Washington, D.C. 20549 


FORM 12b-25



OMB Number: 3235-0058
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(Check one):   Form 10-K ☐  Form 20-F ☐  Form 11-K ☐   Form 10-Q ☐  Form 10-D ☐  Form N-CEN ☐  Form N-CSR
    For Period Ended: December 31, 2021
       Transition Report on Form 10-K
    ☐   Transition Report on Form 20-F
    ☐   Transition Report on Form 11-K
    ☐   Transition Report on Form 10-Q
    For the Transition Period Ended:


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:




C-Bond Systems, Inc.




Full Name of Registrant



Former Name if Applicable


6035 South Loop East




Address of Principal Executive Office (Street and Number)


Houston, TX 77033



City, State and Zip Code





PART II — RULES 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.


  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed date; and
  (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.




The Company is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 within the prescribed time period because additional time is required to finalize its financial statements to be filed as part of the Form 10-K, including in connection with the Company’s examination of certain potential revenue recognition issues. Because the Company has not yet finalized its financial statements to be filed as part of the Form 10-K, as of the date hereof, the Company is unable to determine whether there will be any significant change in results of operations from the corresponding period for the last fiscal year. As previously disclosed by the Company in its current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2022, the Company received an Order Directing Examination and Designating Officers to Take Testimony (a “Formal Order”) from the SEC. The Formal Order authorizes that an examination be made to determine whether a stop order should be issued under Section 8(d) of the Securities Act of 1933, as amended, with respect to the Company’s Registration Statement on Form S-1 (File No. 333-261472), and any supplements and amendments thereto. The Formal Order indicates that the Form S-1 may be deficient in that it may contain untrue statements of material fact or omit to state material facts necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading concerning, among other things, the Company’s revenue and financial condition. The Company expects to file the Form 10-K for the year ended December 31, 2021 within the extension period of 15 calendar days.




(1)   Name and telephone number of person to contact in regard to this notification


Scott R. Silverman   832   649-5658
(Name)   (Area Code)   (Telephone Number)


(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
    Yes ☒ No ☐
(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
    Yes ☐ No
    If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.





C-Bond Systems, Inc.


(Name of Registrant as Specified in Charter)


has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date: March 31, 2022 By: /s/ Scott R. Silverman

Name: Scott R. Silverman

Title Chief Executive Officer