CAPC 8-K/A
Capstone Companies, Inc. (CAPC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Amendment Number Two
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report:
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(State of Incorporation or Organization) |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(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”.
Explanatory Note:
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Item 1.01 Entry into a Material Definitive Agreement.
On July 8, 2026, Capstone Companies, Inc. (“Company”) and eBliss Global, Inc., a private, early stage Delaware corporation, (“eBliss”) entered into Amendment Number One to a Letter of Intent, which Letter of Intent is dated and effective as of May 14, 2026, (the “LOI”) by the Company and eBliss. The Amendment Number One to the LOI amended the LOI as follows:
(1) Section 3 of the LOI was amended to extend the ‘no shop’ period from 7:00 p.m., local Miami, Florida time, on July 31, 2026, to 7:00 p.m., local Miami, Florida time, on August 31, 2026; and
(2) Section 6(a) of the LOI was amended to extend the expiration date of the LOI to 7:00 p.m., local Miami, Florida time, on August 31, 2026.
The above amendments were made solely to provide additional time for the Company and eBliss to continue the preliminary discussions and due diligence contemplated in Section 2 of the LOI. The Company and eBliss have not reached any agreement on any transactions or relationships, whether contemplated in the LOI or otherwise, and the Company and eBliss may fail to reach any agreement on any transactions or relationships, whether contemplated in the LOI or otherwise.
The above summary is qualified in its entirety by reference to the Amendment Number One to the LOI, which Amendment Number One is filed as Exhibit 10.1.1 to this Current Report on Form 8-K/A (Amendment Number Two).
Item 9.01. Financials and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |
| 10.1.1 | July 8, 2026 Amendment Number One to the Letter of Intent, dated May 14, 2026, by Capstone Companies, Inc. and eBliss Global, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 8, 2026 |
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EXHIBIT INDEX
| Exhibit Number | Exhibit Description | |
| 10.1.1 | July 8, 2026 Amendment Number One to the Letter of Intent, dated May 14, 2026, by Capstone Companies, Inc. and eBliss Global, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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EXHIBIT 10.1.1
Amendment Number One to the Letter of Intent
This Amendment Number One to the Letter of Intent, dated and effective as of July 8, 2026 (“Effective Date”), (referred to as the “Amendment”) is made by Capstone Companies, Inc., a Florida corporation, (“CAP”) and eBliss Global, Inc., a private Delaware corporation, (“EBI”). CAP and EBI may also be referred to individually as a “Party” and collectively as the “Parties”. Intending to be legally bound, the Parties agree:
1. Amendment of Letter of Intent. (a) Amendments. The Parties entered into a certain Letter of Intent, dated and effective as of May 14, 2026, (the “LOI”). Section 3(a) of the LOI provided for a qualified ‘no shop’ period that expires at 7:00 p.m., local Miami, Florida time, on July 31, 2026, (referred to as the “Exclusivity Period” in Section 3(a) of the LOI ) and Section 6(a) of the LOI provides that the term of the LOI expires upon the expiration of the Exclusivity Period (as defined in Section 3)(a) of the LOI). The Parties hereby amend the LOI as follows:
(i) Section 3(a) of the LOI. The first clause of the first sentence of Section 3(a) is deleted and replaced in its entirety with: “From May 14, 2026 until 7:00 p.m., local Miami, Florida time, on August 31, 2026 (“Exclusivity Period”),”; and
(ii) Section 6(a) of the LOI is deleted and replaced in its entirety with:
“ (a) Term. This LOI shall expire at 7:00 p.m., local Miami, Florida time, on August 31, 2026, unless terminated sooner in accordance with Section 6(b) below. Further, the confidentiality obligations under Section 4 above and the NDA shall continue to apply all Confidential Information disclosed or exchanged under, in furtherance of or based upon this LOI or any actions taken hereunder.
(b) No other amendments to the terms and conditions of the LOI are made by this Amendment.
2. Governing Law; Modification; Integration. (a) Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Florida, without regard to the conflicts of law rules of the State of Florida.
(b) Modification; Integration. The Amendment may only be amended or modified by a writing signed by all of the Parties. The Amendment and the LOI shall, on and after the Effective Date, be read and construed and deemed as a single agreement and constitute the entire agreement of the Parties as to the subject matters therein. Except as expressly set forth in Section 1 above, the LOI shall remain in full force and effect. In the event of any conflict or inconsistency between the terms of the LOI and the terms of this Amendment, the terms of this Amendment shall govern and control.
3. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. The Parties agree that both Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic delivery, including by DocuSign, that signature shall create a valid and binding obligation of the signing Party with the same force and effect as if the Party manually signed a hardcopy original of this Amendment.
4. Binding Effect; No Third Party Beneficiary. This Amendment will be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. This Amendment is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Amendment.
IN WITNESS WHEREOF, the Parties have entered into this Amendment on the Effective Date.
| CAPSTONE COMPANIES, INC., a Florida corporation | ||
| By: | /s/ Stewart Wallach | |
| Stewart Wallach, Chairman of the Board of Directors | ||
| eBliss Global, Inc., a Delaware corporation | ||
| By: | /s/ William Klehm | |
| William Klehm, Chief Executive Officer | ||