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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K/A
Amendment
Number One
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report: May 20, 2026 (Earliest Event Date
requiring this Report: May 18, 2026)
CAPSTONE
COMPANIES, INC.
(EXACT
NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Florida |
|
000-28831 |
|
84-1047159 |
(State
of Incorporation or
Organization) |
|
(Commission
File No.) |
|
(I.R.S.
Employer
Identification
Number) |
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”.
Explanatory
Note:
This
Current Report on Form 8-K/A Amendment Number One (“Amendment”) amends the Current Report on Form 8-K, dated May 15, 2026
and filed with the Commission on May 15, 2026, (“Initial Form 8-K”) to report a modification of the Letter of Intent, dated
May 14, 2026, (“LOI”) between Capstone Companies, Inc. (“Company”) and eBliss Global, Inc., which
modification is described in Item 1.01 of this Amendment and which LOI is filed as Exhibit 10.1 to the Initial Form 8-K. This Amendment
also reports and files a copy of a corrected version of the May 18, 2026 press release issued by the Company to announce
the LOI.
Item
1.01 Entry into a Material Definitive Agreement.
On May 18, 2026, Capstone Companies, Inc. (“Company”) and eBliss Global,
Inc., a private, early stage Delaware corporation, (“eBliss”) agreed to extend the “superior proposal” provision
in the Lump Sum Payment Promissory Note, dated March 3, 2026 and issued to eBliss by the Company, (“Note”) to the ‘no
shop’ provision in the Letter of Intent, dated May 14, 2026, between the Company and eBliss. (“LOI”). The Note is filed
as Exhibit 10.1 to the Current Report on Form 8-K, dated March 3, 2026 and filed by the Company with the Commission on March 5, 2026.
Item 7.01
Regulatory FD Disclosure.
On
May 18, 2026, the Company issued a press release announcing the LOI. The press release, as issued on May 18, 2026, inadvertently
deleted a number for the expiration date of the ‘no shop’ provision, which correct date is July 31, 2026, not July 1,
2026. The corrected and reissued press release, which is attached hereto as Exhibit 99.1 and is incorporated by reference
herein, corrects the end date of the ‘no shop’ provision, corrects the annual period referenced in
“Background” of the press release to 2026 and includes a reference to the superior proposal provision described in Item
1.01 above.
The
information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act
or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing
under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item
9.01. Financials and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Exhibit
Description |
| |
|
|
| 99.1 |
|
Corrected
Reissue of: Press Release, dated May 18, 2026, issued by Capstone Companies, Inc. (“Company”) and regarding the May
14, 2026 Letter of Intent between the Company and eBliss Global, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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, Chairman of the Board of Directors |
|
Date:
May 20, 2026 |
EXHIBIT
INDEX
| Exhibit
Number |
|
Exhibit
Description |
| |
|
|
| 99.1 |
|
Corrected
Reissue of Press Release, dated May 18, 2026, issued by Capstone Companies, Inc. (“Company”) and regarding the May
14, 2026 Letter of Intent between the Company and eBliss Global, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
EXHIBIT
99.1
FOR
IMMEDIATE RELEASE
CORRECTION:
Capstone Companies, Inc. announces Execution of Binding Letter of Intent
with
eBliss Global, Inc.
[Correction:
The initial release of this press release stated that July 1, 2026 was the expiration date of the ‘no shop’ period. The correct
expiration date is July 31, 2026 and the error was due to an inadvertent deletion of the missing number. This revised press release
also corrects the annual period referenced in “Background” to 2026 and includes a reference to a “superior proposal”
exception to the ‘no shop’ provision in the Letter of Intent. The following is the initial press release with these
revisions.]
DEERFIELD
BEACH, FL, May 18, 2026 — Capstone Companies, Inc. (“Capstone”)(OTCQB: CAPC) today announced that it has entered into
a binding Letter of Intent (“LOI”) with eBliss Global, Inc. (“eBliss”) for commencement of negotiations and mutual
due diligence reviews to explore the possibility of a mutually acceptable acquisition of 100% of the issued capital stock of eBliss in
tax-free stock-for-stock reorganization or similar acquisition transaction (“Transaction”).
Under
the LOI, Capstone and eBliss agreed to:
| ● | commence
negotiations for a mutually acceptable Transaction agreement; |
| ● | conduct
mutual and usual and customary due diligence reviews; |
| ● | a
mutual ‘no shop’ provision for the period from May 14, 2026 through July 31,
2026 (“Period”), subject to the right of Capstone or eBliss to terminate the
LOI and ‘no shop’ provision without cause and upon prior written notice and
subject to a “superior proposal” exception; and |
| ● | joint
pursuit of funding required to fund estimated Transaction costs and post-transaction working
capital for both companies. |
The
LOI also contains customary exclusivity, confidentiality, due diligence access, and process-related provisions. The LOI was filed as
an exhibit to the Company’s Form 8-K filed on May 15, 2026, with the Securities and Exchange Commission (“SEC”) and
the above summary is qualified in its entirety by reference to the LOI, which may be accessed without charge through the Search EDGAR
link at the SEC’s website at URL: www.sec.gov or on the Capstone website at URL: https://investors.capstonecompaniesinc.com/sec-filings
Stewart
Wallach, Chairman of Capstone Companies, stated: “We believe this LOI represents an important step toward evaluating a potential
transaction that could enhance Capstone’s long-term positioning and future growth opportunities. Both organizations are now entering
a structured diligence and negotiation phase to determine whether agreement for a transaction can reached.”
