Capstone Companies, Inc.
A designer and distributor of consumer gadgets based in Deerfield Beach, Florida, this company is known for products like the Capstone Connected Smart Mirror, a touchscreen that doubles as a tablet, alongside LED lighting and security devices. Founded in 1986 as CHDT Corporation, it took the Capstone name in 2012 and operates through its subsidiary Capstone Industries. The name "Capstone" comes from architecture, where the capstone is the final stone that crowns a building.
(a) and (b). The shares of Series B-1 Stock are being acquired for investment purposes only and solely for Reporting Person's own account. Under a December 20, 2024, Cancellation Agreement with CAP, Reporting Person was issued 181,674 shares of Series B-1 Stock shares to cancel a debt of $887,763.00 (constituting money loaned to CAP). Reporting Person owned an additional 7,500 shares of Series B-1 Stock issued in connection with the loaned amounts and issued prior to the issuance of the 181,674 shares of Series B-1 Stock. The shares of Series B-1 Stock are restricted securities under Rule 144 of the Securities Act.
The shares of Series B-1 Stock are being acquired for investment purposes only and solely for Stewart Wallach's own account and for GNexus' own investment account. The disclosures in Item 3 above are incorporated by reference in this Item 4. Item 5. Interest in Securities of the Issuer: (a) Mr. Wallach has sole voting and dispositive power over the shares of Series B-1 Stock issued to him and to GNexus, which shares in the aggregate represent approximately 57% of the issued and outstanding shares of Series B-1 Stock as of December 20, 2024 (based on 764,805 shares of Series B-1 Stock being issued and outstanding). If Mr. Wallach converts all of the shares of Series B-1 Stock issued to GNexus and him, which conversion is subject to a lock-up described in Item 3 above, he would control 28,637,775 shares of Common Stock. Mr. Stewart Wallach also owns an additional 7,500 shares of Series B-1 Stock. If the 7,500 shares of Series B-1 Stock was also converted by Mr. Wallach, and these shares are not subject toa lockup, Mr. Wallach would in aggregate control 28,471,085.94 shares of Common Stock, which, assuming conversion of all issued and outstanding shares of Series B-1 Stock would equal approximately 29% of the then issued and outstanding shares of Common Stock. With shares of Common Stock owned by Mr. Wallach prior to December 20, 2024, if added to the shares of Common Stock issuable under the Series B-1 Stock controlled by Mr. Wallach (including shares of Series B-1 Stock by GNexus), then Mr. Wallach would control a total of 33,594,853 shares of Common Stock, which would equal approximately 34% of the issued and outstanding shares of Common Stock (based on 98826,858 shares of issued and outstanding shares of Common Stock). (b) Series B-1 Stock shares have no voting rights - but if converted into Common Stock, then Mr. Wallach would have sole voting power over all shares of Common Stock issued in the conversion. If all shares of Series B-1 Stock issued to Mr. Wallach and issued to GNexus are converted, Mr. Wallach would control a total of shares of Common Stock with each share having one vote per share, and Reporting Person would have sole voting power over the shares of Common Stock. There is no shared voting or shared dispositive over the shares of Series B-1 Stock. Stewart Wallach beneficially owns 9,831,745 shares of Common Stock, which is 20.1% of the issued and outstanding shares of Common Stock (based on 48,826,864 shares as reported in the Form 10-Q Report filed by the Company with the Commission on November 14, 2024). Stewart Wallach and GNexus acquired and holds the shares of Series B-1 Stock for investment purposes, for his or its own account and with no intent to distribute the shares, which investment intent applies to any shares of Common Stock issued in a conversion of the shares of Series B-1 Stock. (c) Item 4 above describes all transactions in Company's securities by Stewart Wallach and GNexus in past 60 days. Stewart Wallach and GNexus may make open market purchases of Company's Common Stock in the future for investment purposes. (d) and (e). Not Applicable.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Valente Christopher Radford | 13GPassive | 5% | 2.45M | Mar 23, 2026 |
