{"url_path":"/sec/capc/8-k/2026-05-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement***.*","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/814926/0001493152-26-023414-index.html","accession_number":"0001493152-26-023414","cik":"0000814926","ticker":"CAPC","issuer_name":"CAPSTONE COMPANIES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/814926/0001493152-26-023414-index.html","primary_entity_key":"0000814926","primary_entity_name":"CAPSTONE COMPANIES, INC."},"word_count":1750,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement***.*\n\n* *\n\nOn\nMay 14, 2026, Capstone Companies, Inc. (“Company”) and eBliss Global, Inc., a private, early stage Delaware corporation,\n(“eBliss”) entered into a letter of intent (“LOI”) whereby:\n\n \n\n(1)\nNegotiations. The Company and eBliss will commence negotiations during the period commencing on May 14, 2026 and ending at 7:00 p.m.,\nlocal Miami, Florida time, on July 31, 2026 (“Exclusivity Period”) to determine if they can reach mutual agreement on the\nterms and conditions of an acquisition of 100% of the issued shares of eBliss Common Stock by the Company or its subsidiary in a transaction\nintended to quality as a tax-free stock-for-stock reorganization (or similar transaction intended to qualify under Internal Revenue Code\nSection 351) (a “Transaction”).\n\n \n\n(2)\nMutual Due Diligence Review. Company and eBliss will commence a mutual due diligence review during the Exclusivity Period.\n\n \n\n(3)\nMutual ‘No Shop’ Provision. For the Exclusivity Period, each company shall not, nor shall it authorize or permit any of its\nofficers, directors, employees, agents or other affiliates (collectively, “Affiliates”), or any of the company’s investment\nbankers, attorneys or other advisors or representatives (collectively, “Representatives”) to: (a) solicit or initiate, or\nknowingly encourage or facilitate, directly or indirectly, the submission of any proposal related to the acquisition of all or substantially\nall of the company’s assets (including intellectual property) or business, whether directly or indirectly, through stock purchase,\nasset purchase, merger, consolidation, other business combination, proxy fight, change of board of directors, or otherwise (an “Acquisition\nProposal”) by any individual, group, corporation, partnership, limited liability company, association, trust, unincorporated organization,\ngovernmental entity who is not a party to the LOI (each being a “Third Party”); (b) directly or indirectly participate in\ndiscussions or negotiations (other than to indicate that the company is not presently in a position to engage or to continue to engage\nin such discussions or negotiations) regarding, or furnish to any Third Party information with respect to, or facilitate the making of\nany proposal that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, or (c) enter into any agreement with\nrespect to any Acquisition Proposal with any Third Party. In addition, each company shall notify the other company during the Exclusivity\nPeriod of any contact between the company or any Affiliates or Representative, and any Third Party, regarding any inquiry or proposal\nwithin forty eight (48) hours of the company’s, or its Affiliates’ or Representative’s, receipt or awareness thereof,\nand shall provide (x) the material terms of such Acquisition Proposal (including the identity of the Third Party proposing the Acquisition\nProposal), and (y) a copy of such Acquisition Proposal to the other company if such proposal is in writing (including any email or facsimile\nthereof).\n\n \n\n(4)\nTermination of LOI. Either the Company or eBliss may terminate the LOI without cause and upon thirty five days’ prior written notice\nto the other company.\n\n \n\n(5)\nNo Termination Fee. Neither the Company nor eBliss be liable for any break-up or termination fee under the LOI or otherwise, or be liable\nfor any damages or losses of any kind based upon or resulting from the failure of the companies to reach an agreement for or consummate\na Transaction.\n\n \n\nThe\nagreement to the LOI was reached late on May 14, 2026, by the Company and eBliss and after the filing of the Company’s Quarterly\nReport on Form 10-Q with the Commission.\n\n \n\nNo\nLegally Binding Agreement for any Acquisition Transactions. Neither the LOI nor any provision therein obligates or commits either the\nCompany or eBliss to enter into any definitive agreement for, or to consummate, a Transaction or other merger or business combination,\nasset purchase, stock purchase or exchange, tender offer or other form of business acquisition (collectively, including a Transaction,\n“Acquisition Transaction(s)”). As of the date of the filing of this Current Report on Form 8-K (the “Form 8-K”),\nthere is no legally binding agreement or commitment or understanding between the Company and eBliss for any Acquisition Transactions,\nand no agreement, agreement in principle or understanding on the essential terms of any Acquisition Transactions. There is no certainty\nor no assurances that the Company and eBliss will reach agreement on any Acquisition Transactions during the Exclusivity Period or thereafter.\nThe ‘no shop’ provision in the LOI should not be deemed as an indication of the prospects for a definitive, legally binding\nagreement for any Acquisition Transactions.