8-K
CAPSTONE COMPANIES, INC. (CAPC)
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 14, 2025 (Earliest Event Date requiring this Report: March 13, 2025)
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.) |
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<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 1.01 Entry into Material Definitive Agreement. On March 13, 2025, Capstone Companies, Inc. (“Company”) entered into a Memorandum of Understanding (“MOU”) with Coppermine Ventures, LLC, a private Maryland limited liability company, (“Coppermine”) whereby the Company will produce a development plan (“Plan”) for an online customer registration and management application (“CRM Application”) for Coppermine’s owned, affiliated or managed year-round health, fitness and social activities business (“HFS business”) facilities in the State of Maryland (“Facilities”). These Facilities currently lack an integrated, single customer registration and management application.
Upon and subject to acceptance of the completed Plan by Coppermine, which Plan is anticipated to be completed by May 31, 2025. Company and Coppermine intend to enter into an application development agreement based on the Plan accepted by Coppermine (“Agreement”) whereby Capstone will produce the CRM Application with assistance from a Capstone software developer contractor. Under a signed Agreement, Coppermine would fund the development of the CRM Application by Capstone. The contract cost of that development will be determined as part of producing the Plan and will be set forth in the Agreement. The intent of the companies is to develop and implement the CRM Application for the Facilities in 2025. If Coppermine accepts the Plan and enters into the Agreement, the ability of the Company to develop the CRM Application will depend on funding of that development fees and costs by Coppermine.
Upon and subject to completion and successful implementation of the CRM Application at the Facilities, the Company intends to explore the (1) commercial potential of licensing the CRM Application to third parties who own and operate health, fitness and social activities facilities, health clubs, exercise gyms and similar businesses in North America and (2) the suitability of the CRM Application for any future HFS business facilities developed or acquired by the Company.
Coppermine is managed, owned and founded by Alexander Jacobs, who is also the Chief Executive Officer and a director of the Company. Mr. Jacobs did not participate in the review and approval of the MOU by the Company.
The above summary of the MOU is qualified in its entirety by reference to MOU, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (“Form 8-K”).
The Company issued a press release, dated March 14, 2025, about the signing of the MOU, which press release is attached to this Form 8-K as Exhibit 99.1.
FORWARD-LOOKING STATEMENTS. Except for statementsof historical fact in this Form 8-K, the information contained in the Current Report on Form 8-K may contain forward-looking statements,which statements are characterized by words like “seeking,” “should,” “may,” “intend,’“expect,” “hope,” “believe,” “anticipate” and similar words. Forward looking statementsare not guarantees of future performance and undue reliance should not be placed on them. Forward-looking statements necessarily involveknown and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materiallyfrom any statements about future performance or results expressed or implied by such forward-looking statements. If Coppermine acceptsthe Plan and enters into the Agreement, the ability of the Company to develop the CRM Application will depend on funding of that developmentfees and costs by Coppermine. The Company’s operations during 2024 and into 2025 consisted of the development of a HFS businessand licensing of its existing Connected Chef product line to third party distributors and manufacturers. The Company relies on workingcapital funding from third parties, including Coppermine, to fund the compliance costs of an SEC reporting company with its stock quotedon the OTC QB Venture Market. The Company will require additional third-party funding in 2025 to fully implement the HFS business andfully pursue the Connected Chef product licensing, which funding as not be obtained as of the date of this Form 8-K report. Further, additionalworking capital funding is needed to meet corporate compliance costs beyond the third fiscal quarter of 2025. The business and financialresults of other companies, like Coppermine, should not be construed as an indication or representation of the future financial and businessresults of the Company in the HFS business. The Company is a “penny stock” company with no primary market makers. Further,the public auditors of the Company have expressed doubt as to the Company as a going concern. Any investment in Company’s commonstock is highly risky and should only be considered by investors who can afford to lose their entire investment. The risk factors in theCompany’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings with the SEC should be carefullyconsidered prior to any investment decision. The Company undertakes no obligation to update forward-looking statements if circumstancesor management’s estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned notto place undue reliance on any forward-looking statement.
Item 9.01 Financials and Exhibits.
(d) Exhibits.