| Ems Rodney Christopher | 13GPassive | 5.1% | 2.54M | Mar 26, 2025 |
| Jeffrey Postal | 13D/AActivist | 18.5% | 9.03M | Jan 8, 2025 |
(a) and (b). The shares of Series B-1 Stock are being acquired for investment purposes only and solely for Reporting Person's own account. Under a December 20, 2024, Cancellation Agreement with CAP, Reporting Person was issued 181,674 shares of Series B-1 Stock shares to cancel a debt of $887,763.00 (constituting money loaned to CAP). Reporting Person owned an additional 7,500 shares of Series B-1 Stock issued in connection with the loaned amounts and issued prior to the issuance of the 181,674 shares of Series B-1 Stock. The shares of Series B-1 Stock are restricted securities under Rule 144 of the Securities Act. | ||||
| CAPSTONE COMPANIES, INC. | 13D/AActivist | 19.8% | 9.83M | Dec 26, 2024 |
The shares of Series B-1 Stock are being acquired for investment purposes only and solely for Stewart Wallach's own account and for GNexus' own investment account. The disclosures in Item 3 above are incorporated by reference in this Item 4. Item 5. Interest in Securities of the Issuer: (a) Mr. Wallach has sole voting and dispositive power over the shares of Series B-1 Stock issued to him and to GNexus, which shares in the aggregate represent approximately 57% of the issued and outstanding shares of Series B-1 Stock as of December 20, 2024 (based on 764,805 shares of Series B-1 Stock being issued and outstanding). If Mr. Wallach converts all of the shares of Series B-1 Stock issued to GNexus and him, which conversion is subject to a lock-up described in Item 3 above, he would control 28,637,775 shares of Common Stock. Mr. Stewart Wallach also owns an additional 7,500 shares of Series B-1 Stock. If the 7,500 shares of Series B-1 Stock was also converted by Mr. Wallach, and these shares are not subject toa lockup, Mr. Wallach would in aggregate control 28,471,085.94 shares of Common Stock, which, assuming conversion of all issued and outstanding shares of Series B-1 Stock would equal approximately 29% of the then issued and outstanding shares of Common Stock. With shares of Common Stock owned by Mr. Wallach prior to December 20, 2024, if added to the shares of Common Stock issuable under the Series B-1 Stock controlled by Mr. Wallach (including shares of Series B-1 Stock by GNexus), then Mr. Wallach would control a total of 33,594,853 shares of Common Stock, which would equal approximately 34% of the issued and outstanding shares of Common Stock (based on 98826,858 shares of issued and outstanding shares of Common Stock). (b) Series B-1 Stock shares have no voting rights - but if converted into Common Stock, then Mr. Wallach would have sole voting power over all shares of Common Stock issued in the conversion. If all shares of Series B-1 Stock issued to Mr. Wallach and issued to GNexus are converted, Mr. Wallach would control a total of shares of Common Stock with each share having one vote per share, and Reporting Person would have sole voting power over the shares of Common Stock. There is no shared voting or shared dispositive over the shares of Series B-1 Stock. Stewart Wallach beneficially owns 9,831,745 shares of Common Stock, which is 20.1% of the issued and outstanding shares of Common Stock (based on 48,826,864 shares as reported in the Form 10-Q Report filed by the Company with the Commission on November 14, 2024). Stewart Wallach and GNexus acquired and holds the shares of Series B-1 Stock for investment purposes, for his or its own account and with no intent to distribute the shares, which investment intent applies to any shares of Common Stock issued in a conversion of the shares of Series B-1 Stock. (c) Item 4 above describes all transactions in Company's securities by Stewart Wallach and GNexus in past 60 days. Stewart Wallach and GNexus may make open market purchases of Company's Common Stock in the future for investment purposes. (d) and (e). Not Applicable. | ||||