CAPSTONE COMPANIES, INC. 8-K

What Happened
Capstone Companies, Inc. (CAPC) filed an 8-K (Item 1.01) reporting that on May 14, 2026 it entered a letter of intent (LOI) with eBliss Global, Inc. to negotiate a possible acquisition of 100% of eBliss’s common stock. The parties will conduct mutual due diligence and have an exclusivity period from May 14, 2026 through 7:00 p.m. (Miami time) on July 31, 2026 to try to agree on terms for a transaction intended to qualify as a tax-free stock-for-stock reorganization (IRC Section 351) or similar. The LOI is non-binding and neither party is currently committed to complete a transaction.

Key Details

• Exclusivity Period: May 14, 2026 to July 31, 2026 (ends 7:00 p.m., Miami time).
• Target: Negotiations concern acquisition of 100% of issued eBliss common stock in a stock-for-stock reorganization.
• No-shop and notice: Both parties agreed not to solicit competing acquisition proposals during the exclusivity period and must notify the other within 48 hours of any third‑party contact.
• Termination & fees: Either party may terminate the LOI with 35 days’ written notice; there is no break-up or termination fee.
• Prior related item: Capstone previously received a $250,000 unsecured lump-sum promissory note from eBliss on March 4, 2026; the parties state the LOI’s no‑shop provision supersedes the Note’s provision.
• Status: LOI is not a definitive agreement; no legally binding agreement exists as of the filing.

Why It Matters
This LOI marks the start of formal negotiations and due diligence toward a potential acquisition that could change Capstone’s business profile if completed. However, the agreement is expressly non-binding and contains an exclusivity/no‑shop clause that limits Capstone’s ability to pursue other offers during the set period. Investors should note the early-stage nature of the arrangement and the company’s prior disclosures: Capstone’s common stock is a penny stock, the company disclosed a going-concern warning in its 2025 10-K, and it relies on third-party debt for operations. There is no assurance a transaction will be reached or completed.