Current Report Filing (8-k)
January 19 2023 - 4:16PM
Edgar (US Regulatory)
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0001421636
2023-01-17
2023-01-17
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xbrli:shares
iso4217:USD
xbrli:shares
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 (Date of earliest event reported): January 17, 2023
C-Bond
Systems, Inc.
(Exact
name of registrant as specified in its charter)
Colorado |
|
0-53029 |
|
26-1315585 |
(State or Other Jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
of Incorporation) |
|
|
|
Identification Number) |
6035
South Loop East, Houston, TX 77033
(Address
of principal executive offices) (zip code)
(832)
649-5658
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address if Changed Since Last Report)
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 Instruction 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Not applicable |
|
Not applicable |
|
Not applicable |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐
Item
1.01. Entry into Material Definitive Agreement
On
January 17, 2023, C-Bond Systems, Inc. (the “Company” or “C-Bond”) entered into a Subscription Agreement with
its Chairman and Chief Executive Officer, Scott R. Silverman (the “Subscription Agreement”), whereby Mr. Silverman purchased
54,545,455 shares (the “Subscription Shares”) of the Company’s common stock, par value $0.001 (the “Common Stock”),
for $300,000, or $0.0055 per share, the closing price of the Company’s Common Stock on the date of the Subscription Agreement (the
“Consideration”). The Consideration consisted of $275,000 paid to the Company via wire transfer and the conversion of $25,000
of accrued compensation owed to Mr. Silverman.
The
Subscription Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities
laws of any state, and were offered and sold in reliance on the exemption from registration under the Securities Act provided by Section
4(a)(2) and Regulation D (Rule 506) under the Securities Act. Mr. Silverman represented that he is an accredited investor (as defined
by Rule 501 under the Securities Act) at the time of the Subscription Agreement.
The
information provided under Item 5.02 herein is incorporated into this Item 1.01 by reference.
The
foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Subscription Agreement, filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
3.02. Unregistered Sales of Equity Securities.
The
information provided under Item 1.01 and Item 5.02 herein is incorporated into this Item 3.02 by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
January 17, 2023, Mr. Silverman elected to convert $25,000 of accrued compensation into shares of the Company’s unregistered Common
Stock as discussed under Item 1.01. Also on January 17, 2023, Barry Edelstein, a member of the Company’s Board of Directors, elected
to convert $53,000 of accrued compensation into 9,636,364 shares of unregistered Common Stock. The Board of Directors of the Company
approved the issuance of the shares to Mr. Silverman and Mr. Edelstein and the shares were valued at $0.0055 (the closing price of the
Company’s stock on the date hereof), which is the same per share price as the Subscription Amount described in Item 1.01.
The
information provided under Item 1.01 herein is incorporated into this Item 5.02 by reference.
Item
9.01. Financial Statements and Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
C-Bond Systems, Inc. |
|
|
|
Date: January 19, 2023 |
By: |
/s/ Scott
R. Silverman |
|
Name: |
Scott R. Silverman |
|
Title: |
Chief Executive Officer |
2
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