding 11,453,707 shares Common stock outstanding as of April 15, 2026

Par value per share $0.0005 per share Par value of Capstone common stock

Trading market start March 6, 2025 Date common stock began trading on Nasdaq Capital Market

Auditor PCAOB Firm ID 1808 GBQ Partners LLC PCAOB Firm ID in the consent exhibit

Key Terms

Consent of Independent Registered Public Accounting Firm, Sarbanes-Oxley Act of 2002, Inline XBRL, emerging growth company, +1 more

5 terms

Consent of Independent Registered Public Accounting Firm financial

"filing a revised Consent of Independent Registered Public Accounting Firm, which is attached hereto as Exhibit 23.1"

Sarbanes-Oxley Act of 2002 regulatory

"new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002"

Inline XBRL technical

"Inline XBRL Instance Document - The instance document does not appear in the interactive Data File"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

smaller reporting company regulatory

"smaller reporting company"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

How to Read a 10-K Annual Report →

FY 2025 --12-31 true 0000887151 00008871512025-01-012025-12-31 thunderdome:item xbrli:shares 00008871512026-04-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A 

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to     

Commission file number 001-33560

Capstone Holding Corp.

(Exact name of registrant as specified in its charter)

Delaware		86-0585310
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5141 W. 122nd Street, Alsip, IL 60803

(Address of principal executive offices) (Zip Code)

(708) 371-0660

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		CAPS		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The registrant was not a public company as of June 28, 2024, the last business day of its most recently completed second fiscal quarter, and therefore, cannot calculate the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date. The registrant’s common stock began trading on the Nasdaq Capital Market on March 6, 2025.

The registrant had 11,453,707 shares of its common stock, par value $0.0005, issued and outstanding as of April 15, 2026.

EXPLANATORY NOTE

Capstone Holding Corp. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities Exchange Commission (the “SEC”) on April 16, 2026 (the “Original Form 10-K”) solely for the purposes of filing a revised Consent of Independent Registered Public Accounting Firm, which is attached hereto as Exhibit 23.1 (the “GBQ Consent”), to include a correct list of registration statement numbers.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 1 also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

Except as otherwise expressly noted herein, this Amendment No. 1 does not modify, amend, or update in any way the financial position, results of operations, cash flows, or other disclosure in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and with the filings with the SEC subsequent to the Original Form 10-K.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

A.3. Exhibits

The following is a list of all exhibits filed as part of this amended Amendment No. 1:

Exhibit Number		Description
23.1		Consent of Independent Registered Public Accounting Firm  GBQ Partners LLC Columbus, Ohio (PCAOB Firm ID 1808)
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002

101.INS		Inline XBRL Instance Document - The instance document does not appear in the interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CAPSTONE HOLDING CORP.
Dated: April 17, 2026	By:	/s/ Matthew E. Lipman
		Matthew E. Lipman
		Chief Executive Officer
Dated: April 17, 2026	By:	/s/ Edward Schultz
		Edward Schultz
		Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Matthew E. Lipman		Chief Executive Officer and Director		April 17, 2026
Matthew E. Lipman		(Principal Executive Officer)
/s/ Edward Schultz		Chief Financial Officer (Principal		April 17, 2026
Edward Schultz		Financial Officer and Principal Accounting Officer)
/s/ Michael Toporek		Chairman		April 17, 2026
Michael Toporek
/s/ Charles Dana		Director		April 17, 2026
Charles Dana
/s/ John M. Holliman, III		Director		April 17, 2026
John M. Holliman, III
/s/ Gordon Strout		Director		April 17, 2026
Gordon Strout
/s/ Fredric J. Feldman		Director		April 17, 2026
Fredric J. Feldman, Ph.D.
/s/ Elwood D. Howse, Jr.		Director		April 17, 2026
Elwood D. Howse, Jr.

FAQ

What is the purpose of Capstone Holding Corp. (CAPS) Amendment No. 1 to its 2025 Annual Report?

Amendment No. 1 is filed solely to include a revised Consent of Independent Registered Public Accounting Firm with a correct list of registration statement numbers. It also provides updated CEO and CFO certifications under Sections 302 and 906 of the Sarbanes-Oxley Act of 2002.

Does Capstone Holding Corp. (CAPS) Amendment No. 1 change any 2025 financial statements?

The amendment does not change Capstone’s financial position, results of operations, cash flows, or other disclosures in the original Annual Report. It is limited to updating the auditor consent and related Sarbanes-Oxley certifications, without reflecting any events occurring after the original report.

What new exhibits are included in Capstone Holding Corp. (CAPS) Amendment No. 1?

The amendment adds a revised auditor consent from GBQ Partners LLC as Exhibit 23.1 and new CEO and CFO certifications under Section 302 as Exhibits 31.1 and 31.2, plus a Section 906 certification as Exhibit 32.1, along with updated Inline XBRL-related exhibit listings.

How many Capstone Holding Corp. (CAPS) shares were outstanding and when?

Capstone reports that it had 11,453,707 shares of common stock, par value $0.0005 per share, issued and outstanding as of April 15, 2026. This share count provides context for the company’s equity base at that date, separate from the amendment’s administrative changes.

When did Capstone Holding Corp. (CAPS) common stock begin trading on Nasdaq?

Capstone’s common stock began trading on the Nasdaq Capital Market on March 6, 2025. This marks the start of its public trading history on that exchange and is referenced alongside disclosure that the company could not calculate public float as of June 28, 2024.

Who signed Capstone Holding Corp. (CAPS) Amendment No. 1 and in what capacities?

The amendment is signed on behalf of Capstone by Chief Executive Officer and Director Matthew E. Lipman and Chief Financial Officer Edward Schultz. Additional signatures include the chairman and several directors, reflecting their roles in approving and executing the amended Annual Report.