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: ~~March~~April 2530, 2025 (Earliest Event Date requiring this Report: ~~March~~April 2129, 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 14.01 ~~Entry~~Changes ~~into~~in a Material Definitive Agreement. . On March 21, 2025, Capstone Companies, Inc. (“Company”) entered into License Agreement with T&B Media, Ltd., a U.K. company, (“T&B”) (“License Agreement”) whereby T&B received a limited, exclusive, non-transferable, worldwide license (“License”) to promote, market, sell, distribute, produce and manufacture the CompanyRegistrant’s ~~Connected~~Certifying ~~Chef kitchen tablet (“Connected Chef”)~~Accountant. Under the License, Company would receive a license fee of $15 for each Connected Chef sold and received by a buyer. Promotion, marketing and sale of the Connected Chef is subject to finalizing production arrangements with the contract manufacturer of the Connected Chef. The term of the License is 5 years plus one (1) year, post-termination extension to permit sell off of any inventory.

~~The~~Resignation Connected Chef, a purpose-built kitchen tablet with an accessory platform to accommodate food prep accessories such as a cutting board, was developed to bring Internet connectivity in a device designed to withstand the conditions in a kitchen. The Connected Chef has Google mobile service allowing for pre-installation of ~~specific~~Independent ~~Google~~Registered ~~LLC~~Public ~~applications, including Playstore, voice assistant and YouTube. Google LLC is a subsidiary of Alphabet, Inc.~~Accounting ~~and~~Firm ~~“Playstore” and “YouTube” are trade names of Google LLC.~~

~~The~~On ~~License~~April is29, ~~the~~2025, ~~result~~in ~~of the ongoing pursuit of~~conjunction ~~licensing~~with ~~the~~its ~~Connected~~exit ~~Chef~~from asproviding aaudit ~~revised~~services ~~business strategy for the Company’s consumer product business in 2024. Licensing strategy is designed~~ to ~~eliminate~~publicly ortraded ~~reduce~~companies, ~~the~~Assurance ~~overhead~~Dimensions, ~~costs~~LLC, ofalso ~~the~~doing ~~Company~~business ~~producing~~as ~~and~~McNamara ~~direct selling of consumer products~~and Associates, ~~which~~LLC ~~was~~(“Assurance ~~the former~~Dimensions”) ~~business~~resigned ~~strategy~~from ofits ~~the~~role ~~Company~~as ~~prior~~independent toregistered ~~2024.~~public ~~The~~accounting ~~Company’s~~firm ~~primary~~for ~~business strategy is Company’s health~~Capstone Companies, ~~fitness and social activities facility business program~~Inc. ~~The~~(the “Company ~~needs additional working capital funding to fully fund both business lines throughout 2025~~).

The ~~above~~reports ~~summary~~ of Assurance Dimensions on the ~~License~~Company’s ~~Agreement~~consolidated financial statements for the two most recent fiscal years ended December 31, 2024 and ~~License~~December 31, is2023 ~~qualified~~did innot ~~its~~contain ~~entirety~~an byadverse ~~reference~~opinion toor ~~the~~a ~~License~~disclaimer ~~Agreement~~of opinion, ~~which~~nor iswere ~~attached~~they asqualified ~~Exhibit~~or ~~10.1~~modified as to ~~this~~uncertainty, ~~Current~~audit ~~Report~~scope or onaccounting ~~Form 8-K~~principles.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and during the subsequent interim period through April 29, 2025, there were (1) no disagreements within the meaning of Item ~~7.01.~~304(a)(1)(iv) of Regulation FDS-K, ~~Disclosure.~~between ~~The~~the Company ~~issued~~and Assurance Dimensions aon ~~press~~any ~~release~~matter onof ~~March~~accounting 25principles or practices, ~~2025~~financial statement disclosures, ~~announcing~~or auditing scope or procedures, which disagreements, if not resolved to the ~~License~~satisfaction ~~Agreement.~~of ~~The~~Assurance ~~press~~Dimensions, ~~release~~would ishave ~~attached~~caused asAssurance ~~Exhibit~~Dimensions ~~99.1~~to make reference to ~~this~~the ~~Form~~subject 8matter of the disagreements in connection with its reports for such years and interim period, and (2) no reportable events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

