Capstone Companies, Inc. Reports Material Definitive Agreement and Officer Changes

TL;DR

Capstone Companies, Inc. filed an 8-K detailing a change in control agreement and executive shuffles.

AI Summary

On October 31, 2024, Capstone Companies, Inc. entered into a material definitive agreement related to a change in control of the registrant. The filing also details the departure of directors or certain officers, the election of directors, and the appointment of certain officers, along with compensatory arrangements. Financial statements and exhibits are also included.

Why It Matters

This 8-K filing indicates significant corporate actions, including a change in control and executive appointments, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in control and executive departures/appointments often signal significant strategic shifts or potential instability within a company.

Key Players & Entities

• CAPSTONE COMPANIES, INC. (company) — Registrant
• CHDT CORP (company) — Former Company Name
• CHINA DIRECT TRADING CORP (company) — Former Company Name
• CBQ INC (company) — Former Company Name
• October 31, 2024 (date) — Earliest Event Date
• November 5, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $125,914.00 — Thousand Nine Hundred Fourteen Dollars ($125,914.00) ("Principal") to the Company. The Prin
• $673,000 — September 2024 of an estimated total of $673,000. The Company's efforts in 2023 and th

Filing Documents

• capc_8k.htm (8-K) — 43KB
• ex10_1.htm (EX-10.1) — 79KB
• ex10_2.htm (EX-10.2) — 38KB
• 0001903596-24-000637.txt ( ) — 359KB
• capc-20241031.xsd (EX-101.SCH) — 3KB
• capc-20241031_lab.xml (EX-101.LAB) — 33KB
• capc-20241031_pre.xml (EX-101.PRE) — 22KB
• capc_8k_htm.xml (XML) — 3KB

From the Filing

UNITED 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 5, 2024 (Earliest Event Date requiring this Report: October 31, 2024 ) 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.) Number 144-V , 10 Fairway Drive Suite 100 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 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. On October 31, 2024, Capstone Companies, Inc. ("Company") signed an Unsecured Promissory Note ("Note") evidencing a loan from Coppermine Ventures, LLC, a private Maryland limited liability company based in Baltimore County, Maryland, ("Coppermine") of One Hundred Twenty-Five Thousand Nine Hundred Fourteen Dollars ($125,914.00) ("Principal") to the Company. The Principal is to be used to pay the working capital debts of the Company listed in Exhibit Two to the Note. The Principal accrues interest at a simple annual rate of 7%. Principal and accrued interest thereon is due and payable in a single lump sum due on July 31, 2025, unless occurrence of certain events causes all sums to become due prior to July 31, 2025, including certain events of default. The Note is not secured by collateral or any other secured interest and does not provide for any conversion of debt-to-equity securities or issuance of any securities. Acceleration of Payment of Debt . Under the Note, the Principal and interest accrued thereon shall become due before July 25, 2025 if: (1) Company files a voluntary bankruptcy petition; (2) an involuntary bankruptcy petition is filed on the Company; (3) Company ceases to be a reporting company under the Securities Exchange Act of 1934 ("1934 Act"); (4) Company's Common Stock is not quoted on any tier to The OTC Markets Group; or (5) Company breaches the Management Transition Agreement between the Company and Coppermine ( see " Management Transition Agreement " below)("MTA") and the breach is not timely cured under the terms of the MTA Business of Coppermine . Coppermine operates health clubs & recreational facilities in State of Maryland that provide social, athletic, and fitness programming for youth, adults and families. Through its subsidiary operations, Coppermine offers youth and adult sports-oriented classes, clinics, camps, leagues, tournaments, and before & after school programs. Coppermine also holds nationally competitive club teams' competitions in various sports. Swimming, soccer, lacrosse, tennis, pickleball, gymnastics, dance, football, baseball, and karate are some of the available programs offered at various Coppermine facilities. One of Coppermine's affiliated operations, Copper Union, is focused on indoor and outdoor pickle ball courts coupled with a sports bar, or food-drink service area. Coppermine is owned and operated by Alexander Jacobs, an entrepreneur based in the Baltimore County, Maryland area. Coppermine is not a shareholder of the Company. Management Transition Agreement ("MTA") . As an inducement to make the loan evidenced by the Note and to make a financial commitment to fund the essential working capital needs of the Company through March 31, 2025, Company and Coppermine signed the MTA on October 31, 2024. MTA provides,

View Full Filing

View this 8-K filing on SEC EDGAR