Capstone Companies Amends Management Transition Agreement

TL;DR

CAPSTONE AMENDS MANAGEMENT DEAL WITH COPPERMINE VENTURES

AI Summary

Capstone Companies, Inc. filed an 8-K/A on November 7, 2024, to disclose Amendment Number One, dated November 6, 2024, to its Management Transition Agreement (MTA) with Coppermine Ventures, LLC. The original MTA was dated October 28, 2024, and signed on October 31, 2024.

Why It Matters

This amendment to the Management Transition Agreement could impact the company's operational leadership and strategic direction.

Risk Assessment

Risk Level: medium — Amendments to material agreements, especially those involving management transitions, can introduce uncertainty and potential shifts in company strategy.

Key Players & Entities

• Capstone Companies, Inc. (company) — Filer of the 8-K/A
• Coppermine Ventures, LLC (company) — Party to the Management Transition Agreement
• November 6, 2024 (date) — Date of the amendment
• October 28, 2024 (date) — Original date of the Management Transition Agreement
• October 31, 2024 (date) — Date the original MTA was signed

FAQ

Filing Documents

• capc_8ka.htm (8-K/A) — 37KB
• ex10_1.htm (EX-10.1) — 36KB
• ex10_2.htm (EX-10.2) — 61KB
• ex10_3.htm (EX-10.3) — 17KB
• 0001903596-24-000646.txt ( ) — 353KB
• capc-20241106.xsd (EX-101.SCH) — 3KB
• capc-20241106_lab.xml (EX-101.LAB) — 33KB
• capc-20241106_pre.xml (EX-101.PRE) — 22KB
• capc_8ka_htm.xml (XML) — 4KB

01 Entry into Material Definitive Agreement

Item 1.01 Entry into Material Definitive Agreement. On November 6, 2024, Capstone Companies, Inc., a Florida corporation, ("Company") and Coppermine Ventures, LLC, a private Maryland limited liability company, ("Coppermine") entered into an Amendment Number One ("Amendment") to the Management Transition Agreement, signed on October 31, 2024 and dated October 28, 2024, by the Company and Coppermine ("MTA"). The Amendment amended the MTA as follows: (1) Section 1 of the Agreement was amended and restated to provide, in part, that: (a) Coppermine would submit names of one or two nominees ("Nominees") for appointment to the Company's Board of Directors by November 30, 2024, which deadline could be unilaterally extended by Coppermine to December 31, 2024, and the Company Board of Directors ("Company Board") would appoint the Nominees submitted to fill vacancies on the Company Board; and (b) Coppermine would submit the name of a nominee to serve as Chief Executive Officer and President of the Company ("CEO Nominee") by November 30, 2024, which deadline can be unilaterally extended by Coppermine to December 31, 2024, and the Company would appoint the CEO Nominee as Chief Executive Officer and President of the Company upon resignation of the incumbent Chief Executive Officer of the Company, which resignation would be tendered to the Company Board upon receipt of the notice of the CEO Nominee; and (c) Appointment of Nominees and CEO Nominee to their respective positions with the Company would be subject to verification by the Company Board of all nominees' eligibility and qualification to serve in their respective positions with the Company. (2) Section 2 of the Agreement was amended and restated to provide, in part, that: (a) Company would appoint the Nominees and CEO Nominee to their respective positions with the Company, subject to conditions in amended and restated Section 1 of the Agreement; and (b) Incumbent Chief Executive Officer of the Company would resign up

02 Departure of Directors or Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The names of the Nominees and CEO Nominee have not been submitted to the Company, and no resignations or appointments contemplated under the Amendment have occurred, as of the date of the filing of this Amended Form 8-K.

01. Financials and Exhibits

Item 9.01. Financials and Exhibits (d) Exhibits. The following documents are filed as exhibits to this Amended Form 8-K. The exhibit numbers stated on the documents filed as Exhibit 10.1 and Exhibit 10.2 to the initial Form 8-K, and XBRL Links listed for those exhibits in the exhibit index of the Initial Form 8-K, do not conform to the exhibit index in the Initial Form 8-K Those exhibits are filed with this Amended Form 8-K to correct that inadvertent error. Further, the MTA is filed as Exhibit 10.2 to this Amended Form 8-K to correct the inadvertent corruption of three words in the version filed as an exhibit to the Initial Form 8-K. Exhibit Number Exhibit Description 10.1 Unsecured Promissory Note, dated 31 October 2024, issued by Capstone Companies, Inc. to Coppermine Ventures, LLC 10.2 Management Transition Agreement, dated 31 October 2024, by Capstone Companies, Inc. and Coppermine Ventures, LLC 10.3 Amendment Number One to the Management Transition Agreement, dated November 6, 2024, by Capstone Companies, Inc. and Coppermine Ventures, LLC 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 7, 2024 Exhibit Index Exhibit Number Exhibit Description 10.1 Unsecured Promissory Note, dated 31 October 2024, issued by Capstone Companies, Inc. to Coppermine Ventures, LLC 10.2 Management Transition Agreement, dated 31 October 2024, by Capstone Companies, Inc. and Coppermine Ventures, LLC 10.3 Amendment Number One to the Management Transition Agreement, dated November 6, 2024, by Capstone Companies, Inc. and Coppermine Ventures, LLC

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