Current Report Filing (8-k)
April 07 2023 - 4:16PM
Edgar (US Regulatory)
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2023-04-04
2023-04-04
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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):
April 4, 2023
C-Bond Systems, Inc.
(Exact name of registrant as specified in its charter)
Colorado |
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0-53029 |
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26-1315585 |
(State or Other Jurisdiction |
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(Commission File Number) |
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(IRS Employer |
of Incorporation) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Not applicable |
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Not applicable |
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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 a Material Definitive
Agreement.
On April 4, 2023, C-Bond Systems,
Inc. (the “Company”) entered into a Secured Promissory Note (the “Note”) in the amount of $175,000 with a private
investor (the “Lender”) and received net proceeds of $175,000 on April 6, 2023. The Note accrues interest at 8% per annum,
compounded annually, and all outstanding principal and accrued interest is due and payable of April 4, 2025. At any time, the Company
may prepay all or any portion of the principal amount of the Note and any accrued and unpaid interest without penalty. As security for
payment of the principal and interest on the Note, the Company and the Lender previously entered into that certain Loan and Security Agreement
dated May 10, 2021 (the “Loan Agreement”), which is incorporated into the Note. The Loan Agreement and Note contain customary
representations, warranties, and covenants, including certain restrictions on the Company’s ability to incur additional debt or
create liens on its property. The Loan Agreement and the Note also provide for certain events of default, including, among other things,
payment defaults, breaches of representations and warranties and bankruptcy or insolvency proceedings, the occurrence of which, after
any applicable cure period, would permit Lender, among other things, to accelerate payment of all amounts outstanding under the Loan Agreement
and the Note, as applicable, and to exercise its remedies with respect to the collateral.
The Loan Agreement and Note
contain customary representations, warranties, and covenants, including certain restrictions on the Company’s ability to incur additional
debt or create liens on its property. The Loan Agreement and the Note also provide for certain events of default, including, among other
things, payment defaults, breaches of representations and warranties and bankruptcy or insolvency proceedings, the occurrence of which,
after any applicable cure period, would permit Lender, among other things, to accelerate payment of all amounts outstanding under the
Loan Agreement and the Note, as applicable, and to exercise its remedies with respect to the collateral.
The discussion herein regarding
the Loan Agreement and Note is qualified in its entirety by reference to the Loan Agreement and the Note attached hereto as Exhibits 10.1,
and 4.1, respectively.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in
Item 1.01 of this Current Report on Form 8-K is incorporated herein 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.
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C-Bond Systems, Inc. |
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Date: April 7, 2023 |
By: |
/s/ Scott R. Silverman |
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Name: |
Scott R. Silverman |
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Title: |
Chief Executive Officer |
2
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