Capstone Companies secures $558K note and hires CPA for 2026 reports

Capstone Companies, Inc. entered into a new unsecured working capital promissory note with Coppermine Ventures, LLC on January 9, 2026.

Rhea-AI Filing Summary

Capstone Companies, Inc. entered into a new unsecured working capital promissory note with Coppermine Ventures, LLC on January 9, 2026. The note has a principal amount of $558,191, combining $73,191 to be loaned in the first quarter of 2026 and $485,000 previously loaned under a prior note. It bears 7% simple annual interest, with principal and interest due in a single lump sum on December 31, 2026, and Capstone may extend the maturity to March 1, 2027. The note is unsecured and has no equity conversion feature. Capstone and Coppermine structured this financing to cover essential corporate maintenance expenses in early 2026.

On January 12, 2026, Capstone also engaged Eschenburg Perez CPA, LLC to provide financial, accounting, and related administrative services for preparing and filing its 2026 Form 10-K and Form 10-Q reports. Services will be billed at $275 per hour, with an estimated billing of $35,000 for the Form 10-K and $15,000 for each Form 10-Q. Either party may terminate the engagement with 15 days’ prior written notice, and Dana E. Perez will be the primary service provider.

Insights

Credit and corporate governance analyst

Capstone secures short-term working capital and formalizes outsourced finance support.

The new unsecured promissory note with Coppermine Ventures, LLC provides $558,191 of working capital, combining new funds for early 2026 and refinancing of an earlier note. The debt carries 7% simple annual interest and is repayable in a single lump sum on December 31, 2026, with an option for Capstone to extend to March 1, 2027. The absence of collateral or equity conversion means this is straightforward unsecured debt, avoiding immediate dilution while adding repayment obligations.

The company indicates the funding is intended for essential corporate maintenance expenses in the first quarter of 2026, underscoring a reliance on external financing for basic corporate needs. In parallel, engaging Eschenburg Perez CPA, LLC at $275 per hour, with estimated billings of $35,000 for the Form 10-K and $15,000 for each Form 10-Q, formalizes outsourced accounting and fractional CFO functions. This arrangement may help Capstone meet reporting requirements, with flexibility from the 15-day termination clause, while total cost and effectiveness will be reflected in future financial disclosures.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What new financing did Capstone Companies, Inc. (CAPC) arrange in January 2026?

Capstone entered into an unsecured promissory note with Coppermine Ventures, LLC for $558,191, combining $73,191 to be loaned in Q1 2026 and $485,000 previously loaned under a former note.

What are the key terms of Capstone’s new unsecured promissory note with Coppermine Ventures?

The note bears 7% simple annual interest, with principal and accrued interest due in a single lump sum on December 31, 2026, and Capstone may extend the maturity to March 1, 2027. It is unsecured and has no equity conversion feature.

Why did Capstone Companies, Inc. enter into the new working capital note?

Capstone and Coppermine entered into the new note to provide projected funding needed to pay essential corporate maintenance expenses due in the first calendar quarter of 2026, as detailed in the note.

Who is providing accounting and financial support to Capstone for its 2026 SEC reports?

Capstone engaged Eschenburg Perez CPA, LLC on January 12, 2026 to provide financial, accounting, administrative, liaison, and fractional chief financial officer services for its 2026 Form 10-K and Form 10-Q filings.

How much does Capstone expect to pay Eschenburg Perez CPA, LLC for 2026 reporting work?

Services are billed at $275 per hour, with an estimated billing of $35,000 for the Form 10-K and $15,000 for each Form 10-Q for fiscal year 2026.

Can the accounting services agreement between Capstone and Eschenburg Perez CPA, LLC be terminated early?

Yes. The engagement may be terminated by either Capstone or Eschenburg Perez CPA, LLC upon 15 days’ prior written notice.

Who will lead the accounting services for Capstone at Eschenburg Perez CPA, LLC?

Dana E. Perez, a principal of Eschenburg Perez CPA, LLC, is identified as the primary provider of services under the January 12, 2026 letter agreement.

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Accepted by SEC EDGAR 01/12/2026 - 01:00 PM Learn about SEC filing dates

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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: January 12, 2026
(Earliest Event Date requiring this Report: January 9, 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. Working Capital Unsecured Promissory Note.  On January 9, 2026, Capstone Companies, Inc. (“Company”) entered into an Unsecured Promissory Note (“New Note”) evidencing a working capital loan from Coppermine Ventures, LLC, a private Maryland limited liability company based in Baltimore County, Maryland, (“Coppermine”). The New Note replaces the Amended and Revised Unsecured Promissory Note, dated January 25, 2025, evidencing a working capital loan from Coppermine to the Company (“Former Note”). The principal amount of the New Note is Five Hundred Fifty Eight Thousand and One Hundred Ninety One Dollars and No Cents ($558,191.00) (“Principal”), which consists of (1) Seventy Three Thousand One Hundred Ninety One Dollars and No Cents ($73,191.00) to be loaned to the Company in the first calendar quarter of 2026 in three installments and (2) Four Hundred Eighty Five Thousand Dollars and No Cents ($485,000.00) previously loaned to the Company under the Former Note to the Company. The Former Note replaced and assumed money loaned by Coppermine to the Company under an Unsecured Promissory Note, dated October 2024.

The interest rate under the New Note is seven percent (7%) simple annual interest. Principal and accrued interest are due in a single lump sum payment due on December 31, 2026 (“Maturity Date”). The Company may unilaterally extend the Maturity Date to March 1, 2027. The New Note is not secured by collateral or any other secured interest and does not provide for any conversion of debt to equity securities.

The Company and Coppermine entered into the New Note to provide projected funding needed by the Company to pay for essential corporate maintenance expenses due in the first calendar quarter of 2026. The estimated essential corporate maintenance expenses are detailed in the New Note.

The above summary of the New Note does not disclose all the terms and conditions of the New Note, and the above summary is qualified in its entirety by reference to the New Note, which is filed as Exhibit 10.1 to this Form 8-K.

Accounting Services Consulting Agreement. On January 12, 2026, the Company signed a letter agreement engaging Eschenburg Perez CPA, LLC (“CPA Firm”) to provide financial, accounting and related administrative duties for the preparation and filing of the Company’s Annual Report on Form 10-K (“Form 10-K”) and Quarterly Reports on Form 10-Q (“Form 10-Q”) for fiscal year 2026, which duties include acting as liaison with Company’s public auditor and fractional chief financial officer functions. Services will be billed bi-weekly at an hourly rate of $275 for an estimated billing of $35,000 for the Form 10-K and $15,000 for each Form 10-Q filing. The engagement agreement may be terminated by either the Company or CPA Firm upon 15 days prior written notice.

Dana E. Perez is a principal of the CPA Firm and the primary provider of the services under the January 12, 2026, letter agreement.

(d) Exhibits.

Exhibit Number Exhibit Description

10.1 Unsecured Promissory Note, dated January 9, 2026, issued by Capstone Companies, Inc.

10.2 Letter Agreement, dated January 12, 2026, by Capstone Companies, Inc. and Eschenburg Perez CPA, LLC

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

Dated: January 12, 2026

Exhibit Number Exhibit Description

10.1 Unsecured Promissory Note, dated January 9, 2026, issued by Capstone Companies, Inc.

10.2 Letter Agreement, dated January 12, 2026, by Capstone Companies, Inc. and Eschenburg Perez CPA, LLC