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: October 13, 2021
(Earliest Event Date requiring this Report: October 13, 2021)
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.) |
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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule<br> 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant<br> to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant<br> to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of Class of Securities. | Trading Symbol(s). | Name of exchange on which registered |
|---|---|---|
| None | N/A | N/A |
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. ☐
Item8.01 Other Matters. On October 13, 2021, Capstone Companies, Inc. (“Company”) received notice that the Federal Communications Commission (“FCC”) will issue Electro Magnetic Compliance (“EMC”) certification for Company’s Smart Mirror. The FCC certification is the last national testing requirement for the Smart Mirror products and enables the Company to commence sale of the Smart Mirror product line.
In the U.S., FCC EMC testing and certification are required for most electronic devices that transmit radio frequencies in order to ensure that the tested device does not interfere with other electronic products emitting radio frequencies and can operate in a society full of electronic devices emitting radio frequencies. The European Union and many other nations also require EMC testing and certification by local authorities. Local jurisdictions may have additional requirements for EMC devices.
Item 7.01 Regulation FD Disclosures. The Company issued a press release today announcing the FCC notice about EMC certification for the Smart Mirrors, which press release is attached hereto as Exhibit 99.1. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by reference in such a filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein, including the exhibits hereto, is material or that the dissemination of the information is required by Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description of Exhibit |
|---|---|
| 99.1 | Capstone Companies, Inc. Press Release, dated October 13, 2021, reporting FCC EMC Certification for Smart Mirror product |
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:
Stewart Wallach, Chief Executive Officer
Dated: October 13, 2021
Exhibit Index
| Exhibit Number | Description of Exhibit |
|---|---|
| 99.1 | Capstone Companies, Inc. Press Release, dated October 13, 2021, reporting FCC EMC Certification for Smart Mirror product |
EXHIBIT 99.1
Capstone CEO Reports Smart Mirror ProgramIs Underway with
FCC EMC Certification
DEERFIELD BEACH, FL, October 13, 2021 – Capstone Companies, Inc. (OTCQB: CAPC) (“Capstone” or the “Company”), a designer, manufacturer and marketer of consumer inspired products that simplify daily living through technology announced today that it has been informed that FCC EMC testing for its Smart Mirror program has been completed and certification will be formalized next week.
Stewart Wallach, Capstone’s Chairman and CEO, stated, “The impact of Coronavirus/COVID-19 pandemic contributed to delays in completing production and then testing and certification of the Smart Mirror. Processes that normally would have completed in weeks or a few months took significantly longer. In my thirty-five years creating, producing and testing new consumer products, I have never experienced as many delays and setbacks in a product launch as experienced by us over the past 18 months for the Smart Mirror. Every conceivable obstacle has been put before us. I am proud of our management team and directors that have stood firm in supporting our product initiatives through the unanticipated delays and setbacks for this company-critical product line. We will aggressively pursue the production and release of the Smart Mirror program in Q4 2021.”
The Company welcomes you to visit its updated e-commerce website at www.capstoneconnected.com that now enables users to reserve their preferred Smart 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.capstoneconnected.com for information on our current product offerings. Contents of referenced URL’s are not incorporated herein.
Forward Looking Statements. This press release contains forward-looking statements that involve substantial risks and uncertainties about Capstone Companies, Inc., and its operating subsidiaries (collectively, “Company” or “our”). All statements, other than statements of historical facts, included in this press release regarding strategy, future operations and financial condition and performance, prospects of products and strategic 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 or relied upon by investors. These forward-looking statements convey Company’s current expectations of future events. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. 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, assumptions and uncertainties, some beyond the Company’s control or ability to foresee or react in a timely manner, that could cause actual results to differ materially from those anticipated or implied by these forward-looking statements, including: the prospects of a new product line like the Smart Mirrors; the impact of Coronavirus/COVID-19 pandemic (“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. 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 and is just recently started to develop an e-commerce capability. Further, whether resulting from Pandemic, declining sales of existing products and resulting worsening financial condition, uncertainty about the Smart Mirror products as a revenue replacement for other products, an increase in the cost and the difficulty to obtain debt or equity financing necessary to produce and promote our new, company-critical Smart Mirror product line could affect our ability to fund or sustain operations or our future financial and business performance. The future impact of Pandemic and the emerging variants of that virus on our company and its Smart Mirror launch continues to very difficult to foresee or predict. There is no assurance that the Smart Mirror products will replace our existing product line as an adequate revenue generating source. Additional information that could lead to material changes in Company’s performance as contained in its filings with the Securities and Exchange Commission (“SEC”). 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, including Risk Factors disclosed in the Form 10-K Annual Report for the fiscal year ended December 31, 2020 (filed with the SEC on March 31, 2021 and Amended on April 9, 2021); the Form 10-Q Quarterly Reports for the fiscal quarters ended March 31, 2021 and June 30, 2021 and filed with the SEC on May 17, 2021 and August 16, 2021, respectively. Unless required by law, Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof. This press release is not an offer to sell or a solicitation of an offer to purchase any securities. Company’s SEC filings can be accessed through SEC website: www.sec.gov or the corporate website at URL: https://www.capstonecompaniesinc.com.
For more information, contact:
Company:
Aimee C. Brown
Corporate Secretary
(954) 252-3440, ext. 313
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