Capstone Companies, Inc. Files 8-K for Material Agreement

TL;DR

CAPSTONE COMPANIES, INC. (CAPC) filed an 8-K for a material definitive agreement and change in control. Details TBD.

AI Summary

Capstone Companies, Inc. announced on December 20, 2024, that it entered into a Material Definitive Agreement. The filing also indicates a change in control of the registrant and includes financial statements and exhibits. Specific details of the agreement and the change in control are not provided in this excerpt.

Why It Matters

This 8-K filing signals a significant corporate event for Capstone Companies, Inc., potentially impacting its business operations, financial structure, or ownership.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and a change in control, which are significant events that could introduce uncertainty or strategic shifts for the company.

Key Players & Entities

• CAPSTONE COMPANIES, INC. (company) — Registrant
• December 20, 2024 (date) — Earliest Event Date
• December 23, 2024 (date) — Date of Report
• CHDT CORP (company) — Former Company Name
• CHINA DIRECT TRADING CORP (company) — Former Company Name
• CBQ INC (company) — Former Company Name

FAQ

Key Financial Figures

• $1,392,570 — ncellation agreement Stewart Wallach $1,392,570 284,978 Group Nexus, LLC $657,887 1
• $657,887 — $1,392,570 284,978 Group Nexus, LLC $657,887 134,631 Jeffrey Postal $887,763 181
• $887,763 — LLC $657,887 134,631 Jeffrey Postal $887,763 181,674 George Wolf $336,875 68,939
• $336,875 — Postal $887,763 181,674 George Wolf $336,875 68,939 Estate of E. Fleisig $390,208
• $390,208 — $336,875 68,939 Estate of E. Fleisig $390,208 79,853 Totals $3,665,303 750,075 (
• $3,665,303 — f E. Fleisig $390,208 79,853 Totals $3,665,303 750,075 (1) The Amended and Restated
• $1.00 — full an amount per whole share equal to $1.00. (4) Each share that is issued and out

Filing Documents

• capc_8k.htm (8-K) — 62KB
• ex10_1.htm (EX-10.1) — 72KB
• ex10_2.htm (EX-10.2) — 73KB
• ex10_3.htm (EX-10.3) — 72KB
• ex10_4.htm (EX-10.4) — 72KB
• ex10_5.htm (EX-10.5) — 79KB
• 0001903596-24-000743.txt ( ) — 711KB
• capc-20241220.xsd (EX-101.SCH) — 3KB
• capc-20241220_lab.xml (EX-101.LAB) — 33KB
• capc-20241220_pre.xml (EX-101.PRE) — 22KB
• capc_8k_htm.xml (XML) — 3KB

01. Entry into Material Definitive

Item 1.01. Entry into Material Definitive Agreement. On December 20, 2024, Capstone Companies Inc. ("Company") and its wholly owned subsidiary, Capstone Industries, Inc. ("Sub") entered into the following agreements to cancel outstanding debts owed by the Company to the other parties to the agreements: (1) Cancellation Agreement with Stewart Wallach, former Chief Executive Officer, current Chair of the Company's Board of Directors, and a principal shareholder of the Company; (2) Cancellation Agreement with Group Nexus, LLC, a Florida limited liability company controlled by Stewart Wallach; (3) Cancellation Agreement with Jeffrey Postal, a former director and a principal shareholder of the Company; (4) Cancellation Agreement with George Wolf, a former director of the Company; and (5) Cancellation Agreement with the Estate of E. Fleisig (as successor in interest to E. Fleisig (deceased)). The parties to the above cancellation agreements who are creditors of the Company shall be referred to as "creditor parties". The Company issued shares of its Series B-1 Convertible Preferred Stock ("B-1 Stock") in return for the above parties' agreement to cancel debts owed by the Company, which debts had been transferred to the Sub for accounting purposes. The following table states the number of shares of B-1 Stock issued and the amount of debt cancelled under each of the above agreements: Name of Creditor Party Amount of Debt owed by the Company (includes accrued interest and deferral of compensation) Number of shares of B-1 Stock issuable under cancellation agreement Stewart Wallach $1,392,570 284,978 Group Nexus, LLC $657,887 134,631 Jeffrey Postal $887,763 181,674 George Wolf $336,875 68,939 Estate of E. Fleisig $390,208 79,853 Totals $3,665,303 750,075 (1) The Amended and Restated Articles of Incorporation of the Company provides that in lieu of issuing a fractional share, any fractional share will be paid in an amount equal to the product of suc

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. Based on information in filings with the Commission, and as of the date of the filing of this Form 8-K, Stewart Wallach owns or controls a total of 9,831,745 (representing approximately 20.1% of the issued and outstanding shares and voting power of the Company Common Stock, as of the date of the filing of this Form 8-K) and Jeffrey Postal owns or controls a total of 9,034,120 shares of the Company Common Stock (representing approximately 18.5% of the issued and outstanding shares and voting power of the Company Common Stock, as of the date of the filing of this Form 8-K). The percentages are based on 48,826,864 shares of Company Common Stock being issued and outstanding. The foregoing share ownership totals do not include conversion of options or warrants or other convertible securities, including shares of B-1 Stock. Mr. Wallach and Mr. Postal are the two largest holders of record of shares and voting power of the Company Common Stock. If Stewart Wallach and Group Nexus, LLC, which is controlled by Mr. Wallach, convert all of the shares of B-1 Stock received under their cancellation agreements after the lock-up period described in Item 1.01 above, and assuming no sales or transfers of shares of Common Stock or shares of B-1 Stock, then Mr. Wallach would control a total of 37,802,926 shares of Common Stock. If Jeffrey Postal converts all of the shares of B-1 Stock received under his cancellation agreement after the lock-up period described in Item 1.01 above, and assuming no sales or transfers of shares of Common Stock, then Mr. Postal would own or control a total of approximately 21,144,479 shares of Common Stock. While there is no agreement between Mr. Wallach and Mr. Postal to act as a "group" (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934), and no voting agreement between them, as of the date of the filing of this Form 8-K, then the issuance of shares of B-1 Stock under the cancellations agr

FORWARD LOOKING STATEMENTS. Except for

FORWARD LOOKING STATEMENTS. Except for acquire a new business line and about efforts under the MTA for development or acquisition of a new business line, contained above may contain forward-looking statements, which statements are characterized by words like "seeking," "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. 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 sustain operations. 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. The business and financial results of another company, including Coppermine Ventures, LLC o

01. Financials and Exhibits

Item 9.01. Financials and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit Number Exhibit Description 10.1 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and Stewart Wallach 10.2 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and Group Nexus, LLC 10.3 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and Jeffrey Postal 10.4 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and George Wolf 10.5 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and Estate of E. Fleisig 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, Chair of Board of Directors Dated: December 23, 2024 Exhibit Number Exhibit Description 10.1 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and Stewart Wallach 10.2 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and Group Nexus, LLC 10.3 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and Jeffrey Postal 10.4 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and George Wolf 10.5 Cancellation Agreement, dated December 20, 2024, by and among Capstone Companies, Inc., Capstone Industries, Inc. and Estate of E. Fleisig

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View this 8-K filing on SEC EDGAR