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: March 14, 2025
EXHIBIT INDEX
Exhibit 99.1 Press Release
PRESS RELEASE
FOR IMMEDIATE RELEASE
Capstone Companies and Coppermine Ventures Sign MOU
to Initiate Strategic Collaboration
Deerfield Beach, FL – March 14, 2025. Capstone Companies, Inc. (OTCQB: CAPC) announced today that Capstone and Coppermine Ventures, LLC, a private Maryland company that operates year-round health, fitness and social activities facilities (“Facilities”) in the State of Maryland, entered into a Memorandum of Understanding (“MOU”) stating their intent to produce a plan for development of an online customer registration and management application (Application) by Capstone for Coppermine organization’s 20 Facilities. The development of the Application is subject to acceptance of the Plan, signing of a definitive application development agreement with Capstone and funding of development fees and costs by Coppermine. The companies expect the completion of the Plan by May 31, 2025, and hope to implement a CRM Application in 2025.
“The Memorandum of Understanding (MOU) is another step forward in the health, fitness and social activities business (HFS business) by Capstone and in its relationship with Coppermine. Besides improving Coppermine’s operations, a functioning Application could potentially be licensed by Capstone to third party operators in the health, fitness and social activities industry as well as be used in any future HFS business facilities developed or acquired by our company,” said Stewart Wallach, Capstone’s Chairman of the Board of Directors.
Coppermine has provided working capital funding for Capstone’s basic corporate maintenance overhead through the third fiscal quarter of 2025 and Coppermine’s founder, owner and manager is Alexander Jacobs, who is also Capstone’s Chief Executive Officer and a director.
About Capstone. Capstone is engaged in the development of HFS business and licensing of its Connected Chef smart device.
About Coppermine. Coppermine is the managing company for a HFS business that operates 20 HFS business facilities in State of Maryland that annually services estimated 35,000 customers. Coppermine’s offerings include pickle ball, padel, field sports (e.g. soccer, football, lacrosse), basketball, and swimming as well as food-drink gardens or sports bars and live entertainment.
FORWARD-LOOKING STATEMENTS. Except for statementsof historical fact in this press release, the information contained in this press release may contain forward-looking statements, whichstatements are characterized by words like “seeking,” “should,” “may,” “intend,’ “expect,”“hope,” “believe,” “anticipate” and similar words. Forward looking statements are not guarantees offuture performance and undue reliance should not be placed on them. Forward-looking statements necessarily involve known and unknown risksand uncertainties, which may cause actual performance and financial results in future periods to differ materially from any statementsabout future performance or results expressed or implied by such forward-looking statements. If Coppermine accepts the Plan and entersinto the Agreement, the ability of the Company to develop the CRM Application will depend on funding of that development fees and costsby Coppermine. The Company’s operations during 2024 and into 2025 consisted of the development of year-round health, fitness andsocial offering business (“HFS business”) and licensing of its existing Connected Chef product line to third party distributorsand manufacturers. The Company relies on working capital funding from third parties, including Coppermine, to sustain its corporate existenceand fund meeting the compliance costs of an SEC reporting company with its stock quoted on the OTC QB Venture Market. The Company willrequire additional third-party funding in 2025 to implement the HFS business and fully pursue the Connected Chef product licensing, whichfunding as not be obtained as of the date of this Form 8-K report. Further, additional working capital funding is needed to meet corporatecompliance costs beyond the third fiscal quarter of 2025. The business and financial results of other companies, like Coppermine, shouldnot be construed as an indication or representation of the future financial and business results of the Company in the HFS business. TheCompany is a “penny stock” company with limited public market liquidity and no primary market makers. Further, the publicauditors of the Company have expressed doubt as to the Company as a going concern. Any investment in Company’s common stock is highlyrisky and should only be considered by investors who can afford to lose their entire investment. The risk factors in the Company’sAnnual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings with the SEC should be carefully consideredprior to any investment decision. The Company undertakes no obligation to update forward-looking statements if circumstances or management’sestimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue relianceon any forward-looking statement.
Exhibit 10.1
MEMORANDUM OF UNDERSTANDING
This Memorandum of Understanding, dated March 13, 2025 (“Effective Date”), (“MOU”) will document the intent of Capstone Companies, Inc., a Florida corporation, (“CAP”), and Coppermine Ventures, LLC, a Maryland limited liability company, (“Coppermine”) for the following cooperative effort by CAP and COP: CAP, as prime contractor, will develop an integrated, online Application for customer/member registration and management or “CRM” (the “Application”), which Application would be licensed by Coppermine from CAP for use by, and developed to meet the CRM needs of, the year-round social, fitness and health facilities owned or managed by, or affiliated with, Coppermine. In this MOU, CAP and Coppermine may also be referred to individually as a “party” and collectively as the “parties”.
