CAPC Capstone Companies Inc (QB)

 

UNITED STATES
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: January 14, 2025
(Earliest Event Date requiring this Report: January 9, 2025)

 

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 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 Mr. Session as a director will be incentive stock-based compensation to be determined by the Compensation and Nomination Committee of the Company’s Board of Directors in early 2025.

 

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.

 

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

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

January 14, 2025

 

WARNER SESSION, WASHINGTON, D.C. LAWYER AND LOBBYIST, APPOINTED AS INDEPENDENT DIRECTOR OF CAPSTONE COMPANIES, INC.

 

Deerfield Beach, FL (Business Wire) – Capstone Companies, Inc. (OTCQB: CAPC) announced today the appointment of Warner H. Session as an independent director, effective January 9, 2025.

 

Mr. Session is the principal of Session Law Firm, P.C., a Washington, D.C. law firm. Since 1991, he 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, he received his Juris Doctorate from the Georgetown University Law Center and is licensed to practice law in the District of Columbia.

 

“Warner brings valuable experience in business and commercial real estate development and government relations to Capstone Companies’ efforts to build a new business focused on year-round social, athletic, and fitness programs that appeal to children, adults and families,” said Stewart Wallach, Chair of the Company’s Board of Directors. “His experience in helping business achieve results in commercial real estate development and government assistance in business development complements the operational experience of our new Chief Executive Officer in the proposed year-round social, athletic, and fitness business,” added Mr. Wallach.

 

Mr. Session said, “I look forward to the challenge and potential of Capstone Companies as a company seeking to develop a new business line that fosters individual fitness and social and emotional enhancement as well as aiding local community development.”

 

About Capstone Companies, Inc. Capstone Companies, Inc. is an SEC reporting company with its common stock quoted on OTC QB market. Formerly engaged in producing LED and Smart Mirror consumer products, Company ended its consumer product operations due to declining sales and has been seeking to establish a new business line and revenue generating operations through internal development, merger, acquisition or a combination of those actions. The Company currently has no revenue generating operations. The appointment of a new CEO and appointment of directors is part of the Company’s efforts to establish revenue generating operations by bringing in new management members with experience in industries other than the Company’s former industry as well as a proven ability to build, fund or assist in creating sustainable, new business lines.

 

FORWARD LOOKING STATEMENTS. Except for statements of historical fact in this press release, 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. The capabilities or prior performance or contributions of any officer or director with other companies or firms is not to be taken as indicative of his or her performance or contributions as an officer or director of the Company. 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 investment and the inability to liquidate the investment. The risk factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and other filings with the SEC should be carefully considered prior to any investment decision. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking statements.

 

CONTACT information and media inquiries:

irinquiries@capstonecompaniesinc.com

Telephone: (954) 570-8889, ext. 315

 

 

Exhibit 10.1

 

Date: January 9, 2025

 

To: Warner Session

1200 New Hampshire Avenue, #600

Washington, D.C. 20036

Re: Offer Letter – Director of Capstone Companies, Inc.

 

Dear Mr. Session

 

Capstone Companies, Inc., a Florida corporation, (“Company”) is pleased to offer to you an appointment to the Company’s Board of Directors (“Board”) as an independent director, subject to your acceptance of the following terms and conditions:

 

1. Term. The term of your appointment will commence upon date this offer letter is fully signed by the parties and the Board formally appoints you as a director and end upon election of a successor (which can include your re-election as a director). Company elects directors on an annual basis. The signed offer letter can be emailed to Stewart Wallach, Chair of the Board, at email: swallach@capstonecompanies.com.

 

2. Duties. Besides serving as a director, the Board may ask that you serve as a member of the Compensation and Nomination Committee of the Board to review and approve compensation, including incentive compensation, of officers and other directors of the Company and review and report recommendations for prospective directors or senior officers of the Company.

 

3. Compensation. The Company intends to adopt an incentive option plan in early 2025 and compensation for directors would consist of incentive stock-based compensation issued under that plan. Company does not currently pay a cash fee to directors, but cash compensation might be considered when and if the Company has a steady operating cash flow.

 

4. Directors and Officers Liability Insurance. The Company has directors’ and officers’ liability insurance, and you would be added to the coverage upon assuming office.

 

5. Expenses. The Company reimburses directors’ expenses that are pre-approved by the Chair of the Board.

 

6. Public Company. The Company files periodic business and financial reports and other documents with the U.S. Securities and Exchange Commission or “SEC”, which filings may be viewed at www.sec.gov (click “Search EDGAR” and then enter the Company’s name in search box). A director, officer and employee may not trade in the common stock of the Company without first checking to see of any restrictions on trading of Company securities has been imposed by the Board.

 

8. Form 3. Within 10 days after becoming a director of the Company, you need to file a Form 3 notice with the SEC. The Company will assist you in filing this notice, which merely notifies the SEC that you are a director and states whether you own any shares of Company stock. There is no charge for the filing or Company assistance, but the Company does need your prompt cooperation in completing this filing, which is due 10 days after your appointment as a director.

 

9. Press Release. The Company may issue a press release about your appointment as a director, which press release will be reviewed and approved by you before any release to the public.

 

10. Fiduciary Duties. A director owes a duty of care (to make informed, impartial decisions) and a duty of loyalty (to place the interests of the Company and its public shareholders above the personal interests). Legal counsel to the Company can answer any questions about fiduciary duties.

 

We look forward to working with you as a director of the Company. Please sign and date below and return this signed offer letter to the email in Section 1 above.

 

CAPSTONE COMPANIES, INC.

 

By: /s/ Stewart Wallach

Date: January 9, 2025

Stewart Wallach, Chair of the Board of Directors

 

ACCEPTED AND AGREED BY:

 

Signature: /s/Warner Session

Date: January 9, 2025

 

 

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Cover	Jan. 09, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jan. 09, 2025
Entity File Number	0-28331
Entity Registrant Name	CAPSTONE COMPANIES, INC.
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Entity Tax Identification Number	84-1047159
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	Number 144-V
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Deerfield Beach
Entity Address, State or Province	FL
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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