No
binding agreement to enter into a definitive agreement for, or to consummate, any Transaction or other significant corporate transaction
exists between Capstone and eBliss. No assurances can be given that Capstone and eBliss will reach a definitive agreement for a Transaction
or other significant corporate transaction, or that any Transaction or other significant corporate transaction agreement will be consummated.
Any Transaction would remain subject to, among other things, completion of due diligence, negotiation of definitive agreements, board
approvals, shareholder approvals, federal and state regulatory compliance, adequate and timely financing and satisfaction of customary
closing conditions. Obtaining adequate funding or funding commitments for Transaction costs and working capital for eBliss’s initial
production of product is critical to the prospects of reaching agreement for, and consummating, any Transaction.
Background.
From 2024 into early 2026, Capstone conducted an ongoing effort to find a business or new business line with sustained revenue generating
capability and growth potential. Despite this ongoing, extensive effort, Capstone did not receive a firm commitment or formal proposal
for the funding, acquisition or internal development of a suitable business. The eBliss negotiations represent the first formal negotiations
for a possible Transaction. Capstone estimates that it has sufficient third party funding to cover basic corporate overhead through 2026,
but it has no commitments or assurances of any additional funding. As such, progress in establishing a new business in 2026 is
deemed important to the future of Capstone.
About
Capstone Companies, Inc.
Capstone
Companies, Inc. is a public company focused on developing and commercializing emerging technologies, consumer products, and strategic
business opportunities.
About
eBliss
eBliss
is an early stage, pre-production Delaware corporation with a developed electronic bicycle product (described at the eBliss website at
https://ebliss.global/). Production of this product at Utica, New York facility is subject to eBliss securing adequate, timely
funding, which funding effort is part of the joint efforts of Capstone and eBliss under the LOI.
Forward-Looking
Statements. This Press Release contains forward-looking statements within the meaning of the federal securities laws. In
some cases, a reader can identify forward-looking statements by terms such as “believe,” “may,” “estimate,”
“continue,” “anticipate,” “intend,” “should,” “plan,” “expect,”
“predict,” “potential,” “could,” “will,” “would,” “ongoing,”
“future” or the negative of these terms or other similar expressions that are intended to identify forward-looking statements,
although not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown
risks, uncertainties, contingencies, changes in circumstances that are difficult to predict, and other important factors that may cause
our actual results, performance, or achievements to be materially or significantly different from any future results, performance or
achievements expressed or implied by the forward-looking statement. Therefore,
a reader should not rely on any of these forward-looking statements.
Important
factors that could cause actual results, conditions, and events to differ materially from those indicated in the forward-looking statements
include, but are not limited to: the satisfactory completion of the companies’ respective due diligence; the ability of the companies
to successfully negotiate and enter into a definitive Transaction agreement and the actual terms thereof; termination of the LOI and
‘no shop’ prior to expiration of the Period in order to pursue third party competing proposals; Capstone’s and eBliss’
capital requirements for Transaction costs and post-closing working capital, which funding is critical to the prospects of reaching a
definitive agreement for, and consummating, any Transaction; Capstone’s and eBliss’ ability to satisfy all of the conditions
to closing of the Transaction under an agreement, including stockholder approvals; the risk that any definitive Transaction agreement
is terminated after it is entered into but before closing; changes in assumptions underlying the terms of the LOI, including the companies’
respective businesses and financial condition and needs; market acceptance of the post-closing Capstone’s business; risks associated
with the business of eBliss; the risk that a potential Transaction does not result in the expected benefits, including but not limited
to, creating stockholder value or access to required funding or revenue generation; general economic, financial, legal, political, and
business conditions; and other risks and uncertainties including those set forth in Capstone’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2025, the Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and subsequent reports
and other filings with the SEC. Forward-looking statements speak only as of the date hereof, and Capstone and eBliss each disclaims any
obligation to update any forward-looking statements.
Readers
of this Press Release should note that the
Company’s common stock is a “penny stock” under SEC rules and the Company’s Common Stock lacks primary market
maker support and institutional investor support. Further, the Company’s auditor has expressed a ‘ongoing concern’
caution for the Company in its auditor letter for the financial statements in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2025. As such, any investment in the Company’s Common Stock is highly risky, subject to possibly significant fluctuations
in trading volume and market price, may have limited liquidity and is not suitable for any investor who cannot afford the total loss
of investment.
The
URL’s referenced in this Press Release are provided only
for informational purposes. The contents of the external websites accessed through the URL’s are not incorporated in this Press
Release. Capstone is not responsible for and has not verified the accuracy, legality or content of the external websites referenced by
the third party URL’s above.
This
Press Release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities, in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Investor
Relations Contact:
Capstone
Companies, Inc.
Stewart
Wallach
(954)
570-8889
swallach@capstonecompaniesinc.com