The ~~press~~Company ~~release~~provided ~~attached~~Assurance Dimensions aswith ~~Exhibit~~a ~~99.1~~copy toof this Current Report on Form 8-K ~~and~~prior ~~the~~to ~~information~~its infiling ~~this~~with ~~Item~~the 7U.01S. ~~shall~~Securities ~~not~~and beExchange ~~deemed~~Commission (“~~filed~~SEC”) and ~~for~~requested ~~purposes~~that ofAssurance ~~Section~~Dimensions 18furnish of the ~~Securities~~Company ~~Exchange Act~~with ofa ~~1934,~~letter asaddressed ~~amended~~to (the ~~“Exchange~~SEC ~~Act”),~~stating whether or ~~incorporated~~not byAssurance ~~reference~~agrees with ~~in any filing under~~ the ~~Securities~~above ~~Act~~statements. ofThe ~~1933, as~~letter ~~amended,~~from orAssurance ~~the~~is ~~Exchange~~filed ~~Act,~~with ~~except~~this asCurrent ~~shall~~Report beon ~~expressly~~Form ~~set~~8-K ~~forth~~as byExhibit ~~specific reference in such a filing~~16.1.

~~FORWARD~~Resignation ~~LOOKING STATEMENTS. Except for statements~~ of ~~historical fact~~Independent inRegistered ~~this~~Public ~~Form 8-K, the information contained above contains forward-looking statements, which statements are characterized by words~~Accounting ~~like~~Firm “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. The success of the License will depend, in part, on the efforts of T&B, finalizing production of the Connected Chef product in a timely, affordable manner and consumer demand for the product. T&B’s performance in consumer products is not indicative of or a prediction of results for the Connected Chef. Since there is no existing sales history for the Connected Chef, the Company cannot predict sales for the Connected Chef or level of consumer interest in such a product. The Company has a funding commitment for funding basic corporate overhead for compliance with reporting requirements under the Securities Exchange Act of 1934 and other related, essential compliance costs through the third fiscal quarter of 2025, but the Company has not yet secured working capital funding for basic corporate compliance overhead beyond the third fiscal quarter of 2025 or to fully fund its health, fitness and social activities business line. Adequate, timely and affordable third-party working capital funding is needed to sustain and adequately fund Company’s operations throughout 2025, especially since the Company has not established, as of the date of this Form 8-K, a revenue flow sufficient to fund projected working capital needs in 2025. The Company is also a “penny stock” company with limited public market liquidity and no primary market makers. 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 require greater liquidity than may be available for the Common Stock. The risk factors in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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.

~~Item~~On ~~9.01.~~April ~~Financials~~29, 2025, the Company engaged Stephano Slack LLC (“Stephano Slack”) as the Company’s new independent registered public accounting firm for the fiscal quarter ending March 31, 2025, June 30, 2025 and ~~Exhibits~~September 30, 2025.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and during the subsequent interim period through April 29, 2025, neither the Company, nor anyone on its behalf, has consulted Stephano Slack with respect to (d1) ~~Exhibits~~the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company nor oral advice was provided to the Company that Stephano Slack concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Exhibit Number	Exhibit Description
99.1	Press Release, dated March 25, 2025, by Capstone Companies, Inc. re: License Agreement with T&B Media, Ltd. for Connected Chef Kitchen Tablet
10.1	License Agreement, signed March 21, 2025, by Capstone Companies, Inc. and T&B Media, Ltd.

Item 9.01. Financial Statements and Exhibits.

~~SIGNATURE~~(d) Exhibits.

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.

Exhibit No.

Description

16.1

Letter from Assurance Dimensions, LLC, dated April 30, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~CAPSTONE COMPANIES, INC., A FLORIDA CORPORATION~~SIGNATURE

~~By:~~Pursuant to ~~/s/~~the ~~Stewart~~requirements ~~Wallach~~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.

~~Stewart~~CAPSTONE COMPANIES, ~~Wallach~~INC., ~~Chairman~~A ofFLORIDA ~~the Board of Directors~~CORPORATION

~~Dated~~By: ~~March~~/s/ ~~25,~~Stewart ~~2025~~Wallach

~~EXHIBIT~~Stewart ~~INDEX~~Wallach, Chairman of the Board of Directors

Exhibit Number	Exhibit Description
99.1	Press Release, dated March 25, 2025, by Capstone Companies, Inc. re: License Agreement with T&B Media, Ltd. for Connected Chef Kitchen Tablet
10.1	License Agreement, signed March 21, 2025, by Capstone Companies, Inc. and T&B Media, Ltd.

Dated: April 30, 2025

Filing Compare · CAPSTONE COMPANIES, INC.