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): ~~April~~December 821, 2024

C-Bond Systems, Inc.

(Exact name of registrant as specified in its charter)

Colorado	0000-53029	26-1315585
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification Number)

2029 Pat Booker Rd., ~~Universal~~San ~~City~~Antionio, TXTexas 78148

(Address of principal executive offices) (zip code)

(210) 490-3977

(Registrant’s telephone number, including area code)

~~6035 South Loop East, Houston, TX 77033~~ N/A

(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~~N/A ~~applicable~~N/A ~~Not applicable Not applicable~~N/A

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 ~~April~~January 830, ~~2024~~2025, C-Bond Systems, Inc. (the “Company”) ~~executed~~entered ainto ~~Promissory~~that ~~Note~~certain Debt Forgiveness, Equity Redemption and Strict Foreclosure Agreement (the “~~Note~~Agreement”), inby ~~favor~~and ofbetween ~~1800~~the ~~Diagonal~~Company, ~~Lending~~C-Bond Systems, LLC (~~the~~ “~~Investor~~C-Bond LLC”) in, ~~the~~Patriot ~~aggregate~~Glass ~~principal~~Solutions, ~~amount~~LLC (“Patriot”), ofBadcer ~~$127~~Ops,~~963~~ Inc.00 (~~the~~ “~~Principal~~Badcer”), ~~and~~Jeff anBadders, ~~accompanying~~Badders ~~Securities~~Children’s ~~Purchase~~Trust ~~Agreement~~ (“~~SPA~~Badders Trust”)., ~~Only~~Mercer inStreet ~~the~~Global ~~event~~Opportunity ofFund, ~~a default~~LLC, asand ~~discussed~~Michael ~~below,~~Wanke. isThe closing of the ~~Note~~transactions ~~convertible~~contemplated ~~into~~by ~~shares~~the ofAgreement (the ~~Company’s~~“Closing”) occurred ~~common~~on ~~stock~~January 30, 2025.

~~The~~As ~~Note~~settlement ~~was~~of ~~funded~~all ~~on April~~outstanding ~~10,~~debt ~~2023,~~instruments inowed to the ~~amount~~parties ofin ~~$100~~this Agreement and associated liens,~~000.~~ Aand ~~one~~pursuant to Section 9-~~time~~620 ~~interest~~of ~~charge~~the Uniform Commercial Code of ~~twelve~~the ~~percent~~State ~~(12%)~~of Texas, at the Closing the Company, C-Bond LLC, and Patriot (collectively, the “~~Interest Rate~~Debtors”), ~~shall~~voluntarily ~~be applied~~transferred, onconveyed ~~the~~and ~~issuance~~assigned ~~date~~ to ~~the~~Badcer ~~Principal.~~all ~~Under~~of the ~~terms~~Debtors’ legal, equitable and beneficial right, title and interest in and to all assets of the ~~Note~~Debtors, ~~the~~including, ~~Company~~but isnot ~~required~~limited to, ~~make~~the ~~monthly~~following: ~~payments~~(i) the 80% of the Membership Interest (as ~~outlined~~defined in the ~~Note,~~ ~~beginning~~Operating onAgreement of ~~August 15~~Patriot, ~~2024.~~dated ~~Any~~as ~~amount~~ of ~~principal~~July or2021 ~~interest~~and onthe ~~this~~Units ~~Note~~(as ~~which~~defined isin ~~not~~such ~~paid~~Operating ~~when~~Agreement) ~~due~~comprising ~~shall~~such ~~bear~~80% ~~interest~~of at the ~~rate~~Membership Interests of ~~twenty~~Patriot, ~~two~~which ~~percent~~are held by C-Bond; (~~22%~~ii) ~~per~~100% ~~annum~~of ~~from~~ the ~~due~~membership ~~date~~interests ~~thereof~~of ~~until~~C-Bond ~~the~~LLC, ~~same~~which isare ~~paid~~held by C-Bond; (~~“Default~~iii) ~~Interest”~~all of Patriot’s accounts receivable; and (iv) certain patents as set forth in Exhibit C to the Agreement; among other assets.

~~Among~~Under ~~other~~the ~~things,~~terms ~~an event~~ of ~~default (“Event of Default”) shall occur if~~ the ~~Company fails to pay the principal or interest when due on the Note~~Agreement, ~~whether~~ ~~at maturity, upon acceleration or otherwise. Upon~~ the ~~occurrence of any Event of Default, the Note shall become immediately due and payable and the~~ Company ~~shall~~will ~~pay~~continue to ~~the~~market ~~Investor,~~Patriot’s inproducts ~~full~~under ~~satisfaction~~a ofRepresentative ~~its obligations hereunder~~Agreement, anand ~~amount~~will ~~equal~~continue to ~~220%~~be ~~times~~involved ~~the~~in ~~sum of~~ the ~~then outstanding principal amount of this Note plus accrued and unpaid interest on the unpaid principal amount of this Note to the~~ ~~date~~manufacturing of ~~payment~~Patriot’s ~~plus Default Interest, if any~~products.

