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Capstone (OTCQB: CAPC) extends eBliss LOI and no shop to Aug 31

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(Neutral)
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Form Type
8-K/A

Rhea-AI Filing Summary

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.

Positive

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Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Amendment date July 8, 2026 Date Amendment Number One to the LOI was entered
LOI effective date May 14, 2026 Original effective date of the Letter of Intent
No shop end time (new) 7:00 p.m., August 31, 2026 Extended no shop period under Amendment Number One
LOI expiration (new) 7:00 p.m., August 31, 2026 Extended expiration date of the LOI
Letter of Intent financial
"a Letter of Intent, which Letter of Intent is dated and effective as of May 14, 2026"
A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.
no shop financial
"Section 3 of the LOI was amended to extend the ‘no shop’ period"
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
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FAQ

What is Capstone Companies (CAPC) reporting in this 8-K/A amendment?
Capstone Companies is reporting an amendment to its Letter of Intent with eBliss Global, Inc., extending key dates to August 31, 2026. The change mainly gives both parties more time for preliminary discussions and due diligence before any potential transaction is finalized.

How did Capstone (CAPC) change the no shop period with eBliss Global?
Capstone extended the LOI’s no shop period with eBliss from July 31, 2026, to August 31, 2026, at 7:00 p.m. Miami time. During this extended period, Capstone agrees not to seek or negotiate alternative transactions covered by the Letter of Intent.

When does the Letter of Intent between Capstone (CAPC) and eBliss now expire?
The Letter of Intent between Capstone and eBliss now expires at 7:00 p.m., local Miami, Florida time, on August 31, 2026. This new expiration date replaces the prior earlier end date and is intended to allow additional time for discussions and due diligence.

Has Capstone Companies (CAPC) agreed to any definitive transaction with eBliss?
Capstone and eBliss clearly state they have not reached any agreement on specific transactions or relationships. They also note that they may ultimately fail to reach any agreement, whether related to the Letter of Intent or any other potential arrangements.

What is the purpose of extending the LOI timeline for Capstone (CAPC) and eBliss?
The LOI amendments are intended solely to provide more time for preliminary discussions and due diligence contemplated in Section 2 of the LOI. This suggests both parties need additional time to review information and evaluate possible transactions before deciding whether to proceed.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

Amendment Number Two

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report: July 8, 2026 (Earliest Event Date requiring this Report: July 8, 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 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”.

 

 

 

 

 

 

Explanatory Note:

 

This Current Report on Form 8-K/A Amendment Number Two (“8-K Amendment”) is filed by Capstone Companies, Inc. (“Company”) to amend the Current Report on Form 8-K, dated and filed with the Commission on May 15, 2026, by the Company, (the “Initial Form 8-K”) to report the signing of an Amendment Number One, dated and effective as of July 8, 2026, (“Amendment Number One”) to a certain Letter of Intent, which is dated and effective as of May 14, 2026, by the Company and eBliss Global, Inc., (“the “LOI”). The LOI was filed as Exhibit 10.1 to the Initial Form 8-K. Amendment Number One is more fully described below in Item 1.01 of this 8-K Amendment.

 

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Item 1.01 Entry into a Material Definitive Agreement.

 

On July 8, 2026, Capstone Companies, Inc. (“Company”) and eBliss Global, Inc., a private, early stage Delaware corporation, (“eBliss”) entered into Amendment Number One to a Letter of Intent, which Letter of Intent is dated and effective as of May 14, 2026, (the “LOI”) by the Company and eBliss. The Amendment Number One to the LOI amended the LOI as follows:

 

(1) Section 3 of the LOI was amended to extend the ‘no shop’ period from 7:00 p.m., local Miami, Florida time, on July 31, 2026, to 7:00 p.m., local Miami, Florida time, on August 31, 2026; and

(2) Section 6(a) of the LOI was amended to extend the expiration date of the LOI to 7:00 p.m., local Miami, Florida time, on August 31, 2026.

 

The above amendments were made solely to provide additional time for the Company and eBliss to continue the preliminary discussions and due diligence contemplated in Section 2 of the LOI. The Company and eBliss have not reached any agreement on any transactions or relationships, whether contemplated in the LOI or otherwise, and the Company and eBliss may fail to reach any agreement on any transactions or relationships, whether contemplated in the LOI or otherwise.

 

The above summary is qualified in its entirety by reference to the Amendment Number One to the LOI, which Amendment Number One is filed as Exhibit 10.1.1 to this Current Report on Form 8-K/A (Amendment Number Two).

 

Item 9.01. Financials and Exhibits.

 

(d) Exhibits.

 

Exhibit Number   Exhibit Description
10.1.1   July 8, 2026 Amendment Number One to the Letter of Intent, dated May 14, 2026, by Capstone Companies, Inc. and eBliss Global, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: July 8, 2026

 

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EXHIBIT INDEX

 

Exhibit Number   Exhibit Description
10.1.1   July 8, 2026 Amendment Number One to the Letter of Intent, dated May 14, 2026, by Capstone Companies, Inc. and eBliss Global, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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Source: View Original Filing on SEC EDGAR

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