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Capstone Companies, Inc. filings document an OTCQB-quoted Florida reporting company with common stock traded under CAPC and no securities registered on a national exchange under Section 12(b). Recent Form 8-K reports cover material definitive agreements, including unsecured working-capital promissory notes, and Regulation FD disclosures regarding corporate communications and the company’s efforts to develop or acquire a new business line.
The filing record also includes Form 12b-25 notice for annual-report timing, capital-structure information, reporting compliance matters, and disclosures tied to maintaining corporate existence while the company seeks revenue-generating operations.
Capstone Companies, Inc. reported no revenue for the three and six months ended June 30, 2026 and continues to operate solely as a corporate and business development shell. The company posted a six‑month net loss of $177,193, slightly improved from $187,612 a year earlier, driven by lower general and administrative costs.
Financial condition remains weak. At June 30, 2026, Capstone held $194,596 in cash and total assets of $204,527 against current liabilities of $840,789, producing a working capital deficit of $636,262 and a stockholders’ deficit of $636,262. Short‑term notes payable and accrued interest totaled $832,998, primarily a related‑party Coppermine Ventures note and a $250,000, 7% unsecured note from eBliss Global, Inc., due March 4, 2027.
Management states these conditions raise substantial doubt about the company’s ability to continue as a going concern. Efforts to secure a new operating business have not succeeded; a non‑binding Letter of Intent to acquire eBliss was terminated on August 1, 2026. The company believes existing cash and committed loans can support minimal corporate operations through fiscal 2026 but has no identified funding beyond that period.
Capstone Companies, Inc. reported that on August 1, 2026, it received an emailed, signed letter from the chief executive officer of eBliss Global, Inc. terminating their existing Letter of Intent. That Letter of Intent had been initially effective on May 14, 2026 and was amended on July 8, 2026.
Under Section 6(b) of the Letter of Intent, the termination becomes effective after 35 days prior written notice. Capstone and eBliss did not enter into any definitive agreement for the transactions contemplated in the Letter of Intent, and due diligence had not progressed to the point where Capstone believed it could complete its evaluation of any potential transaction for its public shareholders. The termination does not affect the Mutual Non-Disclosure Agreement dated November 17, 2025 or the Unsecured Promissory Note dated March 3, 2026, both of which remain in place. Following this termination, Capstone states that it intends to aggressively continue efforts to develop a new business line.
Capstone Companies, Inc. filed an amended current report to describe changes to its Letter of Intent with eBliss Global, Inc. The amendment, signed on July 8, 2026, modifies the existing LOI originally dated May 14, 2026.
The no shop period, during which Capstone has agreed not to seek alternative transactions, is extended from July 31, 2026 to August 31, 2026, and the overall LOI expiration date is also moved to August 31, 2026. These changes are intended to allow more time for preliminary discussions and due diligence.
Capstone and eBliss state that they have not reached any agreement on specific transactions or relationships and may ultimately fail to reach any agreement, despite the extended LOI timeline.
Capstone Companies, Inc. filed an amended report updating its binding Letter of Intent with eBliss Global, Inc. and correcting an earlier press release. The LOI contemplates a potential tax-free stock-for-stock acquisition of 100% of eBliss, subject to negotiations, mutual due diligence and many conditions.
The companies agreed to a mutual “no shop” period from May 14, 2026 through July 31, 2026, with a “superior proposal” exception. Capstone emphasizes that no definitive transaction agreement exists, funding for transaction costs and working capital is critical, and there is no assurance any deal will be completed.
Capstone notes it has third-party funding only to cover basic overhead through 2026, its common stock is a penny stock with limited liquidity, and its auditor has issued a going concern caution for the year ended December 31, 2025, underscoring the high-risk nature of any investment.
Capstone Companies, Inc. signed a nonbinding letter of intent with eBliss Global, Inc. to explore a potential stock‑for‑stock acquisition of 100% of eBliss’s common stock. The parties agreed to an exclusivity and mutual due diligence period running from May 14, 2026 through July 31, 2026, including a mutual “no shop” covenant restricting third‑party acquisition talks.
Either party may terminate the LOI without cause on 35 days’ written notice, and no breakup or termination fee is payable. The filing emphasizes that there is no binding agreement on any acquisition terms and no assurance any transaction will be completed. Capstone also reiterates that its common stock is a high‑risk penny stock, its auditors issued a going‑concern caution, and it relies on third‑party debt funding to sustain operations.
Capstone Companies, Inc. reports another loss-making quarter with no revenue for the three months ended March 31, 2026. The company generated $0 in net revenue and recorded a net loss of $92,269, slightly improved from a $111,079 loss a year earlier as operating expenses were reduced.
Cash increased to $257,040 from $39,122 at year-end 2025, funded by new debt rather than operations. Total assets were $271,997 against $823,335 in liabilities, leaving a stockholders’ deficit of $551,338 and a working capital deficit of similar size.
The company discloses substantial doubt about its ability to continue as a going concern, relying on a related-party note from Coppermine Ventures and a new $250,000 eBliss Global unsecured note, which also imposes a 90-day no-shop period while the parties explore a potential transaction. Capstone has no revenue-generating business line and is only pursuing business development in health, fitness and social activities and e-mobility, both contingent on securing additional funding.
Capstone Companies, Inc. submitted a Notification of Late Filing (Form 12b-25) for its annual report on Form 10-K for the period ended 12-31-2025. The company states it submitted the 10-K to its EDGAR filing service on March 31, 2026, but the filing was not processed until after 5:30 p.m. EST that day.
The notice is signed by Dana Eschenburg Perez, Chief Financial Officer, and indicates that other periodic reports for the prior 12 months have been filed.
Capstone Companies, Inc. reported no revenue in 2025 and a net loss of $920,168, reflecting the absence of an operating product line. The company recorded a working capital deficit of $459,069, an accumulated deficit of $12,679,768, and ended 2025 with cash of $39,122.
Operations now center on business development and corporate compliance, with no active revenue-generating business. Funding has come primarily from related-party notes, including $558,191 from Coppermine Ventures and a $250,000 eBliss promissory note. Auditors issued a going concern opinion, and management warns that any investment in this penny stock is highly risky.
The Connected Chef and Smart Mirror product lines have effectively been discontinued, and efforts to build a health, fitness and social activities business have not produced an operating line. The company acknowledges potential “shell company” risk under SEC rules, which could further limit access to capital and liquidity for shareholders.
Capstone Companies, Inc.: Christopher Valente reports beneficial ownership of 2,445,063 shares of common stock, representing 5.01% of the class as shown on the filing dated 03/17/2026.
The filing lists 2,445,063 shares as the number with sole voting and dispositive power. The signature on the form is dated 03/21/2026.
Capstone Companies, Inc. entered into an unsecured working capital promissory note with eBliss Global, Inc., providing a $250,000 loan funded on March 4, 2026. The note bears 7% simple annual interest, with principal and interest due in a single lump-sum payment on March 4, 2027.
The note is unsecured and has no conversion feature into equity. As partial consideration, Capstone agreed to a 90-day “no shop” provision giving eBliss a qualified exclusive window to discuss potential mergers, combinations, acquisitions or strategic relationships, with limited ability to consider superior third-party proposals late in the period. Capstone’s board is forming a special committee of independent directors to evaluate any possible transactions, while emphasizing there is no existing agreement or commitment and that no transaction may result from these exploratory discussions.