8-K - CAPC - Equibles

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: May 17, 2022

(Earliest Event Date requiring this Report: May 17, 2022)

CAPSTONE COMPANIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Florida	0-28331	84-1047159
(State<br> of Incorporation or Organization)	(Commission<br> File Number)	I.R.S.<br> Employer Identification No.)

431 Fairway Drive, Suite 200

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<br> to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br> 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 7.01. Regulation FD Disclosure.

On May 17, 2022, Capstone Companies, Inc., a Florida corporation, (the “Company”), issued a press release announcing a webcast and conference call on Friday, May 20, 2022, to provide a strategic plan update and report on marketing initiatives for the Company’s Connected Surfaces/Smart Mirror product line.

A copy of the May 17, 2021, press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. A transcript of the webcast and conference call shall be filed as Exhibit 99.2 to an Amendment Number One to this Current Report on Form 8-K. The disclosures in Item 7.01 and Exhibit 99.1 to his Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99.1	Press Release, dated May 17, 2022, issued by Capstone Companies, Inc. re: Strategic Plan update and report on Connected Surfaces marketing initiatives

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, Chief Executive Officer

Dated: May 17, 2022

EXHIBIT INDEX

99.1	Press Release, dated May 17, 2022, issued by Capstone Companies, Inc. re: Strategic Plan update and report on Connected Surfaces marketing initiatives

EXHIBIT 99.1

Capstone Companies AnnouncesFirst Strategic Update of 2022

●	Capstone CEO, Stewart Wallach to discuss the planning and current initiatives supporting the Capstone Connected Portfolio

DEERFIELD BEACH, FL, May 17, 2022 – Capstone Companies, Inc. (OTC: CAPC) (“Capstone” or the “Company”), a designer, manufacturer and marketer of consumer inspired products that simplify daily living through technology announced today that it will host a webcast during which Chief Executive Officer, Stewart Wallach will provide a strategic update for 2022.

Stewart Wallach, Capstone’s CEO, commented, “I am looking forward to discussing the 2022 marketing initiatives planned and underway in support of our Capstone Connected programming.”

Friday, May 20, 2022

10:30 a.m. Eastern Time

Phone: 1-201-689-8562

A telephonic replay will be available from 1:30 p.m. Eastern the day of the call until Friday, May 27, 2022. To listen to the archived call, dial (412) 317-6671 and enter conference ID 13730178. Alternatively, the archive of the webcast will be available on the Company’s website at www.capstonecompaniesinc.com along with a transcript once available.

The Company welcomes you to visit its updated website at www.capstoneconnected.com that now enables users to reserve their preferred mirror.

About Capstone Companies, Inc.

Capstone Companies, Inc. is a public holding company that engages, through its wholly owned subsidiaries, Capstone Industries, Inc., Capstone Lighting Technologies, LLC, and Capstone International HK, Ltd., in the development, manufacturing and marketing of consumer products to retail channels throughout North America and certain international markets.

Visit our websites; www.capstonecompaniesinc.com for more information about the Company and www.capstoneindustries.com and www.capstoneconnected.com for information on our current product offerings. Contents of referenced URL’s are not incorporated herein.

Forward Looking Statements. Forward Looking Statements. This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding strategy, future operations and plans, including assumptions underlying such statements, are forward-looking statements, and should not be relied upon as representing Company’s views as of any subsequent date. Such forward-looking statements are based on information available to the Company as of the date of this press release and involve a number of risks and uncertainties, some beyond the Company’s control or ability to foresee, that could cause actual results to differ materially from those anticipated by these forward-looking statements, including, including: the prospects of a new product line like the Smart Mirrors; the impact of Coronavirus/COVID-19 pandemic on the Smart Mirror product line and consumer responsiveness to that product line; any difficulty in manufacturing the products or marketing Company products in its target markets; growing competition in the very competitive market; and impact of evolving technologies in Smart Mirrors on Company’s prospects and products. Coronavirus/COVID 19 pandemic continues to restrict or adversely impact the general economy as well as business operations of companies and retailers, especially consumer product companies like our company that has traditionally relied on retail distribution. Further, whether resulting from Coronavirus/COVID-19 pandemic or our status as a smaller reporting company or both factors, an increase in the cost or the difficulty to obtain debt or equity financing necessary to produce and promote our product line could affect our ability to fund operations or future financial and business performance. The future impact of Coronavirus/COVID-19 pandemic and the emerging variants of that virus on our company and its Smart Mirror launch continues to very difficult to foresee or predict. Additional information that could lead to material changes in Company’s performance is contained in its filings with the Securities and Exchange Commission. Company is under no obligation to, and expressly disclaims any responsibility to, update or alter forward-looking statements contained in this release, whether as a result of current information, future events or otherwise. Any investment in the Company’s common stock, which is a “penny stock,” is highly risky and not suitable for investors who require liquidity and are unable to withstand the loss of their investment. Investors should only rely on public information in our filings with the SEC, especially disclosures of Risk Factors, as a basis for investment decisions about Company common stock. Company’s SEC filings can be accessed through SEC website: www.sec.gov or the corporate website listed below.

For more information, contact:

Company:

Aimee C. Brown

Corporate Secretary

(954) 252-3440, ext. 313