Capstone Companies Reports Director/Officer Changes

TL;DR

Capstone Companies board shake-up, new officers appointed.

AI Summary

Capstone Companies, Inc. filed an 8-K on December 10, 2024, reporting on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The earliest event date requiring this report was December 6, 2024.

Why It Matters

Changes in a company's board of directors and executive officers can signal shifts in strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in key leadership roles can introduce uncertainty about the company's future direction and stability.

Key Players & Entities

• CAPSTONE COMPANIES, INC. (company) — Registrant
• December 10, 2024 (date) — Filing Date
• December 6, 2024 (date) — Earliest Event Date

FAQ

Filing Documents

• capc_8k.htm (8-K) — 31KB
• ex99_1.htm (EX-99.1) — 9KB
• 0001903596-24-000714.txt ( ) — 212KB
• capc-20241206.xsd (EX-101.SCH) — 3KB
• capc-20241206_lab.xml (EX-101.LAB) — 33KB
• capc-20241206_pre.xml (EX-101.PRE) — 22KB
• capc_8k_htm.xml (XML) — 3KB

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. Resignation of Directors. On December 6, 2024, Jeffrey Postal and George Wolf voluntarily resigned as directors of Capstone Companies, Inc. ("Company"). Neither Mr. Postal nor Mr. Wolf advised the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. Mr. Postal's resignation included resigning as a member of the Audit Committee and Nomination and Compensation Committee of the Company's Board of Directors. The resignations were tendered to create vacancies on the Company's Board of Directors for any future appointment of new directors. Under the previously reported Management Transaction Agreement, signed October 31, 2024, ("MTA") between the Company and Coppermine Ventures, LLC ("CVen"), CVen has the right to nominate two (2) directors for appointment to the Company's Board of Directors to fill vacancies, which appointments are subject to verification by the Company's Board of Directors of each nominee's qualification to serve as a director. As reported in a Current Report on Form 8-K, dated December 4, 2024, ("December 4 th Form 8-K") filed by the Company with the Commission, and under the MTA, CVen nominated and has had one (1) nominee appointed to the Company's Board of Directors. Search for New Directors . The Company does not have any pending nominations for appointment to the Company's Board of Directors as of the date of the filing of this Current Report on Form 8-K ("Form 8-K"). The Company's intent is to seek new directors (including any CVen nominee) who can assist in developing or acquiring a new business line. Company lacks revenue generating operations and developing a new business line is critical to the Company's ability to continue as a going concern. There is no assurance that the Company will be able to recruit any directors, or any app

01. Regulation FD Disclosure. The Company

Item 7.01. Regulation FD Disclosure. The Company issued a press release on December 10, 2024, announcing the appointment of Alexander Jacobs as the new Chief Executive Officer and a director of the Company, which appointments were disclosed in the December 4 th Form 8-K. The press release is attached as Exhibit 99.1 to this Form 8-K. The press release attached as Exhibit 99.1 to this Form 8-K and the information in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS. Except for statements of historical fact in this Form 8-K, the information contained above contains forward-looking statements, which statements are characterized by words like "should," "may," "intend,' "expect," "hope," "believe," "anticipate" and similar words. Forward looking statements are not guarantees of future performance and undue reliance should not be placed on them. Forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause actual performance and financial results in future periods to differ materially from any statements about future performance or results expressed or implied by such forward-looking statements. Capstone Companies, Inc. ("Company") is a public shell company without revenue generating revenues and relies on working capital funding from third parties to sustain its corporate existence and fund meeting the compliance requirements as an SEC reporting company with its stock quoted on the OTC QB Venture Market. The Company is also a "penny stock" company with limited public market liquidity and no primary market makers. As such, Company may be unable to develop a new business line, or acquire or merge with an existing operating company, or, even if a new business line or revenue generating operation is established, to fund and successfully operate that new business line or operation. Further, the public auditors of the Company have expressed doubt as to the Company as a going concern. Company may be unable to obtain adequate, affordable and timely funding to sustain any new business line. There is substantial doubt about the Company's ability to establish a new business line or sustain an operation. There is no existing agreement by the Company and a third party for a merger or acquisition of a company or assets. Any investment in the common stock of the Company is a highly risky investment that is not suitable for investors who cannot afford the total loss of the inv

01. Financials and Exhibits

Item 9.01. Financials and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 99.1 Capstone Companies, Inc. Press Release, dated December 10, 2024, re: Appointment of new Chief Executive Officer and Director 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: December 10, 2024 Exhibit Number Exhibit Description 99.1 Capstone Companies, Inc. Press Release, dated December 10, 2024, re: appointment of Alexander Jacobs as Chief Executive Officer and Director

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View this 8-K filing on SEC EDGAR