Current Report Filing (8-k)
November 20 2018 - 4:33PM
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): November 14, 2018
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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☐
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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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☐
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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. ☐
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K (this “Report”) and any related statements of representatives and partners of the Company
contain, or may contain, among other things, certain “forward-looking statements” within the meaning of Section 27A
of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). Such forward-looking statements involve significant risks and uncertainties.
Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections,
expectations and intentions and other statements identified by words such as “projects,” “may,” “will,”
“could,” “would,” “should,” “believes,” “expects,” “anticipates,”
“estimates,” “intends,” “plans,” or similar expressions. These statements are based upon the
current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including
those detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”), including in
the Risk Factors of its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K. Actual
results may differ significantly from those set forth in the forward-looking statements. These forward-looking statements involve
certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s
control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Item
1.01 Entry into a Material Definitive Agreement.
On
November 14, 2018, C-Bond Systems, Inc. (the “Company”) entered into a Revolving Credit Facility Loan and Security
Agreement (“Loan Agreement”) and a Secured Promissory Note (the “Note”) with BOCO Investments, LLC (the
“Lender”). Subject to and in accordance with the terms and conditions of the Loan Agreement and the Note, the Lender
agrees to lend to the Company up to $400,000 (the “Maximum Loan Amount”) against the issuance and delivery by the
Company of the Note for use as working capital and to assist in inventory acquisition. The Lender loaned an initial amount of
$200,000 at closing and may loan additional amounts to the Company at any time and from time to time through November 14, 2020,
up to an aggregate amount not to exceed the Maximum Loan Amount. The Company must repay all principle, interest and other amounts
outstanding on or before November 14, 2020. The Company’s obligations under the Loan Agreement and the Note are secured
by a first-priority security interest in substantially all of the Company’s assets (the “Collateral”). The outstanding
principal advanced to Company pursuant to the Loan Agreement bears interest at the rate of 12% per annum, compounded annually.
The Lender is currently a shareholder of the Company that has previously filed a Schedule 13D/A with the SEC on May 10, 2018 and
was previously a related party of the Company prior to the merger on April 25, 2018, as previously disclosed in our Current Report
on Form 8-K filed with the SEC on May 1, 2018.
The
Loan Agreement and Note contain customary representations, warranties and covenants, including covenants requiring the Company
to maintain certain inventory and accounts receivable amounts, 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, including the
sale of 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:
November 20, 2018
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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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