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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: March
5, 2026
(Earliest Event Date
requiring this Report: March 3, 2026)
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 1.01 Entry
into a Material Definitive Agreement. Unsecured, Working Capital Promissory Note. On March 3, 2026, Capstone
Companies, Inc. (“Company”) entered into and issued an unsecured Lump Sum Payment Promissory Note (“Note”), which
Note provided a working capital loan in the principal amount of $250,000 (“Loan”) from eBliss Global, Inc., a private, early
stage Delaware corporation engaged in the developing and producing e-mobility solutions (including and initially making e-bikes as transportation
vehicles at a Utica, New York factory), (”eBliss”). Funding occurred on March 4, 2026. The interest rate under the Note is
seven percent (7%) simple annual interest. Principal and accrued interest are due in a single lump sum payment due on March 4, 2027 (“Maturity
Date”). The Company has a fifteen day cure period if it fails to pay the Principal and accrued interest on the Maturity Date. The
Note is unsecured and does not provide for a conversion of debt to equity securities.
Purpose of ‘No
Shop’ Provision. The Loan is being made to supply working capital to the Company and as partial consideration for a 90-day
‘no shop’ provision in the Note. During the 90 days following the funding of the principal of the Note (“No Shop Period”),
the Company will not entertain third party proposals for a merger, business combination, stock or asset acquisition, strategic alliance
or joint venture for product development or similar transactions (collectively, “Transactions”) and will cease any third
party discussions for any Transactions for the No Shop Period, except that the Company may entertain third party proposals during the
last 30 days of the No Shop Period if the Company and eBliss have not signed a definitive agreement or letter of intent for a Transaction
during the first 60 days of the No Shop Period and the third party proposal is deemed ‘superior’ to any existing proposal
for a Transaction from eBliss, if any. The purpose of the ‘no shop’ provision is to afford the Company and eBliss an opportunity
to discuss the possibility and feasibility of a mutually beneficial Transaction by eBliss and the Company and conduct any desired due
diligence. See “No Commitment” below.
Special Board
Committee. In order to conduct and as part of discussions between the Company and eBliss during the No Shop Period, the Company will
form a special committee of independent, disinterested Company directors, which committee will consist of Company directors Jeffrey Guzy
and Warner Session.
Business Development
Efforts. The Company has engaged in an ongoing effort since 2024 to develop a new business line that has the perceived potential
to provide long-term and sustained growth and profitability and a potentially more liquid and dynamic public market for the Company’s
public shareholders. While the Company has been focused on efforts to establish a business line or operation in health, fitness and social
activities and facilities (“HFS”) industry, the primary goal of the business development efforts has been to establish a
viable, sustainable profitable business line with growth potential and the Company has from time to time considered opportunities in
industries outside of the HFS industry in pursuit of that primary goal. Until and unless the Company develops a new business line in
another industry, potential opportunities in the HFS industry will remain an area of interest under the Company’s current business
development plan.
No Commitment.
The ‘no shop’ provision in the Note is merely exploratory in nature. There is no agreement, letter of intent, or other commitment
to negotiate or consummate any Transactions by the Company and eBliss as of the date of the filing of this Current Report on Form 8-K
(“Form 8-K”) and no agreement, letter of intent or other commitment for any Transactions may result from discussions by the
Company and eBliss during the No-Shop Period. The ‘no shop’ provision in the Note and formation of the special committee
of Company directors should not be deemed as an indication of the prospects for an agreement or a letter of intent for any Transaction,
or the prospects for any Transaction actually occurring between the Company and eBliss. There can be no assurance that the Company will
enter into any commitment to pursue or consummate any Transactions or other strategic outcome, or that the discussions under the ‘no
shop’ provision will result in any agreement, letter of intent or any other commitment for a Transaction. The Company does not
intend to disclose further developments regarding this matter unless and until further disclosure is determined to be appropriate or
necessary.
Notice:
The above summary of the Note does not comport to be a complete description of the terms and conditions of the Note. The Note and
the above summary is qualified in its entirety by reference to the Note, which is filed as Exhibit 10.1 to this Form 8-K. The Note
is being filed to provide investors with information regarding its terms and conditions. It is not intended to provide any other
factual information about the parties to the Note. In particular, the representations, warranties, covenants and agreements
contained in the Note, which are made only for purposes of the Note and as of specific dates, are solely for the benefit of the
parties to the Note, may be subject to limitations agreed upon by the contracting parties (including being qualified by confidential
disclosures made for the purposes of allocating contractual
risk between the parties to the Note instead of establishing these matters as facts) and may be subject to standards of materiality applicable
to the contracting parties that differ from those applicable to investors, security holders and reports and documents filed with the
Commission. Investors and security holders are not third-party beneficiaries under the Note and should not rely on the representations,
warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of
any party to the Note. In addition, the representations, warranties, covenants and agreements and other terms of the Note may be subject
to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other
terms may change after the date of the Note or this Form 8-K, which subsequent information may or may not be fully reflected in the Company’s
public disclosures.