Statement of Purpose of MOU
A. Coppermine wishes to license an online, integrated customer/member registration and management for all or select Coppermine owned, managed or affiliated year-round social, fitness and health facilities.
B. CAP has a relationship with and prior experience with software developers who are deemed capable of developing the Application in cooperation with CAP as prime contractor, which Application will be designed to meet Coppermine’s need for an online, integrated customer/member registration and management for all Coppermine owned, managed or affiliated year-round social, fitness and health facilities.
C. Coppermine is willing to work with and engage CAP, as prime contractor, to develop the Application for licensing from CAP, as licensor, by Coppermine.
D. CAP views the Application as an important initial component of CAP’s proposed development of new business line in year-round social, fitness and health industry and as part of exploring other cooperative efforts with Coppermine.
E. The Application may offer Artificial Intelligence predictive analytics as an optional add-on.
Sections 1 through 3(a) of this MOU express the intent of the parties and are intended to serve solely as the framework for the negotiation of a Software Development and Licensing Agreement (“D&L Agreement”). Sections 3(b) and 4 through 17 are legally binding on the parties.
The intent of the parties with respect to the development of the Application and D&L Agreement is:
Definitive Application Agreement and Development Plan. Upon completion and acceptance by Coppermine of the Plan, the parties intend to expeditiously and in good faith negotiate a definitive, written D&L Agreement” for the development, beta testing, installation, administration, code escrow and support for the Application and produce the development, function and deliverables plan for the Application (“Plan”), which Plan will be incorporated into the D&L Agreement. The anticipated completion date of the Plan is on or before May 31, 2025 and it is the intent of the parties to endeavor to develop, test and implement the Application at all or several of the Coppermine Facilities in 2025.
Duties. Specific tasks of each party in respect of and under the D&L Agreement shall be:
(a) CAP. CAP will be the prime contractor under the D&L Agreement and will be responsible for:
(i) producing the Plan with input and cooperation of Coppermine;
(ii) engage, manage and work with CAP’s software programming subcontractors in the development, beta testing, installation, administration, and the support of the Application in accordance with the Plan for one or more COP facilities; and
(iii) engage and manage the third-party repository/escrow for the source software code (“Code”) of the Application and the online platform to host the Application.
(b) Coppermine. Coppermine will provide the following for the development of the Application:
(i) provide the required tasks and functions for the Application and Plan and feedback on the deliverables and progress milestones under the D&L Agreement;
(ii) provide an operating facility for beta testing of the Application;
(iii) provide feedback as a facility operator on the beta testing results of the Application; and
(iv) pay for the development, beta testing, installation, administration, code escrow and the support of the Application for one or more Coppermine facilities by CAP, subject to satisfaction by CAP of progress milestones to be set forth in the D&L Agreement.
- Budget. (a) Parties will develop a budget for development of the Application under the Plan, and to be included in the D&L Agreement, which budget will be funded by Coppermine based on and subject to CAP’s achievement of specific progress milestones set forth in the D&L Agreement for development of a fully functional Application.
Intending to be legally bound, the parties agree:
Confidentiality. Each party agrees that the discussions and all other nonpublic information exchanged between the parties regarding the strategic efforts contemplated under this MOU will be held in strict confidence and not disclosed to any third party or the public, unless such disclosure is approved in advance and in writing by the parties, or unless public disclosure is required, as determined by CAP in its sole discretion, to satisfy any requirements under federal or state securities laws or regulations, or other applicable laws and regulations. The parties agree and understand that disclosure of this MOU, D&L Agreement and any related definitive written agreements will be publicly disclosed by CAP in filings with the U.S. Securities and Exchange Commission or “SEC”, OTC Markets Group, and possibly other regulators, due to being material to CAP’s efforts, as public shell company, to develop a new business line or revenue generating operation.
Dispute Resolution. Mandatory Arbitration. If the parties cannot achieve a private resolution of any dispute, controversy, claim or cause of action under, arising from or based upon this MOU (a “Dispute”) within fifteen (15) days after a party delivers a written notice to the other party of the existence of a Dispute and request for private resolution efforts, then the parties agree that the Dispute, including the breach, termination, enforcement, interpretation or validity thereof and including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by a mandatory arbitration in Broward County, Florida before one (1) arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules. Judgment on the arbitration award (“Award”) may be entered in any court having competent jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, including the arbitration hearing(s), except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision. In an arbitration, this MOU and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Florida, exclusive of conflict or choice of law rules. The parties acknowledge that this MOU evidences a transaction and activity involving interstate commerce. Notwithstanding the provision in the preceding sentences with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this MOU shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16). In any arbitration arising out of or related to this MOU, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits. If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration. The parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the Effective Date with respect to any final award in an arbitration arising out of or related to this MOU.
