Business Context and Reporting Period
Company: Capstone Holding Corp. (CAPS)
Filing Type: Form 8-K (Current Report)
Date of Report: August 7, 2026
Subject: Non-reliance on previously issued financial statements due to errors in calculating weighted average shares outstanding and net loss per share.
Key Financial Metrics and Corrections
The filing addresses errors in the weighted average number of common shares outstanding and related per-share data for periods ending March 31, 2025, June 30, 2025, and September 30, 2025. Net loss, balance sheets, and cash flows remain unchanged.
| Period | Net Loss (Restated) | Weighted Avg Shares (Restated) | Net Loss Per Share (Restated) |
|---|---|---|---|
| Three Months Ended Mar 31, 2025 | $(2,433) thousand | 1,555,566 | $(1.56) |
| Three Months Ended Jun 30, 2025 | $(700) thousand | 5,235,240 | $(0.13) |
| Six Months Ended Jun 30, 2025 | $(3,133) thousand | 3,405,568 | $(0.92) |
| Three Months Ended Sep 30, 2025 | $(2,014) thousand | 5,838,134 | $(0.34) |
| Nine Months Ended Sep 30, 2025 | $(5,147) thousand | 4,225,334 | $(1.22) |
Material Changes Versus Prior Periods
- Share Count Error: Previously reported share counts used end-of-period figures or failed to apply day-weighted averages correctly.
- Impact on EPS: The correction significantly increased the reported net loss per share for the three months ended March 31, 2025 (from $(0.47) to $(1.56)) and the six months ended June 30, 2025 (from $(0.58) to $(0.92)).
- Pro Forma Adjustments: Comparative pro forma net loss per share for the three months ended March 31, 2025, was adjusted from $(0.29) to $(0.97).
Guidance, Risks, and Internal Controls
- Material Weakness: Management identified a material weakness in internal controls over financial reporting regarding the computation and review of weighted average shares outstanding.
- Remediation: The company will describe the weakness and remediation status in upcoming amended 10-Q filings.
- Forward-Looking Statements: The company intends to file amendments (Form 10-Q/A) for the affected periods. There is a risk that filing may take longer than expected.
- Audit Committee: The Audit Committee concurred with the CFO's conclusion on August 10, 2026, and discussed the matter with the independent auditor, GBQ Partners LLC.
Investor Verification Checklist
- Verify the filing of amended Form 10-Q/A reports for periods ended June 30, 2025, September 30, 2025, and March 31, 2026.
- Review the detailed description of the material weakness and remediation plan in the amended filings.
- Confirm that the corrected weighted average share counts are reflected in all future financial reporting.
- Note that total net loss figures for the affected periods were not changed, only the per-share calculations.