8-K

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: November 21, 2022 (Earliest Event Date requiring this Report: November 16, 2022)

CAPSTONE COMPANIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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):

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

The Registrant’s Common Stock is quoted on the OTCQB Venture Market of the OTC Markets Group, Inc. under the trading symbol “CAPC.”

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

James McClinton submitted his resignation as a Director, Chief Financial Officer and Chief Operating Officer of Capstone Companies, Inc. (“Company”) and as a director and Chief Financial Officer of Capstone Industries, Inc., a wholly-owned subsidiary of the Company, which resignation is effective as of November 30, 2022. Mr. McClinton’s notice of intent to resign was received by the Company on November 16, 2022. His resignation is due to personal health reasons. Mr. McClinton has no disagreement with the Company on any matter relating to its operations, policies or practices.

Company is in the process of engaging personnel to handle the duties of chief financial officer while searching for a permanent new Chief Financial Officer. The Company intends to operate with a four remaining directors for the foreseeable future.

Attached as Exhibit 99.1 is Mr. Clinton’s resignation letter.

Item9.01. Financial Statements and 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, Chief Executive Officer

Dated: November 21, 2022

EXHIBIT INDEX

Exhibit 99.1

November 20, 2022

Board of Directors

Capstone Companies, Inc.

431 Fairway Drive, Suite 200

Deerfield Beach, Florida 33441

Sirs:

Due to personal health reasons, I unfortunately must resign from all director and officer positions that I hold with Capstone Companies, Inc. and its subsidiaries, effective as of November 30, 2022.

I have no disagreement with the Company or its subsidiaries on any matter relating to their operations, policies or practices.

I wish the company and you the best in the future.

Sincerely,

/s/ James McClinton

James McClinton