Capstone Companies Reports Officer/Director Changes

TL;DR

CAPSTONE COMPANIES, INC. (CAPC) filed an 8-K detailing changes in directors and officers.

AI Summary

Capstone Companies, Inc. filed an 8-K on January 14, 2025, reporting on events that occurred on January 9, 2025. The filing indicates changes related to the departure of directors or certain officers, the election of directors, the appointment of certain officers, and compensatory arrangements for certain officers. It also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

Changes in a company's board of directors or executive officers can signal shifts in strategy, governance, or operational focus.

Risk Assessment

Risk Level: medium — Changes in key leadership roles can introduce uncertainty and potential strategic shifts, impacting the company's future performance.

Key Players & Entities

• CAPSTONE COMPANIES, INC. (company) — Registrant
• January 14, 2025 (date) — Filing Date
• January 9, 2025 (date) — Earliest Event Date

FAQ

Filing Documents

• capc_8k.htm (8-K) — 30KB
• ex99_1.htm (EX-99.1) — 10KB
• ex10_1.htm (EX-10.1) — 9KB
• 0001903596-25-000034.txt ( ) — 223KB
• capc-20250109.xsd (EX-101.SCH) — 3KB
• capc-20250109_lab.xml (EX-101.LAB) — 33KB
• capc-20250109_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. Appointment of a Director. On January 9, 2025, Warner H. Session was appointed as an independent director of Capstone Companies, Inc. (the "Company"). His appointment fills an existing vacancy on the Company's Board of Directors. The Company and Mr. Session signed an Offer Letter, dated January 9, 2025, for his appointment as a director. The Offer Letter is filed as Exhibit 10.1 to this Current Report of Form 8-K ("Form 8-K"). Mr. Session is the principal of Session Law Firm, P.C., a Washington, D.C. law firm. Since 1991, he has practiced government relations/lobbying, government contracting and procurement, small and minority business development, real estate transactions and business formations. He has represented national trade associations before Congress. He is a former board member of the Board of Directors for the Metropolitan Washington Airports Authority, which has oversight of Dulles International Airport and Ronald Reagan Washington National Airport. Mr. Session was a member of District of Columbia trade mission to Canada. Prior to private law practice, he worked in the U.S. House of Representatives as Staff Director and Counsel to the Government Activities and Transportation Subcommittee and he served as Staff Attorney to the Judiciary Committee for the DC Council, where he drafted legislation on matters affecting multiple executive agencies. Mr. Session is a Trustee of the University of the District of Columbia. A graduate of Stanford University with a Bachelor of Arts in Political Science, Mr. Session received his Juris Doctorate from the Georgetown University Law Center and is licensed to practice law in the District of Columbia. Appointee's Interests . There are no family relationships between Mr. Session and the Company's existing directors and officers. Compensation . The compensation of

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 14, 2025, the Company issued a press release announcing the appointment of Warner H. Session as a director. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K. As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 and in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and such information shall not be deemed 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 filing.

01 Financials and Exhibits

Item 9.01 Financials and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 99.1 Press Release, dated January 14, 2025, issued by Capstone Companies, Inc. announcing appointment of Warner H. Session as an independent director 10.1 Offer Letter, dated January 9, 2025, by Capstone Companies, Inc. and Warner H. Session 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: January 14, 2025 EXHIBIT INDEX Exhibit Number Exhibit Description 99.1 Press Release, dated January 14, 2025, issued by Capstone Companies, Inc. announcing appointment of Warner H. Session as an independent director 10.1 Offer Letter, dated January 9, 2025, by Capstone Companies, Inc. and Warner H. Session

View Full Filing

View this 8-K filing on SEC EDGAR