UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K/A

Amendment Number One 

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 000-28831

CAPSTONE COMPANIES, INC.

(Exact name of small business issuer as specified in its charter)

# 144-V 10 Fairway Drive, Suite 100,  

Deerfield Beach, Florida 33441

(Address of principal executive offices) (Zip Code)

(954) 252-3440

(Small business issuer’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:

Securities registered pursuant to Section 12(g) of the Act:

COMMON STOCK, $0.0001 PAR VALUE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer, emerging growth company or a smaller reporting company. See definitions of “large, accelerated filer”, “accelerated filer”, “emerging growth company” and “smaller reporting Company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting Company ☒ 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. ☐

☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell Company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No ☒

As of June 30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of our common stock issued and outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the common stock on June 30, 2024, as reported on the OTC QB Venture Market, was $358,899  

Number of estimated shares outstanding of the Registrant’s Common Stock as of March 17 , 2025 is 48,826,864.

DOCUMENTS INCORPORATED BY REFERENCE

None

Explanatory Note

This Form 10-K/A, Amendment Number One, (“Form 10-K/A”) is being filed by Capstone Companies, Inc. (“Company”) solely to correct certain inadvertent typographical errors contained on page F-26 and page 62 of the Form 10-K Annual Report for the fiscal year ended December 31, 2024, filed by the Company on March 17, 2025 (“Original Filing”), which typographical errors consisted of: (1) misspelling the first name of Warner Session, a Company Director, as “Warren” in Item 16 and Note 8 of the financial statements of the Original Filing; and (2) listing the correct names and titles of the principal executive officer and principal financial officer in the Exhibit List for Exhibits 31.1, 31.2, 32.1 and 32.2; and (3) adding Exhibit 3.1.1.1.1 to the Exhibit List of the Original Filing to state the location in a SEC filing of the text of a 2023 amendment to the Company’s Amended and Restated Articles of Incorporation, which amendment was filed as Attachment One to the definitive Information Statement filed by the Company with the Commission on May 25, 2023. Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, this Form 10-K/A is signed by a duly authorized representative of the Company. It includes, as Exhibits 31.1, 31.2, 32.1 and 31.2, the certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Form 10-K/A should be read in conjunction with the Company’s other filings with the SEC subsequent to the date of the Original Filing.

Item 15. Exhibits and Financial Statement Schedules

(b) Exhibits. The following exhibit are filed with this Form 10K/A.

3. EXHIBITS

Exhibits Required by Item 601 of Regulation S-K. Pursuant to the Instructions to Exhibits, certain instruments defining the rights of holders of long-term debt securities of the Company and its consolidated subsidiaries are not filed because the total amount of securities authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries on a consolidated basis. A copy of such instrument will be furnished to the Securities and Exchange Commission upon request.

Note: CHDT Corp. is a prior name of Capstone Companies, Inc.

^ Filed Herein.

CAPSTONE COMPANIES, INC.

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, Capstone Companies, Inc. has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Broward County, Florida on this 8th day of April 2025.

By: /s/ Stewart Wallach

Chair of the Board of Directors