CAPC

• The termination is effective upon 35 days prior written notice per Section 6(b) of the Letter of Intent.
• No agreement was reached for any transactions contemplated in the Letter of Intent.
• The termination does not affect the Mutual Non-Disclosure Agreement dated November 17, 2025, or the Unsecured Promissory Note dated March 3, 2026, issued to eBliss.
• Capstone intends to aggressively continue efforts to develop a new business line following the termination.

1.01 Entry into a Material Definitive Agreement

• On May 14, 2026, Capstone Companies, Inc. and eBliss Global, Inc. entered into a letter of intent (LOI) to negotiate a potential acquisition of 100% of eBliss's common stock.
• The LOI establishes an exclusivity period from May 14, 2026 to July 31, 2026, during which both parties will conduct mutual due diligence and refrain from soliciting other acquisition proposals.
• Either party may terminate the LOI without cause upon 35 days' prior written notice, and no break-up or termination fees apply.
• The LOI is non-binding; there is no legally binding agreement or commitment for any acquisition transaction as of the filing date.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• On March 3, 2026, Capstone Companies, Inc. issued an unsecured promissory note to eBliss Global, Inc. for a $250,000 working capital loan, funded on March 4, 2026.
• The loan serves as partial consideration for a 90-day 'no shop' provision, during which Capstone will not entertain third-party transaction proposals, except for superior proposals in the last 30 days if no agreement with eBliss is signed in the first 60 days.
• Capstone will form a special committee of independent directors, Jeffrey Guzy and Warner Session, to discuss potential transactions with eBliss during the no-shop period.
• The no-shop provision is exploratory only; there is no agreement or commitment for any transaction between the parties.

1.01 Entry into a Material Definitive Agreement · 9.01 Financial Statements and Exhibits

• On January 9, 2026, Capstone Companies, Inc. entered into an unsecured promissory note with Coppermine Ventures, LLC for a principal amount of $558,191, replacing a prior note from January 25, 2025.
• The note bears 7% simple annual interest, with principal and interest due in a lump sum on December 31, 2026, extendable to March 1, 2027.
• On January 12, 2026, the company engaged Eschenburg Perez CPA, LLC for accounting services, billed at $275 per hour, with estimated costs of $35,000 for the Form 10-K and $15,000 per Form 10-Q.
• The agreements aim to fund essential corporate maintenance expenses for Q1 2026 and support preparation of fiscal year 2026 SEC filings.

1.01 Entry into a Material Definitive Agreement

• Capstone Companies, Inc. (CAPC) will use the X social media channel (formerly Twitter) at https://x.com/CAPC_Capstone to announce material information.
• Information posted on X is not incorporated by reference into this Form 8-K or any other SEC filing unless expressly stated.
• The disclosure was made under Item 7.01 Regulation FD Disclosure, indicating it is furnished, not filed, for SEC purposes.
• The report was signed by Chairman Stewart Wallach on December 16, 2025.

7.01 Regulation FD Disclosure

• The filing responds to a shareholder inquiry about the company's status in seeking development or acquisition of a new business line.
• Chairman Stewart Wallach confirmed that as of October 15, 2025, there was no change in the status of those development or acquisition efforts.
• The information is furnished under Regulation FD and is not deemed 'filed' for Section 18 of the Exchange Act.
• The company's common stock is quoted on the OTCQB under the symbol 'CAPC'.

7.01 Regulation FD Disclosure

• Assurance Dimensions' reports on Capstone's financial statements for fiscal years ended December 31, 2024 and 2023 contained no adverse opinion, disclaimer, or qualification.
• No disagreements or reportable events occurred between Capstone and Assurance Dimensions during the two most recent fiscal years and the subsequent interim period through April 29, 2025.
• On April 29, 2025, Capstone engaged Stephano Slack LLC as its new independent registered public accounting firm for the quarters ending March 31, June 30, and September 30, 2025.
• Capstone provided Assurance Dimensions with a copy of the Form 8-K and requested a letter, filed as Exhibit 16.1, stating agreement or disagreement with the statements.

4.01 Changes in Registrant's Certifying Accountant

• Capstone will receive a license fee of $15 for each Connected Chef sold and received by a buyer.
• The license term is 5 years plus a one-year post-termination extension to permit sell-off of inventory.
• Promotion, marketing, and sale of the Connected Chef are subject to finalizing production arrangements with the contract manufacturer.
• The licensing strategy is designed to eliminate or reduce overhead costs of producing and directly selling consumer products, while the company's primary focus is its health, fitness, and social activities facility business.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits