Item 1.01 Entry into a Material Definitive Agreement.

On September 1, 2017, Carbon Sciences, Inc., a Nevada corporation (the “Company”), entered into a term sheet (“Term Sheet”) with Glanz, Inc. dba Corner Media, a Delaware corporation (“Glanz”) pursuant to which Glanz agreed to sell all of its assets to a newly formed wholly owned subsidiary of the Company (“Newco”) in consideration for 50,000 shares of a new series of convertible preferred stock to be authorized by the Company’s board of directors (the “Shares”). Each Share will be convertible into 2,500 shares of the Company’s common stock. The Shares will not be entitled to dividends or have voting rights, but will have a liquidation preference in the event of a liquidation or similar event. The Shares will also be subject to a two year lock-up during which period the Shares may not be sold or converted into shares of the Company’s common stock.

Upon the closing of the transaction (the “Closing”), Newco will assume approximately $500,000 of liabilities, including $10,000 of accrued compensation owed to Joseph Kunigonis, the president of Glanz, $300,000 of principal due to Orchestra Financial LLC pursuant to a revolving line of credit, and approximately $190,000 of accounts payable. Joseph Kunigonis and Thomas Farasy, the chief operating officer of Glanz, will enter into employment relationships with the Company and receive stock options upon the Closing. After the Closing, the Company will engage and pay for an independent audit firm to audit Glanz’s books and records for the last two years. The Closing is subject to the Company’s satisfactory due diligence and review of Glanz’s financial books and records.

Glanz is a location-based digital media company in the out-of-home (“OOH”) sector. Founded in 2011, Glanz partners with real estate owners of premier, high pedestrian traffic venues, which helps to free advertisers from the constraints of traditional out-of-home (“OOH”) media, enabling them to reach the right consumers, at the right time, in the right place.

This brief description of the Term Sheet is only a summary of the material terms and is qualified in its entirety by reference to the full text of the Term Sheet as attached to this Current Report on Form 8-K as Exhibit 10.1.