CAPC Capstone Companies Inc (QB)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

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

 

Date of Report: December 10, 2024
(Earliest Event Date requiring this Report: December 6, 2024)

 

CAPSTONE COMPANIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

 

Florida	0-28331	84-1047159
(State of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

 

Number 144-V, 10 Fairway Drive Suite 100
Deerfield Beach, Florida 33441
(Address of principal executive offices)

 

(954) 570-8889, ext. 313
(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): 

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). 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. ☐

 

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

 

Title of Class of Securities.	Trading Symbol(s).	Name of exchange on which registered
N/A	N/A	N/A

 

The Registrant’s Common Stock is quoted on the OTCQB Venture Market of the OTC Markets Group, Inc. under the trading symbol “CAPC.”

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Resignation of Directors. On December 6, 2024, Jeffrey Postal and George Wolf voluntarily resigned as directors of Capstone Companies, Inc. (“Company”). Neither Mr. Postal nor Mr. Wolf advised the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Postal’s resignation included resigning as a member of the Audit Committee and Nomination and Compensation Committee of the Company’s Board of Directors.

 

The resignations were tendered to create vacancies on the Company’s Board of Directors for any future appointment of new directors. Under the previously reported Management Transaction Agreement, signed October 31, 2024, (“MTA”) between the Company and Coppermine Ventures, LLC (“CVen”), CVen has the right to nominate two (2) directors for appointment to the Company’s Board of Directors to fill vacancies, which appointments are subject to verification by the Company’s Board of Directors of each nominee’s qualification to serve as a director. As reported in a Current Report on Form 8-K, dated December 4, 2024, (“December 4^th Form 8-K”) filed by the Company with the Commission, and under the MTA, CVen nominated and has had one (1) nominee appointed to the Company’s Board of Directors.

 

Search for New Directors. The Company does not have any pending nominations for appointment to the Company’s Board of Directors as of the date of the filing of this Current Report on Form 8-K (“Form 8-K”). The Company’s intent is to seek new directors (including any CVen nominee) who can assist in developing or acquiring a new business line. Company lacks revenue generating operations and developing a new business line is critical to the Company’s ability to continue as a going concern. There is no assurance that the Company will be able to recruit any directors, or any appointed directors will in fact assist in developing or acquiring a new business line. Company’s recruitment efforts are hindered by the Company being a public shell company and a “penny stock” company under Commission rules. Further, there is no assurance that the Company will develop or acquire a new business line, or that any new business line will be a revenue generating or profitable operation. The Company will have to obtain sufficient funding to develop or acquire, and then support, any new business line, which funding the Company may be unable to obtain at all or, if obtained, may not be affordable, timely and adequate. There is no existing agreement by the Company and a third party for a merger or acquisition of a company or assets.

 

Item 7.01. Regulation FD Disclosure. The Company issued a press release on December 10, 2024, announcing the appointment of Alexander Jacobs as the new Chief Executive Officer and a director of the Company, which appointments were disclosed in the December 4^th Form 8-K. The press release is attached as Exhibit 99.1 to this Form 8-K.

 

The press release attached as Exhibit 99.1 to this Form 8-K and the information in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

FORWARD LOOKING STATEMENTS. Except for statements of historical fact in this Form 8-K, the information contained above contains forward-looking statements, which statements are characterized by words like “should,” “may,” “intend,’ “expect,” “hope,” “believe,” “anticipate” and similar words. Forward looking statements are not guarantees of future performance and undue reliance should not be placed on them. Forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any statements about future performance or results expressed or implied by such forward-looking statements. Capstone Companies, Inc. (“Company”) is a public shell company without revenue generating revenues and relies on working capital funding from third parties to sustain its corporate existence and fund meeting the compliance requirements as an SEC reporting company with its stock quoted on the OTC QB Venture Market. The Company is also a “penny stock” company with limited public market liquidity and no primary market makers. As such, Company may be unable to develop a new business line, or acquire or merge with an existing operating company, or, even if a new business line or revenue generating operation is established, to fund and successfully operate that new business line or operation. Further, the public auditors of the Company have expressed doubt as to the Company as a going concern. Company may be unable to obtain adequate, affordable and timely funding to sustain any new business line. There is substantial doubt about the Company’s ability to establish a new business line or sustain an operation. There is no existing agreement by the Company and a third party for a merger or acquisition of a company or assets. Any investment in the common stock of the Company is a highly risky investment that is not suitable for investors who cannot afford the total loss of the investment and the inability to liquidate the investment. The risk factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings with the SEC should be carefully considered prior to any investment decision. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

 

Item 9.01. Financials and Exhibits.

 

(d) Exhibits.

 

Exhibit Number	Exhibit Description
99.1	Capstone Companies, Inc. Press Release, dated December 10, 2024, re: Appointment of new Chief Executive Officer and Director

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

CAPSTONE COMPANIES, INC., A FLORIDA CORPORATION

 

By: /s/ Stewart Wallach

Stewart Wallach, Chief Executive Officer

Dated: December 10, 2024

 

Exhibit Number	Exhibit Description
99.1	Capstone Companies, Inc. Press Release, dated December 10, 2024, re: appointment of Alexander Jacobs as Chief Executive Officer and Director

 

Exhibit 99.1 Press Release

 

FOR IMMEDIATE RELEASE

 

Capstone Companies, Inc. appoints a new Chief Executive Officer to Develop New Business Line

 

DEERFIELD BEACH, Florida, December 10, 2024 – Capstone Companies, Inc. (OTCQB: CAPC) (“Company”) announced today the appointment of Alexander Jacobs as Chief Executive Officer and a director of the Company. Mr. Jacobs, a proven entrepreneur and operations executive, will focus on developing a new business line and establishing revenue generating operations for the Company.

