CAPSTONE COMPANIES, INC. (OTCMKTS:CAPC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On September 15, 2017, Capstone Companies, Inc., a Florida corporation, ("Company") closed a Conversion and Option Agreement, dated September 13, 2017, with Company Director Jeffrey Postal ("Agreement") whereby: (1) Mr. Postal cancelled $217,500 in debt owed to him by the Company under a promissory note in exchange for issuance of, and as payment for, 500,000 shares of Company Common Stock, $0.0001 par value per share, ("Common Stock"), which shares were issuable under granted non-qualified stock options; and (2) Mr. Postal cancelled $23,400 of debt owed to him by the Company to purchase 50,000 shares of Common Stock from the Company. The per share purchase price of the 50,000 shares of Common Stock was $0.468 and the exercise price of the stock option for 500,000 shares of Common Stock was $0.435.
The Agreement was approved by the disinterested Board of Directors of the Company at a special board meeting on September 8, 2017.
The Company and Mr. Postal entered into the Agreement to (1) pay debt owed to Mr. Postal, who had loaned the money to the Company for working capital, and (2) to conserve Company cash reserves and cash flow by issuing stock in lieu of cash payments.
The Company owes a balance of $138,418 to Mr. Postal under the original promissory note that was paid in full on September 14, 2017.
The closing of the Agreement was delayed by the impact of Hurricane Irma on South Florida, which is the location of the Company and Mr. Postal, from September 9, 2017 into September 12, 2017.
Item 3.02 Unregistered Sales of Equity Securities.
As disclosed in Item 1.01 above, the Company entered into the Agreement to issue a total of 550,000 shares of Common Stock to Jeffrey Postal, an outside director of the Company. The shares of Common Stock will be issued in reliance on an exemption from registration under Section 4(a)(2) and Rule 506(b) of Regulation D under the Securities Act of 1933, as amended. The shares of Common Stock are "restricted securities" under Rule 144 of the Securities Act of 1933, as amended.
ITEM 9.01. Financial Statements and Exhibits.
EXHIBIT NUMBER |
EXHIBIT DESCRIPTION |
10.1 |
Conversion and Option Agreement, dated September 13, 2017, by Capstone Companies, Inc. and Director Jeffrey Postal |
CAPSTONE COMPANIES, INC. Exhibit
EX-10.1 2 form8k091517ex10-1.htm Conversion and Option Agreement This Conversion and Option Agreement (” Agreement”),…
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About CAPSTONE COMPANIES, INC. (OTCMKTS:CAPC)
Capstone Companies, Inc. (CAPC) is a holding company. The Company designs and manufactures a line of specialty power failure lighting solutions and other specialty consumer products for the North American and Global retail markets through its operating subsidiary. Its product line consists of consumer lighting products, including power failure multi-function handheld lights, power failure multi-function nightlights and wall-plates, decorative nightlights, wireless motion sensor lights, remote control battery powered accent lights and remote control outlets. Its products are sold under Capstone Industries, Inc. (CAPI) brand name, Capstone Lighting, and also under a licensed brand. The Company oversees the manufacturing of its products through its three operating subsidiaries: CAPI, Capstone International H.K Ltd. (CIHK) and Capstone Lighting Technologies, Inc. (CLTL). The Company is focused on establishing relationships with international, national and regional retailers.