\n\n \n\n \n\n \n\n \n\nPrior\nNo Shop Provision under the Promissory Note. As previously reported on the Current Report on Form 8-K filed by the Company on March 5,\n2026, with the Commission, the Company entered into an unsecured Lump Sum Payment Promissory Note (“Note”), which Note provided\na working capital loan to the Company in the principal amount of $250,000 from eBliss. The Note contained a ‘no shop’ provision\nfor the 90 day period commencing on March 4, 2026 (“Period”). Under the Note’s no shop provision, the Company would\nnot entertain third party proposals for any Acquisition Transactions and would cease any third party discussions for any Acquisition\nTransactions for the Period, except that the Company could entertain third party proposals during the last 30 days of the Period if the\nCompany and eBliss have not signed a definitive agreement or letter of intent for an Acquisition Transaction during the first 60 days\nof the Period and the third party proposal is deemed ‘superior’ to any existing proposal for an Acquisition Transaction from\neBliss. The Company and eBliss deem the LOI’s ‘no shop’ provision to supersede the Note’s ‘no shop’\nprovision.\n\n \n\n*Notice*:\nThe above summary of the LOI does not constitute a complete description of the above terms and conditions of the LOI or describe all\nits terms and conditions. The above summary is qualified in its entirety by reference to the LOI, which is filed as Exhibit 10.1 to this\nForm 8-K. The LOI is being filed to provide investors with information regarding its terms and conditions. It is not intended to provide\nany other information about the parties to the LOI. In particular, the representations, warranties, covenants and agreements contained\nin the LOI, which are made only for purposes of the LOI and as of specific dates, are solely for the benefit of the parties to the LOI,\nmay be subject to limitations agreed upon by the contracting parties (including being qualified by confidential disclosures made for\nthe purposes of allocating contractual risk between the parties to the LOI instead of establishing these matters as facts) and may be\nsubject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, security holders\nand reports and documents filed with the Commission by the Company. Investors and security holders are not third-party beneficiaries\nunder the LOI and should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations\nof the actual state of facts or condition of any party to the LOI or the prospects for any Acquisition Transactions. The representations,\nwarranties, covenants and agreements and other terms of the LOI may be subject to subsequent waiver or modification. Moreover, information\nconcerning the subject matter of the representations and warranties and other terms may change after the date of the LOI or the date\nof the filing of this Form 8-K, which subsequent information may or may not be fully reflected in the Company’s public disclosures\nor filings with the Commission.\n\n \n\n*No\nOffer or Solicitation*. This Form 8-K and Exhibit 10.1 to this Form 8-K are for information purposes only and are not intended to\nand do not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire,\nsubscribe for, sell or otherwise dispose of any Company securities, or the solicitation of any vote or approval in any jurisdiction for\nany transactions by Company shareholders, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention\nof applicable law.\n\n \n\n*Cautionary\nNote Regarding Forward-Looking Statement*. This Form 8-K, including Exhibit 10.1, contains or may contain forward-looking statements\nthat relate to future events. Words such as “expect,” “estimate,” “project,” “budget,”\n“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”\n“should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions\nare intended to identify such forward-looking statements. The Company cautions readers that such statements are simply predictions and\nactual events or results may differ materially. These statements reflect the Company’s current expectations, and the Company does\nnot undertake to update or revise these forward-looking statements, even if experience or future changes make it clear that any projected\nresults expressed or implied in this or other Company statements will not be realized. The statements also involve risks and uncertainties,\nmany of which are beyond the Company’s control or ability to predict or foresee, which could cause actual results to differ materially\nfrom any results implied or deemed to be implied by the forward-looking statements. As such, no one should rely on forward looking statements\nin making any investment decision. The presence of a ‘no shop’ provision is not a legally binding obligation to consummate\nor enter into any agreement to consummate any Acquisition Transactions or other significant corporate transactions. For a description\nof additional factors that may cause the Company’s actual events or results to differ from any forward-looking statements, please\nreview the information set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial\nCondition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for fiscal year ended December\n31, 2025, filed on April 1, 2026, and other public reports filed with the Commission. The Company’s Common Stock is a ‘penny\nstock’ under rules of the Commission and, as such, is a highly risky investment that should not be considered by investors who\nrequire liquidity in an investment or cannot afford the total loss of their investment. The Company’s Common Stock has no primary\nmarket makers or institutional investor market support and the Company’s Common Stock is vulnerable to unpredictable, significant\nfluctuations in price and trading volume. Further, the Company’s independent public accounting firm expressed a ‘going concern’\ncaution about the Company in that auditor’s letter for the Company’s financial statements in the Company’s Annual Report\non Form 10-K for the fiscal year ended December 31, 2025. The Company relies on third party debt funding to sustain corporate operations,\nwhich funding may not be available at all in the future or may not be available in sufficient amounts, in a timely basis or on affordable\nterms."}