 

Mr. Jacobs is the founder, owner and senior operations executive of Coppermine Ventures, LLC (“CVen”) and affiliated companies (collectively, CVen and affiliates are referred to as “Coppermine”), a growing, profitable business group with 20 facilities in Maryland providing year-round social, athletic, and fitness programming for children, adults and families. Coppermine offers youth and adult classes, clinics, camps, leagues, and tournaments, nationally competitive club teams, before and after school programs, and other recreational activities in a variety of sports, including gymnastics, tennis, dance, karate, pickleball, football, swimming, lacrosse, soccer and baseball. Coppermine has an affiliated venture, Copper Union, that focuses on developing facilities offering pickle ball and padel courts with a club house offering food, drinks and entertainment at a facility in Maryland. Starting in 2011, Mr. Jacobs built Coppermine from a start-up venture to a growing, profitable business. Coppermine serves approximately 35,000 families and has over 700 employees. He graduated from Denison University where he was a two-time All-American Defender in lacrosse.

 

“Alex is ideally suited to identify, curate and advance a new business line. He has shown the ability to develop a concept into a successful and profitable businesses and has become an industry leader in the market of social, athletic and fitness programming from young to old and, most impressively, he skillfully handled the roles of strategic planner, entrepreneur, promoter, fund raiser, hands-on operations executive and personnel supervisor,” said Stewart Wallach, Chair of Company’s Board of Directors.

 

“I look forward to the challenge of establishing a new business line for Capstone. My passion is building sustainable businesses that provide social and health benefits to children, families and adults through sports, exercise, and social and group activities,” said Alex Jacobs.

 

CVen provided $125,914 in working capital funding to the Company under an Unsecured Promissory Note in October 2024 and is obligated to provide $218,640 additional working capital funding to the Company under an October 31, 2024, Management Transition Agreement (“MTA”) through the first fiscal quarter of 2025. CVEN funded $50,018 of the MTA funding amount in late November 2024. Funding under the MTA is in return for right to nominate appointees for CEO position and two board seats, which appointments are subject to verification of nominees’ qualifications to serve in those positions by the Company’s Board of Directors and is not a loan or consideration for any equity interest in the Company.

 

About Capstone Companies, Inc. Capstone Companies, Inc. is an SEC reporting company with its common stock quoted on OTC QB market. Formerly engaged in producing LED and Smart Mirror consumer products, Company ended its consumer product operations in 2023 due to declining sales and has been seeking to establish a new business line and revenue generating operations through internal development, merger, acquisition or a combination of those actions. The Company currently has no revenue generating operations. The appointment of a new CEO and appointment of directors under the MTA is part of the Company’s efforts to establish revenue generating operations by bringing in new management members with experience in industries other than the Company’s former industry as well as a proven ability to build or fund sustainable, new business lines.

 

FORWARD LOOKING STATEMENTS. Except for statements of historical fact in this press release, the information contained above contains forward-looking statements, which statements are characterized by words like “should,” “may,” “intend,’ “expect,” “hope,” “believe,” “anticipate” and similar words. Forward looking statements are not guarantees of future performance and undue reliance should not be placed on them. Forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any statements about future performance or results expressed or implied by such forward-looking statements. Capstone Companies, Inc. (“Company”) is a public shell company without revenue generating revenues and relies on working capital funding from third parties to sustain its corporate existence and fund meeting the compliance requirements as an SEC reporting company with its stock quoted on the OTC QB Venture Market. The Company is also a “penny stock” company with limited public market liquidity and no primary market makers. As such, Company may be unable to develop a new business line, or acquire or merge with an existing operating company, or, even if a new business line or revenue generating operation is established, to fund and successfully operate that new business line or operation. Further, the public auditors of the Company have expressed doubt as to the Company as a going concern. Company may be unable to obtain adequate, affordable and timely funding to sustain any new business line. There is substantial doubt about the Company’s ability to establish a new business line or sustain an operation. The business and financial results of another company, including Coppermine Ventures, LLC, is not relevant to, and not an indication of the future prospects of, any future business or financial condition or performance of the Company and should not be relied upon or regarded as an indication of future business and financial performance of the Company. There is no existing agreement by the Company and a third party for a merger or acquisition of a company or assets. Any investment in the common stock of the Company is a highly risky investment that is not suitable for investors who cannot afford the total loss of the investment and the inability to liquidate the investment. The risk factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings with the SEC should be carefully considered prior to any investment decision. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

v3.24.3

Cover	Dec. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 06, 2024
Entity File Number	0-28331
Entity Registrant Name	CAPSTONE COMPANIES, INC.
Entity Central Index Key	0000814926
Entity Tax Identification Number	84-1047159
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	Number 144-V
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Deerfield Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33441
City Area Code	954
Local Phone Number	570-8889
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

---