No Offer or
Solicitation. This Form 8-K and Exhibits 10.1 and 99.1 to this Form 8-K are for information purposes only and are not intended to
and do not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any Company securities, or the solicitation of any vote or approval in any jurisdiction for
any transactions by Company shareholders, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention
of applicable law.
Cautionary
Note Regarding Forward-Looking Statement. This Form 8-K, including Exhibits 10.1 and 99.1, contains or may contain
forward-looking statements that relate to future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,”
“intend,” “plan,” “may,” “will,” “could,” “should,” “believes,”
“predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking
statements. The Company cautions you that such statements are simply predictions and actual events
or results may differ materially. These statements reflect the Company’s current expectations, and the Company does not undertake
to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected results expressed
or implied in this or other Company statements will not be realized. The statements also involve risks and uncertainties, many of which
are beyond the Company’s control or ability to predict or foresee, which could cause actual results to differ materially from any
results implied or deemed to be implied by the forward-looking statements. As such, no one should rely on forward looking statements
in making any investment decision, The presence of a ‘no shop’ provision is not a legally binding obligation for any transactions
or significant corporate transactions. For a description of additional factors that may cause the Company’s actual events or results
to differ from any forward-looking statements, please review the information set forth in the “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form
10-K for fiscal year ended December 31, 2024, filed March 17, 2025, and other public reports filed with the Securities and Exchange Commission.
The Company’s Common Stock is a ‘penny stock’ under rules of the Securities and Exchange Commission and, as
such, is a highly risky investment that should not be considered by investors who require liquidity in an investment or cannot afford
the loss of their investment. The Company’s Common Stock has no primary market makers or institutional investor market support
and the Company’s Common Stock is vulnerable to unpredictable, significant fluctuations in price and trading volume. Item 9.01.
Financials and Exhibits. Website addresses included in Exhibit 99.1 are inactive
textual references only and do not incorporate any website or its contents into this Form 8-K or Exhibit 99.1.
(d) Exhibits.
| Exhibit Number |
Exhibit Description |
| 10.1 | Unsecured
Promissory Note, dated March 3, 2026, issued by Capstone Companies, Inc. to eBliss Global,
Inc. |
| | 99.1 | Press Release, dated March 5, 2026, re: Unsecured Promissory Note issued by Capstone Companies, Inc. to eBliss Global, Inc.
|
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: March 5, 2026
| Exhibit Number |
Exhibit Description |
| 10.1 | Unsecured
Promissory Note, dated March 3, 2026, issued by Capstone Companies, Inc. to eBliss Global,
Inc. |
| | 99.1 | Press Release, dated March 5, 2026, re: Unsecured Promissory Note issued by Capstone Companies, Inc. to eBliss Global, Inc.
|
Exhibit 99.1
Press Release
Capstone Companies, Inc. obtains Working Capital Loan for $250,000 under Unsecured Promissory Note
Forms Special Committee
of Independent Directors in Response to No Shop Provision in the Promissory Note
DEERFIELD BEACH,
FL, March 5, 2026 – The Board of Directors of Capstone Companies, Inc., a Florida corporation, (“Company”)(OTCQB:
CAPC) is committed to enhancing shareholder value and regularly evaluates potential strategic, financial and operational alternatives
as the Company continues to execute its strategic business development plan, which is focused on seeking a business line with the potential
for growth and profitability.
Working Capital
Funding. On March 4, 2026, the Company received $250,000 in working capital funding under an unsecured Lump Sum Payment Promissory
Note (“Note”), dated March 3, 2026, issued to eBliss Global, Inc., the lender and an early stage private Delaware company,
(“eBliss”) that is engaged in development and production of e-mobility technologies, primarily and initially being ebikes
for personal transportation. eBliss anticipates starting production of its line of e-bikes at a Utica, New York factory in 2026. Funding
under the Note occurred on March 4, 2026. The Note bears simple annual interest of 7% and principal and interest are due in a lump-sum
payment on March 4, 2027. The funding under the Note is partial consideration for the ‘no shop’ provision described below.
No Shop Provision.
The Note contains a 90-day ‘no shop’ provision to permit the Company and eBliss to discuss the possibility and feasibility
of a mutually beneficial business relationship, which 90-day period provides eBliss with a qualified, exclusive right to discuss with
the Company the possibility of a merger, other business combination, stock or asset acquisition, strategic relationship or joint venture
for product development and production or a similar transaction (collectively, “Transactions”). If no agreement or letter
of intent is signed within the first 60 days of the 90-day ‘no shop’ period, then the Company may entertain third party proposals
for Transactions that are deemed superior to any existing, pending proposal for a Transaction from eBliss. The ‘no shop’
provision does not obligate either company to enter into any agreement or to consummate any mutually beneficial business relationship
or transaction and is merely allowing the companies to explore whether any basis exists for a mutually beneficial relationship.
