Note 1 - Nature of Operations

9 Months Ended

Sep. 30, 2025

Notes to Financial Statements

Nature of Operations [Text Block]

CAPSTONE HOLDING CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 Nature of Operations

Capstone Holding Corp. (the “Capstone”) is a holding company and its operations consist substantially of the operations of its consolidated subsidiary, TotalStone, LLC (“TotalStone”). On April 1, 2020, Capstone obtained controlling interest in TotalStone, a materials distribution company that distributes masonry stone products for residential and commercial construction in the Midwest and Northeast United States under the trade names Instone and Northeast Masonry Distributors (“NMD”). On August 22, 2025, Capstone purchased all of the issued and outstanding membership interests (the “Holdings Membership Interests”) in Carolina Stone Holdings, LLC (“Carolina Stone Holdings”), which owns all of the issued and outstanding membership interests of Carolina Stone Distributors, LLC. Carolina Stone Holdings is a stone supplier and installer specializing in both manufactured and natural stone veneer and offering end-to-end services, including material supply, installation, and project management for residential, commercial, and multi-family projects.

Note 1A Restatement of Previously Issued Financial Statements

Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2025, management determined that the weighted average number of common shares outstanding used to compute basic and diluted net loss per share for those periods was incorrect. The amounts previously reported did not reflect the day weighted average of shares outstanding during the periods, as required by ASC 260, Earnings Per Share. The Company has restated the weighted average share amounts and the related per share amounts in the accompanying consolidated statements of operations in accordance with ASC 250, Accounting Changes and Error Corrections.

The correction to the weighted average share amounts and the per share amounts does not affect any other amount in the financial statements. The Company has separately corrected the schedule of potentially dilutive securities in Note 3 to include the Representative’s Warrant issued in March 2025. Net loss, net loss attributable to Capstone Holding Corp. stockholders, the consolidated balance sheets, the consolidated statements of stockholders’ equity (deficit) and the consolidated statements of cash flows are not affected. The weighted average share amounts for the comparable 2024 periods are also not affected.

The following table presents the effect of the restatement on the accompanying consolidated statements of operations:

		Three Months Ended September 30, 2025
		As Previously Reported				Adjustment				As Restated
Net loss attributable to Capstone Holding Corp. stockholders (in thousands)		$	(2,014	)		$	—			$	(2,014	)
Weighted average number of common shares outstanding – basic and diluted			5,700,214				137,920				5,838,134
Net loss per share attributable to Capstone Holding Corp. stockholders – basic and diluted		$	(0.35	)		$	0.01			$	(0.34	)

		Nine Months Ended September 30, 2025
		As Previously Reported				Adjustment				As Restated
Net loss attributable to Capstone Holding Corp. stockholders (in thousands)		$	(5,147	)		$	—			$	(5,147	)
Weighted average number of common shares outstanding – basic and diluted			3,560,035				665,299				4,225,334
Net loss per share attributable to Capstone Holding Corp. stockholders – basic and diluted		$	(1.45	)		$	0.23			$	(1.22	)