Capstone Companies terminates eBliss letter of intent

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.

Rhea-AI Filing Summary

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.

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.

Key Figures

Termination notice period: 35 days Letter of Intent effective date: May 14, 2026 Amendment Number One effective date: July 8, 2026 +2 more

5 metrics

Termination notice period 35 days Notice of termination under Section 6(b) of the Letter of Intent

Letter of Intent effective date May 14, 2026 Initial effectiveness of Letter of Intent between Capstone and eBliss

Amendment Number One effective date July 8, 2026 Effective date of amendment to the Letter of Intent

Mutual Non-Disclosure Agreement date November 17, 2025 Date of NDA between Capstone and eBliss that remains in effect

Unsecured Promissory Note date March 3, 2026 Date of promissory note issued to eBliss by Capstone that continues in force

Key Terms

Letter of Intent, Mutual Non-Disclosure Agreement, Unsecured Promissory Note, due diligence period

4 terms

Letter of Intent regulatory

"terminating the Letter of Intent between the Company and eBliss"

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.

Mutual Non-Disclosure Agreement regulatory

"does not terminate the Mutual Non-Disclosure Agreement, dated November 17, 2025"

Unsecured Promissory Note financial

"or terminate the Unsecured Promissory Note, dated March 3, 2026"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

due diligence period financial

"During the due diligence period under the Letter of Intent"

The due diligence period is a set window of time after a deal is announced when buyers, investors or lenders closely check financial records, contracts, operations and risks before finalizing the transaction. Like the inspection and paperwork stage before buying a house, it matters to investors because issues found during this time can change the price, the terms, or lead to walking away, directly affecting the investment’s value and risk.

FAQ

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

What did Capstone Companies (CAPC) disclose about its agreement with eBliss Global?

Capstone disclosed that eBliss Global’s CEO sent a signed letter on August 1, 2026 terminating their Letter of Intent. The parties did not enter any definitive agreement for the contemplated transactions before termination became effective after a 35-day notice period.

When was the Letter of Intent between Capstone (CAPC) and eBliss originally signed and later amended?

The Letter of Intent between Capstone and eBliss was initially effective on May 14, 2026 and later amended by Amendment Number One effective July 8, 2026. These dates frame the period during which the contemplated transactions and related due diligence were pursued.

Does termination of the eBliss Letter of Intent affect Capstone’s NDA or promissory note?

The termination does not affect Capstone’s other arrangements with eBliss. The Mutual Non-Disclosure Agreement dated November 17, 2025 and the Unsecured Promissory Note dated March 3, 2026 both remain in force despite the Letter of Intent ending.

How far had Capstone (CAPC) progressed in due diligence with eBliss before the Letter of Intent was terminated?

Capstone states that, as of August 1, 2026, the due diligence process had not progressed to a point where it could complete an evaluation of whether any transaction under the Letter of Intent would be in the best interests of the company and its public shareholders.

What are Capstone Companies’ (CAPC) plans after the eBliss Letter of Intent was terminated?

After termination of the Letter of Intent, Capstone indicates it intends to aggressively continue efforts to develop a new business line. This reflects the company’s ongoing business development focus independent of the specific contemplated transaction with eBliss.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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: August 5, 2026

(Earliest Event Date requiring this Report: August 1, 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 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.

Letter of Intent. On August 1, 2026, Capstone Companies, Inc. (OTCQB: CAPC) (“Company”) received an emailed, signed letter from the chief executive officer of eBliss Global, Inc., a private Delaware corporation, (“eBliss”) terminating the Letter of Intent between the Company and eBliss, which Letter of Intent was initially effective May 14, 2026 and was amended by Amendment Number One to the Letter of Intent, effective July 8, 2026 (as amended, the “Letter of Intent”). The Company and eBliss did not reach or enter into an agreement for any transactions contemplated in the Letter of Intent. Under Section 6(b) of the Letter of Intent, the notice of termination is effective upon thirty five days prior written notice. The termination of the Letter of Intent does not terminate the Mutual Non-Disclosure Agreement, dated November 17, 2025, between the Company and eBliss, or terminate the Unsecured Promissory Note, dated March 3, 2026, issued to eBliss by the Company.

During the due diligence period under the Letter of Intent and as of August 1, 2026, the Company does not believe that the due diligence process had progressed to the point where the Company could complete its evaluation of whether any transaction would be in the best interests of the Company and its public shareholders. The Company and eBliss had previously agreed to extend the exclusivity and due diligence period under the amendment to the Letter of Intent in order to allow additional time for the completion and review of requested diligence materials.

Ongoing Business Development Efforts. Upon the termination of the Letter of Intent, the Company intends to aggressively continue its efforts to develop a new business line.

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: August 5, 2026

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB