CAPC 8-K
Capstone Companies, Inc. (CAPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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:
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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| (State of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
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(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 |
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 |
Exhibit 10.1
Unsecured Lump Sum Payment Promissory Note
LUMP SUM PAYMENT PROMISSORY NOTE
(the “Note”)
Principal Amount: U.S. $250,000.00 Deerfield Beach, Florida
Dated as of March 3, 2026
Capstone Companies, Inc., a Florida corporation subject to the reporting requirements of the Securities Exchange Act of 1934, (the “Maker”), promises to pay to the order of eBliss Global, Inc., a private Delaware corporation, (“Payee”) the principal sum of TWO HUNDRED FIFTY THOUSAND U.S. Dollars (U.S. $250,000.00), or such lesser amount as shall have been received by Maker from Payee in good funds on deposit, (the “Principal”) and shall remain unpaid under this Note on the “Maturity Date” (as defined in Section 1(a) below) in lawful money of the United States of America, and on the terms and conditions described below. The Principal shall be deposited by wire transfer to Maker’s U.S. corporate bank account (“Maker’s Account”) by Payee on the date that this Note is signed by Maker and Payee or within two (2) business days thereafter. All payments of amounts owed under this Note by Maker to the Payee shall be paid by wire transfer to the U.S. corporate bank account designed in writing by Payee (“Payee’s Account”) and shall be paid in the name of the Payee.
1. Principal; Certain Defined Terms. (a) Principal. The entire unpaid Principal and all interest accrued thereon (as defined in Section 2 below) shall be due and payable in full on the first annual anniversary of the date on which the Principal is received by the Maker in good funds on deposit in its Maker’s Account (the “Maturity Date”).
(b) Certain Defined Terms. “Affiliate” has the meaning set forth in 17 Code of Federal Regulations §230.405. “Business day” means any day on which the banks in Broward County, Florida are open for business on regular operating hours. “Funding Date” is the date on which the Maker receives the Principal in good funds on deposit in Maker’s Account. “Business Transaction” means a transaction or event in which a Person obtains control of the Maker, which transaction or event includes, without limitation: a reorganization, merger or consolidation; issuance or exchange of Maker’s securities that exceeds thirty percent (30%) of the issued and outstanding shares of capital stock of Maker with voting rights (including in the calculation the full conversion of any securities of Maker into voting securities of the Maker); a sale or other disposition of all or substantially all of the assets; a joint venture or strategic alliance for development of a business line; or a transaction or an event causing the directors of the Maker as of the Funding Date to no longer constitute a majority of the Maker’s Board of Directors (other than as the result of election of directors by shareholders at an annual meeting of Maker’s Common Stock shareholders). “Control” means either owning or controlling fifty percent (50%) or more of the outstanding voting securities, or having the present, contractual power or other authority to designate fifty percent (50%) or more of the directors or equivalent positions, or controlling the executive management of an entity. “Person” means any individual, group, corporation, partnership, limited liability company, business trust, other trust, association, organization, or other entity, including a group within the meaning of Sections 13(d) or 14(d)(2) of the Securities Exchange Act of 1934 and rules thereunder, who is not the Payee or any of its respective affiliates or the Maker.
2. Interest on Principal. Simple annual interest shall accrue on the unpaid Principal at SEVEN PERCENT (7%)(accrued interest on Principal shall be referred to as the “Interest”).
3. Pre-Payment; Application of Payments; Secondary Liability. The unpaid Principal and Interest may be prepaid at any time without penalty or charge. All amounts paid under this Note shall be applied first to payment in full of any costs incurred in the collection of any amount due under this Note, including, without limitation, reasonable attorney’s fees awarded by a court, then to the payment in full of any late charges, then to reduction of any accrued and unpaid Interest and finally to the reduction of the unpaid Principal. Under no circumstances shall any individual, including but not limited to any officer, director, employee, shareholder or agent of the Maker, be obligated personally for any obligations or liabilities of the Maker under this Note.
4. Events of Default. The following shall constitute an event of default and breach of this Note (“Event of Default”):
(a) Failure to Make Required Payments. Failure by Maker to pay the unpaid Principal and Interest on the Maturity Date, except that the Maker shall have a fifteen (15) day cure period after the Maturity Date for payment of Principal and Interest due on the Maturity Date.
(b) Voluntary Bankruptcy. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or all or substantially all of Maker’s assets, or the making by it of any assignment of assets for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy. The entry of a decree or order for relief by a court having competent jurisdiction in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
(d) Deregistered. The Maker no longer has a class of equity securities registered under Section 12(g) or Section 12(b) of the Securities Exchange Act of 1934, or its shares of Common Stock are no longer quoted on a tier of The OTC Market Group, and the Maker fails to remedy an Event of Default under this Section 4(d) within sixty (60) days after the occurrence of the Event of Default.
5. Remedies. (a) Upon the occurrence of an Event of Default specified in Section 4(a) above, then, subject to any cure period, Payee shall by written notice to Maker declare the unpaid Principal and Interest to be immediately due and payable, whereupon the unpaid Principal, unpaid and accrued Interest, and all other amounts payable under this Note, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(b) or 4(c) or 4(d), and subject to any cure period, the unpaid Principal and unpaid and accrued Interest, and all other sums payable with regard to this Note, shall become immediately due and payable, in all cases without any action or notice on the part of the Payee.
6. Waivers. Maker waives presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to the Note; all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note; and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment.
7. Corporate Debt. The Maker agrees and attests that the Principal is a valid corporate debt of the Maker and that this Note and the loan thereunder have been approved by the Maker’s Board of Directors. Principal shall be used as general working capital of the Maker. The Note is an unsecured corporate obligation of Maker.
8. No Shop. (a)(i) Period. For a period of ninety (90) consecutive days from the Funding Date ("Exclusivity Period"), Maker agrees not to, directly or indirectly, initiate, solicit, encourage, or engage in discussions or negotiations with, or provide any information to, any Person (other than the Payee and its authorized agents and affiliates) regarding any proposal or offer for a Business Transaction (a "Third Party Proposal"). (ii) This Section 8 shall have no force or effect upon the expiration of the Exclusivity Period, which expiration date shall commence at 12:01 a.m., local Miami, Florida time, on the day immediately following the last day of the Exclusivity Period, or upon the signing a definitive written agreement by the Maker and Payee that expressly supersedes this Note and is executed prior to the expiration of the Exclusivity Period, or the Maker entering into an agreement to consummate a “Superior Proposal” (as defined in Section 8(d) below).
(b) Notification of Third Party Proposals. Maker shall notify the Payee in writing within two (2) business days after receipt of any Third Party Proposal during Exclusivity Period, or any request for information or inquiry that could reasonably be expected to lead to a Third Party Proposal. This written notification shall include the identity of the third party and the terms and conditions of any Third Party Proposal, or related request or inquiry.
(c) Cessation of Existing Discussions. Maker agrees to cease any existing discussions or negotiations with any third parties conducted heretofore with respect to any pending Third Party Proposal upon signing of this Note by the Maker and Payee.
(d) Fiduciary Out. Notwithstanding the foregoing provisions of this Section 8, and if the Maker and Payee have not signed a written letter of intent or definitive written agreement for a Business Transaction by the sixtieth (60th) consecutive day of the Exclusivity Period, the Board of Directors of the Maker (“Board”) may, in response to a bona fide, written and unsolicited Third Party Proposal that the independent directors of the Board determines in good faith, after consultation with the Maker’s financial advisor and outside legal counsel, or the financial advisor and outside legal counsel for an independent director committee, is likely to lead to a “Superior Proposal” (as defined in Section 8(e) below), engage in discussions or negotiations with, and provide non-public information to, the third party tendering the Superior Proposal, subject to a confidentiality agreement no less restrictive than those contained in the Non-Disclosure Agreement between the Maker and Payee, dated November 16, 2025 or thereabouts. Consideration, acceptance and consummation of a Superior Proposal by Maker shall not constitute a breach of this Section 8.
(e) Defined. "Superior Proposal" is defined as a bona fide written, unsolicited offer by a third party for any Business Transaction on terms and conditions that the independent directors of the Board determine in their good faith judgment (after consultation with Maker’s or an independent director committee’s financial advisor and outside legal counsel), taking into account all legal, financial, regulatory, and other aspects of the Superior Proposal and the proposed acquirer, to be more favorable to the Maker’s public shareholders than any pending written proposal or offer for a Business Transaction by the Payee or by any of its affiliates.
(f) No Obligation to Consummate a Business Transaction. Neither this Note nor any provision herein shall obligate the Maker or Payee to negotiate or enter into a definitive agreement or letter of intent, or other legally binding agreement for, or to negotiate or consummate, any Business Transaction. No legally binding agreement for a Business Transaction, and no letter of intent by the Maker and Payee for a Business Transaction, exists as of the Funding Date and there is no assurance that any such agreement or letter of intent will ever exist, be negotiated or consummated, or that any Business Transaction will occur.
9. Representations. (a) In connection with the transactions contemplated by this Note, the Maker hereby represents and warrants to the Payee as follows: (i) Due Organization; Qualification and Good Standing. The Maker is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida and has all requisite corporate power and authority to carry on its business as now conducted; and (ii) Authorization and Enforceability. All corporate actions have been taken on the part of the Maker and its officers and directors necessary for the authorization, execution and delivery of this Note. Except as may be limited by applicable bankruptcy, insolvency, reorganization or similar laws relating to or affecting the enforcement of creditors’ rights, the Maker has taken all corporate action required to make all of the obligations of the Maker reflected in the provisions of this Note valid and enforceable in accordance with its terms.
(b) Payee represents to the Maker that Payee or its agents have reviewed Maker’s SEC filings and Payee understands the current business and financial condition of the Maker.
10. Governing Law; Jurisdiction. This Note, and all disputes, claims, causes of action, and controversies, as well as any defenses, arising from or based upon or related to this Note or the relationship of Maker and Payee, including those arising from or related to the negotiation, execution, performance, or breach of this Note, whether based on contract, tort, law, equity, or otherwise, shall be governed by and construed in accordance with the laws of the State of Florida, including its statute of limitations, without regard to its choice of law principles or any doctrine favoring the application of the laws of another jurisdiction. Maker and Payee each irrevocably consents and agrees that any legal proceedings arising out of or relating to or based upon this Note will be brought, tried and determined exclusively in the U.S. District Court for the Southern District of Florida or state courts for Broward County, Florida and their respective appellate courts (collectively, the “Chosen Courts”). Maker and Payee each waives any objection that it may now or hereafter have to the venue of any legal proceedings in the Chosen Courts or that any legal proceeding was brought in an inconvenient venue and agrees not to plead or claim the same. Maker and Payee also each agrees that it will not bring any legal proceeding arising out of or relating to or based upon this Note in any court other than the Chosen Courts.
11. Waiver of Jury Trial. MAKER AND PAYEE EACH HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS NOTE. MAKER AND PAYEE EACH HEREBY FURTHER REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH ITS LEGAL COUNSEL.
