Current Report Filing (8-k)
October 23 2020 - 5:00PM
Edgar (US Regulatory)
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):
October 20, 2020
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
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification Number)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
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
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Not applicable
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Not applicable
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Not applicable
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Item 1.01 Entry into a Material Definitive Agreement.
On October 20, 2020, C-Bond
Systems, Inc. (the “Company” or “C-Bond”) entered into a Subscription Agreement (“Subscription Agreement”)
with an existing accredited investor (the “Investor”) whereby the Investor agreed to purchase 2,000 shares of the Company’s
Series C Preferred Stock for $200,000, or $100.00 per share (the “Stated Value”). The Investor’s 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. The Investor represented that it was an accredited investor (as defined by Rule
501 under the Securities Act) at the time of the Subscription Agreement. On October 21, 2020, the Company received net proceeds
of $200,000.
The discussion herein regarding
the Subscription Agreement is qualified in its entirety by reference to the Subscription Agreement attached hereto as Exhibit 10.1.
The discussion herein regarding the Series C Preferred Stock is qualified in its entirety by reference to the Certificate of Designations,
Preferences, Rights and Limitations of Series C Preferred Stock filed previously as Exhibit 3.1 to the Current Report on Form 8-K
filed on August 25, 2020.
Item 3.02. Unregistered Sales of Equity
Securities.
The information provided
under Item 1.01 herein is incorporated into this Item 3.02 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.
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C-Bond Systems, Inc.
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Date: October 23, 2020
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By:
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/s/ Scott R. Silverman
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Name:
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Scott R. Silverman
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Title:
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Chief Executive Officer
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C Bond Systems (PK) (USOTC:CBNT)
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