Current Report Filing (8-k)
May 17 2019 - 4:01PM
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): May 15, 2019
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. ☐
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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Item
1.01 Entry into a Material Definitive Agreement.
On
May 15, 2019, C-Bond Systems, Inc., (the “Company”) entered into a Securities Purchase Agreement (the “SPA”)
with Power Up Lending Group Ltd., (“Power Up”), pursuant to which the Company issued a convertible promissory note
(the “Note”) for an aggregate principal amount of $63,600 to Power Up, for which it received $50,000. The Note
bears interest at 4% per annum and becomes due and payable on May 15, 2020. In accordance with the SPA and the Note, Power
Up, after six months from the date of the Note, will have the right to convert any amount outstanding under the Note into shares
of the Company’s common stock at a price equal to 81% of the average of the lowest two closing bid prices of the common
stock for the 10 prior trading days. The Company may prepay the Note at any time prior to its six-month anniversary, subject to
pre-payment charges as detailed in the Note.
The
SPA and Note contain customary representations, warranties and covenants, including certain restrictions on the Company’s
ability to sell, lease or otherwise dispose of any significant portion of its assets. Power Up also has the right of first refusal
with respect to any future equity (or debt with an equity component) offerings of less than $100,000 conducted by the Company
until the six-month anniversary of the Note. The SPA and the Note also provide for certain events of default, including, among
other things, payment defaults, breaches of representations and warranties, bankruptcy or insolvency proceedings, delinquency
in periodic report filings with the Securities and Exchange Commission, and cross default with other agreements. Upon the occurrence
of an event of default, Power Up may declare the outstanding obligations due and payable at significant applicable default rates
and take such other actions as set forth in the Note.
The
discussion herein regarding the SPA and the Note is qualified in its entirety by reference to the SPA 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 relating to the agreements with Power Up 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:
May 17, 2019
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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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2
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