UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Amendment No.1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Introductory Note
On December 2, 2025, Capstone Holding Corp. (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission that disclosed the closing of the acquisition (the “Acquisition”) contemplated by the an asset purchase agreement (the “Asset Purchase Agreement”), dated November 30, 2025, by and between TotalStone, LLC (“TotalStone”), the Company’s primary operating subsidiary, and Continental Stone Industries Inc., a Delaware corporation that is wholly owned by FCHI (“CSIA”), and Jeffery Leech as the representative of CSIA, to purchase all of the assets and assume certain of the liabilities of CSIA (the “Asset Purchase Transaction”); and (ii) a share purchase agreement (the “Share Purchase Agreement”), dated December 1, 2025, by and between InStone Canada Corp., a British Columbia corporation, an indirect wholly-owned subsidiary of the Company (“InStone Canada”), and Dream Family Holdings Ltd, Robert Jahnsen, The Jeffery Leech Family Trust, Jeffery Leech in his individual capacity, Wendy Chiavacci, Michael Siemens, Nathan Thompson, Curt Trierweiler, and Jeffery Leech in his capacity as the representative of the sellers of FCHI, to purchase all of the issued and outstanding shares of FCHI.
The Acquisition closed on December 1, 2025.
This Current Report on Form 8-K/A (the “Amendment”) amends the Original Report to include the financial statements required to be filed under Item 9.01(a) of Form 8-K and the pro forma financial information required to be filed under Item 9.01(b) of Form 8-K. Except as provided herein, the disclosures made in the Original Report remain unchanged.
Item 9.01. Financial Statements and Exhibits.
As a result of the Acquisition as described in Item 2.01 of the Original Report, the registrant is filing the following financial statements and financial information as exhibits to this Amendment.
(a) Financial Statements of Business Acquired.
The audited financial statements of FCHI as of and for the year ended December 31, 2024 and unaudited financial statements of FCHI as of and for the nine months ended September 30, 2025, as required by Item 9.01(a) of Form 8-K are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Amendment and are incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial statements of the Company as of and for the year ended December 31, 2024 and as of and for the nine months ended September 30, 2025, as required by Item 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 GBQ Partners LLC | |
| 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 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 17, 2026 | Capstone Holding Corp. | |
| By: | /s/ Matthew E. Lipman | |
| Name: | Matthew E. Lipman | |
| Title: | Chief Executive Officer | |
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