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Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): December 4, 2023


C-Bond Systems, Inc.

(Exact name of registrant as specified in its charter)


Colorado   0-53029   26-1315585
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification Number)


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):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Not applicable   Not applicable   Not applicable


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. ☐







Item 1.01 Entry into a Material Definitive Agreement.


On December 4, 2023, C-Bond Systems, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with Mercer Street Global Opportunity Fund, LLC (the “Investor”) to eliminate the convertible features and implement a standstill on the interest due under the Convertible Promissory Note Dated October 15, 2021 (the “Note”). This Note is the only remaining convertible note on the Company’s balance sheet.


Per the terms of the Agreement, provided that the Company continues making the Payments as outlined in the Agreement and meets its obligations under the Agreement, the Investor shall not have the right to convert the Note into the Company’s common stock. The Company shall make the Payments on the 15th of every month. “Payments” shall mean $15,000 per month for 35 months with a balloon payment of $580,090 on the 36th month. Additionally, provided that the Company is in compliance with the Agreement, the Investor agreed to a standstill on the interest due under the Note beginning with the date that the first Payment is made.


The discussion herein regarding the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement attached hereto as Exhibit 10.1.


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


10.1   Form of Letter Agreement by and between the C-Bond Systems, Inc. and Mercer Street Global Opportunity Fund, LLC dated December 4, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


  C-Bond Systems, Inc.
Date: December 6, 2023 By: /s/ Scott R. Silverman
  Name:  Scott R. Silverman
  Title: Chief Executive Officer