Capstone Companies, Inc. Announces Key Executive and Board Changes

TL;DR

Capstone Companies, Inc. shakes up leadership and exec pay, filing major changes on Jan 23rd.

AI Summary

On January 20, 2025, Capstone Companies, Inc. entered into a material definitive agreement. The company also announced the departure of certain officers and the election of new directors, along with compensatory arrangements for certain officers. These events were filed on January 23, 2025.

Why It Matters

Significant changes in leadership and executive compensation can signal strategic shifts or operational adjustments within the company, potentially impacting its future performance and stock value.

Risk Assessment

Risk Level: medium — Changes in directors and officers, along with material definitive agreements, can introduce uncertainty and potential shifts in strategy, warranting a medium risk assessment.

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

FAQ

Key Financial Figures

• $275 — ent provides for an hourly bill rate of $275 for following services: -Assist with y
• $1.6 billion — ions. He led negotiations and secured a $1.6 billion funding agreement with Operation Warp S
• $388 million — ng agreement with Operation Warp Speed, $388 million in funding from the Coalition for Epide
• $60 million — Epidemic Preparedness Innovations and a $60 million agreement with U.S. Department of Defen

Filing Documents

• capc_8k.htm (8-K) — 35KB
• ex99_1.htm (EX-99.1) — 9KB
• ex10_1.htm (EX-10.1) — 13KB
• ex10_2.htm (EX-10.2) — 7KB
• 0001903596-25-000050.txt ( ) — 241KB
• capc-20250120.xsd (EX-101.SCH) — 3KB
• capc-20250120_lab.xml (EX-101.LAB) — 33KB
• capc-20250120_pre.xml (EX-101.PRE) — 22KB
• capc_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On January 22, 2025, Capstone Companies, Inc. ("Company") entered into an engagement agreement ("Engagement Agreement") with Eschenburg Perez, CPA LLC ("EPEC") for continued provision of outsourced chief financial officer and related accounting services, which services are primarily provided by EPEC principal Dana Eschenburg Perez as interim/fractional chief financial officer. Engagement Agreement provides for an hourly bill rate of $275 for following services: -Assist with year-end audit of December 31, 2024, subsequent Form 10Q's for each quarter, signing and filing as the Company's acting chief financial/accounting officer. - Liaison with the Company and public auditor team for requested schedules, supporting documentation, etc. - Review and approve supporting audit schedules and internal control assessments and updating as necessary. - Prepare technical memos regarding complex or unusual accounting transactions, as necessary. - Prepare, review and approve proposed journal entries as necessary. - Perform ad-hoc accounting duties as requested by Chief Executive Officer. - Oversee and review work prepared by any outsourced Controller. The Engagement Agreement continues the services provided to the Company by EPEC and Ms. Perez since February 6, 2022. A copy of the Engagement Agreement is attached as Exhibit 10.2 to this Current Report of Form 8-K ("Form 8-K") and the above summary of the Engagement Agreement is qualified in its entirety by reference to the Engagement Agreement filed as Exhibit 10.2 to this Form 8-K.

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 20, 2025, Brian Rosen was appointed as a non-employee director of Capstone Companies, Inc. (the "Company"). His appointment fills an existing vacancy on the Company's Board of Directors. The Company and Mr. Rosen signed an Offer Letter, dated January 10, 2025, ("Offer Letter") for his appointment as a director, which appointment was effective upon ratification by Company's Board of Directors Offer Letter on January 20, 2025. The Offer Letter is filed as Exhibit 10.1 to this Current Report of Form 8-K ("Form 8-K"). Mr. Rosen served as Senior Vice President of Global Government Affairs, Market Access & Advocacy for Novavax, Inc. (NASDAQ: NVAX), a publicly held biotechnology and vaccine company in Gaithersburg, Maryland, from 2015 to 2023. He had responsibility for leading commercial strategy efforts instrumental to ensuring patient access to Novavax vaccines. During the COVID-19 pandemic, he served as the point person at Novavax to lead negotiations with all relevant domestic and international government agencies and non-government organizations. He led negotiations and secured a $1.6 billion funding agreement with Operation Warp Speed, $388 million in funding from the Coalition for Epidemic Preparedness Innovations and a $60 million agreement with U.S. Department of Defense. From 2013 to 2015, he served in public policy, regulatory affairs and legislative capacities with the Leukemia & Lymphoma Society, Washington, D.C. Mr. Rosen was Senior Director, Government Affairs, Advocacy and Policy (2005 - 2011) and Director, Government Affairs (2002 - 2005) at MedImmune, a wholly owned subsidiary of AstraZenca plc (NASDAQ: AZ), a multinational public pharmaceutical company. Mr. Rosen has Juris Doctor from Hofstra University School of Law (1994) and a Bachelor of Arts, History and

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 23, 2025, the Company issued a press release announcing the appointment of Brian Rosen 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 23, 2025, issued by Capstone Companies, Inc. announcing appointment of Brian Rosen as a non-employee director 10.1 Offer Letter, dated January 10, 2025, by Capstone Companies, Inc. and Brian Rosen 10.2 Engagement agreement between Capstone Companies, Inc. and Eschenburg Perez CPA LLC, dated January 22, 2025 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 23, 2025 EXHIBIT INDEX Exhibit Number Exhibit Description 99.1 Press Release, dated January 23, 2025, issued by Capstone Companies, Inc. announcing appointment of Brian Rosen as a non-employee director 10.1 Offer Letter, dated January 10, 2025, by Capstone Companies, Inc. and Brian Rosen - CERTAIN INFORMATION [INDICATED BY BRACKETS] HAS BEEN OMITTED DUE TO ITS CONFIDENTIAL NATURE AND BECAUSE IT IS CONSIDERED "NOT MATERIAL" 10.2 Engagement agreement between Capstone Companies, Inc. and Eschenburg Perez CPA LLC, dated January 22, 2025

View Full Filing

View this 8-K filing on SEC EDGAR