Representations and Warranties. Each party represents and warrants that (a) it has the full right and power to enter into this MOU, (b) there are no outstanding agreements, assignments, options, liens or encumbrances inconsistent or that would conflict with the provisions of this MOU; (c) the undersigned has the authority to act on its behalf and on behalf of all who may claim through it to the terms and conditions of this MOU; and (d) the party is duly organized and in good standing in its domicile state and each state in which it conducts business. The parties have only relied upon the representations expressly set forth in this MOU is deciding to enter this MOU. Prior to signing this MOU, Coppermine has had reasonable opportunity to review CAP’s filings with the SEC and is aware of the business and financial condition of CAP.
- Term; Termination. (a) Term. This MOU shall commence at 1:00 p.m., local Miami, Florida time, on the Effective Date and shall expire at 11:59 p.m., local Miami, Florida time, on the earlier to occur of (i) June 30, 2025, or (ii) date that the parties sign a D&L Agreement (“Expiration Date”), unless terminated earlier in accordance with Section 8(b) below.
(b) Termination. This MOU may be terminated prior to its Expiration Date by: (i) mutual written agreement of the parties; (ii) a party files for protection from creditors under any chapter of the U.S. Bankruptcy Code and the petition is not withdraw within sixty (60) days of filing with the court; or (iii) a party ceases to conduct operations for 90 consecutive days.
Governing Law. This MOU and any claim, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this MOU and the rights and duties of the parties, shall be governed by and construed and determined in accordance with the internal laws of the State of Florida, without reference to its choice of law doctrines or rules.
Severability. If any provision in this MOU that is legally binding on the parties becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the valid provisions of this MOU shall continue in full force and effect without said invalid or illegal provision or provisions.
Counterparts. This MOU may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same agreement, and same shall become effective when counterparts have been signed by each party and each party has delivered its signed counterpart to the other party. A digital reproduction, portable document format (“.pdf”) or other reproduction of this MOU may be executed by one or more parties and delivered by such party by electronic signature (including signature via DocuSign or similar services), electronic mail or any similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen. Such execution and delivery shall be considered valid, binding and effective for all purposes.
^^
Successors and Assigns. Except as otherwise provided herein, the legally binding provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties.
Construction. References in the singular shall include the plural, and vice versa, unless the context otherwise requires. References in the masculine shall include the feminine and neuter, and vice versa, unless the context otherwise requires. Headings and captions in this MOU are for convenience of reference only and shall not limit or otherwise affect the meanings of the provisions hereof. Neither party, nor its respective counsel, shall be deemed the drafter of this MOU for purposes of construing the provisions of this MOU, and all language in all parts of this MOU shall be construed in accordance with its fair meaning, and not strictly for or against either party.
Nature of MOU. Sections 1 through 3 of this MOU are a statement of general intent and understanding of the parties in terms of commencing a general cooperative effort development for the Application and D&L Agreement. Sections 4 through 16, inclusive, of this MOU shall be legally binding on the parties.
Remedies. All remedies are cumulative. The exercise by a party of any right or remedy hereunder4, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.
Assignment. This MOU may not be assigned by a party without the prior written consent of the other party.
Notices. All notices and other communications provided for in this MOU must be in writing by a method of delivery that provides for a verification of receipt, and shall be considered duly delivered on the date so provided in such receipt if sent to or made at the addresses listed below, as applicable:
CAP
144V 10 Fairway Drive, #100, Deerfield Beach, Florida 33441
Telephone: (954) 570-8889, ext. 313
Email: swallach@capstonecompanies.com
ATTN: Stewart Wallach
COPPERMINE
13100 Beaver Dam Rd.
Hunt Valley, Maryland 21030
Email: [ON FILE]_
Telephone: {ON FILE]
Attn: Alexander Jacobs, Managing Member/Manager
A party may change its notice address/contact information by a written notice, which change shall be effective on the weekday immediately following the date of receipt of the written notice.
This Memorandum of Understanding is executed by the parties on the dates set forth below.
CAPSTONE COMPANIES, INC., a Florida corporation
By: _________________________________________________ Date: March 13, 2025
Stewart Wallach, Chairman of the Board of Directors
COPPERMINE VENTURES, LLC, a Maryland limited liability company
By: ________________________________________________ Date: March 13, 2025
Alexander Jacobs, Manager/Managing Member