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)




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