Item 1.01. Entry into Material Definitive Agreement
On January 17, 2023, C-Bond Systems, Inc. (the "Company" or "C-Bond") entered
into a Subscription Agreement with its Chairman and Chief Executive Officer,
Scott R. Silverman (the "Subscription Agreement"), whereby Mr. Silverman
purchased 54,545,455 shares (the "Subscription Shares") of the Company's common
stock, par value $0.001 (the "Common Stock"), for $300,000, or $0.0055 per
share, the closing price of the Company's Common Stock on the date of the
Subscription Agreement (the "Consideration"). The Consideration consisted of
$275,000 paid to the Company via wire transfer and the conversion of $25,000 of
accrued compensation owed to Mr. Silverman.
The Subscription 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. Mr. Silverman represented that he is an accredited investor (as
defined by Rule 501 under the Securities Act) at the time of the Subscription
Agreement.
The information provided under Item 5.02 herein is incorporated into this Item
1.01 by reference.
The foregoing description of the Subscription Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Subscription Agreement, filed as Exhibit 10.1 to this Current Report on Form
8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided under Item 1.01 and Item 5.02 herein is incorporated
into this Item 3.02 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2023, Mr. Silverman elected to convert $25,000 of accrued
compensation into shares of the Company's unregistered Common Stock as discussed
under Item 1.01. Also on January 17, 2023, Barry Edelstein, a member of the
Company's Board of Directors, elected to convert $53,000 of accrued compensation
into 9,636,364 shares of unregistered Common Stock. The Board of Directors of
the Company approved the issuance of the shares to Mr. Silverman and Mr.
Edelstein and the shares were valued at $0.0055 (the closing price of the
Company's stock on the date hereof), which is the same per share price as the
Subscription Amount described in Item 1.01.
The information provided under Item 1.01 herein is incorporated into this Item
5.02 by reference.
Item 9.01. Financial Statements and Exhibits
Exhibit
Number Description
10.1 Subscription Agreement, dated January 17, 2023, between C-Bond
Systems, Inc. and Scott R. Silverman
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
1
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