12. Public Disclosures. The Payee agrees and acknowledges that the Maker is obligated to file and will file this Note as an exhibit to a Current Report on Form 8-K (“Form 8-K”) with the U.S. Securities and Exchange Commission or “SEC”, and disclose the terms and conditions of this Note and related matters in the body of the Form 8-K, which Form 8-K will be filed within four (4) business days of the date that the Maker and Payee sign this Note. Further, public disclosures about this Note and related matters will be disclosed in the Maker’s subsequent SEC filings, on Maker’s corporate website and possibly posted on the authorized Maker’s Social Media accounts. While Maker will endeavor to solicit Payee’s comments on the Form 8-K and related public disclosures therein prior to filing with the SEC or making the related public disclosures, the Maker shall be entitled to file the Form 8-K and make related public disclosures without the consent or review of the Payee. However, Maker and Payee agree that no press release about this Note will be issued without the prior written consent of the Maker and Payee.
13. Severability. If any provision of this Note is deemed to be invalid by reason of the operation of law, or by reason of the interpretation placed thereon by any administrative agency or any court, the Maker and Payee shall negotiate an equitable adjustment in the provisions of the same in order to effect, to the maximum extent permitted by law, the purpose of this Note and the validity and enforceability of the remaining provisions, or portions or applications thereof, shall not be affected thereby and shall remain in full force and effect.
14. Entire Agreement; Amendment; Waiver. This Note sets forth all the terms and conditions of the agreement of the Maker and Payee for the subject matters stated in this Note. Any amendment of this Note or any waiver of any provision in this Note may be made with, and only with, the written consent of the Maker and the Payee.
15. Time of Essence. Time is of essence with respect to this Note and obligations of Maker and Payee under this Note.
16. Limitation on Interest. In no event will any Interest charged, collected or reserved under this Note exceed the maximum rate then permitted by applicable law, and if any payment made by the Maker under this Note exceeds the maximum rate, then the excess sum will be credited by the Payee as a payment of Principal.
17. Expenses. Maker and Payee will each pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Note.
18. Headings. The headings used in this Note are included for convenience only and are not to be considered in construing or interpreting this Note.
19. Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Note will inure to the benefit of, and be binding upon, the respective successors and assigns of the Maker and Payee; provided, however, that the Maker may not assign its obligations under this Note without the prior written consent of the Payee. This Note is for the sole benefit of the Maker and Payee and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Note.
20. Counterparts. This Note may be executed in one or more counterparts, all of which taken together shall be deemed and considered one and the same instrument and agreement and same shall become effective when counterparts have been signed by Maker and Payee and each of them has delivered its signed counterpart to the other. A digital reproduction, portable document format (“.pdf”) or other reproduction of this Note may be executed by Maker or Payee and delivered by Maker or Payee 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 Maker or Payee, as case may be, can be seen. Said execution and delivery shall be considered valid, binding and effective for all purposes.
21. Notices. All notices and other communications given or made pursuant hereto will be in writing and will be deemed effectively given: (a) upon personal delivery to the recipient to be notified; (b) when sent by confirmed email or confirmed facsimile; (c) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) business day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. The address/contact information for the Maker and Payee are set forth below. Maker or Payee may change its notice address upon two (2) business days’ prior written notice.
Maker: Capstone Companies, Inc.
Address: Number 144-V, 10 Fairway Drive , Suite 100 , Deerfield Beach, Florida 33441
Telephone: (954) 570-8889, ext. 313
Email: [email protected]
Attn: Stewart Wallach, Chairman of the Board of Directors
Payee: eBliss Global, Inc., a Delaware corporation
Address: [provided under separate cover]
Telephone: [provided under separate cover]
Email: [provided under separate cover]
ATTN: Bill Klehm, Chief Executive Officer and Chairman of the Board of Directors
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year written below.
MAKER: CAPSTONE COMPANIES, INC., a Florida corporation
By: /s/ Stewart Wallach
Stewart Wallach, Chairman of the Board of Directors
Date: March 2, 2026
ACCEPTED AND AGREED BY PAYEE
eBliss Global, Inc., a Delaware corporation
By: /s/ Bill Klehm
Bill Klehm, Chief Executive Officer and
Chairman of the Board of Directors
Date: March 3, 2026
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: [email protected]