AtIn ~~any~~addition, ~~time~~at ~~following~~the ~~an Event~~Closing, of(i) ~~Default,~~C-Bond redeemed from Badcer the ~~Holder~~Badcer ~~shall~~Preferred ~~have~~Shares ~~the~~(as ~~right,~~defined toin ~~convert~~the ~~all~~Agreement) orin ~~any~~exchange ~~part~~for a payment of ~~the~~$1.00 ~~outstanding~~in total, and ~~unpaid~~Badcer ~~amount~~assigned all of ~~this~~Badcer’ ~~Note~~rights, ~~into~~titles ~~fully~~and ~~paid~~ interest in and ~~non~~to the Badcer Preferred Shares to C-~~assessable~~Bond; ~~shares~~(ii) ofC-Bond redeemed from Mr. Wanke the ~~Company’s~~the Wanke Common ~~Stock.~~Shares ~~The~~(as ~~conversion~~defined ~~price~~in (the ~~“Conversion Price”~~Agreement) ~~shall~~in beexchange ~~the~~for a payment of $1.00 in total, and Mr. Wanke assigned ~~greater~~all of 0Mr.~~0025~~ (Wanke’s rights, titles and interest in and to the ~~“Fixed~~Wanke ~~Conversion~~Common ~~Price”~~Shares to C-Bond; (iii) orC-Bond ~~65%~~redeemed ~~multiplied~~from byBadders Trust the ~~lowest~~Badders ~~closing~~Trust ~~bid~~Common ~~price~~Shares ~~during~~(as defined in the 10Agreement) ~~trading~~in ~~days~~exchange for a payment of $1.00 in total, and Badders Trust to assigned ~~prior~~all of Badders Trust’s rights, titles and interest in and to the ~~conversion~~Badders ~~date~~Trust Common Shares to C-Bond; and (~~representing~~iv) C-Bond redeemed from Mr. Badders the Badders Common Shares (as defined in the Agreement) in exchange for a ~~discount~~payment ~~rate~~of $1.00 in total, Mr. Badders assigned all of ~~35%)~~Mr. (Badders’ rights, titles and interest in and to the ~~“Variable~~Badders ~~Conversion~~Common ~~Price”)~~Shares to C-Bond. Effective as of the Closing, Scott Silverman and Allison Tomek resigned from all positions they may hold as managers or officers of C-Bond LLC.

AtThe noinformation ~~time~~set ~~may the Note be~~forth ~~converted~~above ~~into~~is ~~shares~~qualified ~~of our common stock if such conversion would result~~ in ~~the Investor and~~ its ~~affiliates~~entirety ~~owning~~by anreference ~~aggregate~~to ofthe ~~in excess~~Agreement, ofwhich ~~4.99%~~is ofincorporated ~~the~~herein ~~then~~by ~~outstanding~~reference ~~shares~~and ofattached ~~our~~hereto ~~common~~as ~~stock~~Exhibit 10.1.

~~The~~Item ~~discussion~~2.01 ~~herein~~Completion ~~regarding the~~of ~~SPA~~Acquisition ~~and~~or ~~Note~~Disposition isof ~~qualified in its entirety by reference to the SPA and Note attached hereto as Exhibits 10~~Assets.~~1 and 4.1, respectively.~~

To the extent required by this Item 2.0301, ~~Creation~~the ofinformation acontained ~~Direct~~in ~~Financial~~Item ~~Obligation~~1.01 orof anthis ~~Obligation~~Current ~~under~~Report anon ~~Off~~Form 8-~~Balance~~K ~~Sheet~~is ~~Arrangement~~incorporated ofherein aby ~~Registrant~~reference.

~~The information provided in Item~~ 1~~.01 of this Current Report on Form 8-K is incorporated herein by reference.~~

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 21, 2024, Barry M. Edelstein, a member of the Company’s Board of Directors (“Board”), notified the Company of his intention to resign from the Board due to changing professional priorities, effective December 31, 2024. Mr. Edelstein did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. Effective upon Mr. Edelstein’s resignation as a director, the size of the Board will be reduced from three to two directors.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
4.1		Promissory Note, dated April 8, 2024, in favor of Investor
10.1*		Debt Forgiveness, Equity Redemption and Strict Foreclosure Agreement, dated as of January 30, 2025, by and between C-Bond Systems, Inc., C-Bond Systems, LLC, Patriot Glass Solutions, LLC, Badcer Ops, Inc., Jeff Badders, Badders Children’s Trust, Mercer Street Global Opportunity Fund, LLC, and Michael Wanke.
10.1		Securities Purchase Agreement, dated April 8, 2024, between C-Bond Systems, Inc. and Investor
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Portions of this exhibit have been redacted pursuant to Instruction No. 6 of Item 1.01 of Form 8-K or otherwise omitted in accordance with Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish a copy of all unredacted and omitted schedules and exhibits to the SEC upon its request.

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.

	C-Bond Systems, Inc.
Date: April 12, 2024	By:	/s/ Scott R. Silverman
Date: February 4, 2025	By:	/s/ Scott R. Silverman
	Name:	Scott R. Silverman
	Title:	Chief Executive Officer

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