Stewart Wallach,
Capstone’s Chairman, stated, “Capstone has engaged in a careful, deliberate business development effort to locate a new business
line that has the potential for sustained growth and profitability. This approach serves the best interests of the Company’s public
shareholders. While the focus has been on opportunities in the health, fitness and social activities industry, Capstone’s primary
goal is finding opportunities with growth and profit potential, regardless of the industry. The ‘no shop’ provision in the
Note is merely exploratory in nature and should not be regarded as an indication of the prospects for any agreement or transaction, but
it reflects the continued effort of Capstone management to serve the interests of Capstone’s public shareholders.”
Special Independent
Director Committee. As part of discussing possible mutually beneficial relationships under the ‘no shop’ provision, the
Company will form a special committee of independent, disinterested directors, consisting of Jeffrey Guzy and Warner Session, to participate
in discussions with eBliss during the No Shop Period.
No Existing Agreement
or Commitment. There is no existing agreement or letter of intent or other commitment obligating the Company and eBliss to negotiate
or consummate any Transactions and no such agreement or letter of intent or commitment, and no Transactions, may result from the discussions
between the Company and eBliss. There can be no assurance that the Company will pursue any particular Transaction or other strategic
outcome, or that a proposed Transaction will be consummated. The Company does not intend to disclose further developments regarding this
matter unless and until further disclosure is determined to be appropriate or necessary.
About Capstone Companies, Inc.
Capstone has been engaged since 2017 in
seeking to commercially exploit niche business lines or product lines that have growth and profit potential. Transitioning out of consumer
product industry since 2024, the corporate mission has been to develop a business line with growth and profit potential that can, if
successful, best serve the interests of Capstone’s public shareholders.
About eBliss Global, Inc.
eBliss Global is
an e-mobility company innovating smarter, more sustainable ways for people to get to where they want to be. Through proprietary technology
and an eye ever toward the future, eBliss is reshaping the transportation industry. Each eBliss vehicle is strategically designed to
be long-lasting and maintenance-free, with a focus on simplicity and functionality, and is tailor-built for each rider’s specific
needs, whether they be commuting, getting groceries, safely transporting families, making deliveries, or cruising with friends. Led by
longtime innovators in the transportation and tech industries and creators of the NuVinci Continuously Variable Transmission, eBliss
is disrupting and evolving
how we think about everyday transportation. Driven by the conviction that we can achieve a more sustainable, efficient, and healthy world
for all, eBliss delivers transportation solutions of the future—today. https://ebliss.global/
FORWARD LOOKING
STATEMENTS. Certain statements in this press release contain or may suggest "forward-looking" information (as defined
in the Private Securities Litigation Reform Act of 1995) that involves risks and uncertainties that could cause results to be materially
different from expectations. The words "will," "may," "designed to," "outlook," "believes,"
"should," "targets," "anticipates," "assumptions," "plans," "expects" or
"expectations," "intends," "estimates," "forecasts," "guidance" and similar expressions
identify certain of these forward-looking statements. The Company also may provide forward-looking statements in oral statements or other
written materials released to the public. All statements contained or incorporated in this press release or in any other public disclosures
that address such future events or expectations are forward-looking statements. Important factors that could cause actual results to
differ materially from these forward-looking statements are detailed in the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2024, filed with the SEC on March 17, 2025 and subsequent filings with the Securities and Exchange Commission. These
forward-looking statements are not guarantees of future performance and speak only as of the date made, and, except as required by law,
the Company undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events, new information
or future circumstances. As such, investors should not rely on forward looking statements in any investment decision. A ‘no shop’
provision and formation of a special committee of independent, disinterested directors should not be construed as an indication of the
prospects for an agreement or consummation of any significant corporate transactions by the Company or other developments in the pursuit
of establishing a new business line for the Company. As of the date of this communication, there is no legally binding agreement by the
Company to enter into or consummate a significant corporate transaction. The Company’s Common Stock is a ‘penny stock’
under rules of the Securities and Exchange Commission and, as such, is a highly risky investment that should not be considered by investors
who require liquidity in an investment or cannot afford the loss of their investment. The Company’s Common Stock has no primary
market makers or institutional investor market support and the Company’s Common Stock is vulnerable to unpredictable, significant
fluctuations in price and trading volume. Website addresses included in this press
release are inactive textual references only and do not incorporate any website or its contents into this press release.
No Offer
or Solicitation. This communication is for information purposes only and is not intended to and does not constitute, or form
part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or approval in any jurisdiction or otherwise for any transaction or other
matter, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
CONTACT
Stewart Wallach, Chairman of the Board
of Directors
Capstone Companies, Inc.
Email: swallach@capstonecompaniesinc.com
