Item 1.01 Entry into a Material Definitive Agreement.
On
On
The Purchase Agreement contains customary representations, warranties, including
that the Company has filed all reports and other documents required to be filed
by it with the
The discussion herein regarding the Subscription Agreement and Purchase
Agreement is qualified in its entirety by reference to the Subscription
Agreement and Purchase Agreement attached hereto as Exhibits 10.1 and 10.2,
respectively. The discussion herein regarding the Series A Convertible Preferred
Stock is qualified in its entirety by reference to the Certificate of
Designations, Preferences, Rights, and Limitations of Series A Convertible
Preferred Stock filed previously as Exhibit 3.1 to the Current Report on Form
10-K filed on
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided under Item 1.01 herein is incorporated into this Item 2.03 by reference.
Item 3.02. Unregistered Sales of
The information provided under Item 1.01 herein is incorporated into this Item 3.02 by reference. The issuance of the securities set forth herein was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act for the offer and sale of securities not involving a public offering. The Company's reliance upon Section 4(a)(2) of the Securities Act in issuing the securities was based upon the following factors: (a) the issuance of the securities was an isolated private transaction by us which did not involve a public offering; (b) there was only one recipient; (c) there were no subsequent or contemporaneous public offerings of the securities by the Company; (d) the securities were not broken down into smaller denominations; (e) the negotiations for the issuance of the securities took place directly between the individual entity and the Company; and (f) the recipient of the securities is an accredited investor.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description 3.1 Certificate of Designations, Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Current Report filed on Form 8-K onOctober 21, 2019 ) 10.1 Form of Subscription Agreement, datedJanuary 13, 2020 , betweenC-Bond Systems, Inc. , and Investor 10.2 Form of Securities Purchase Agreement, datedJanuary 14, 2020 , betweenC-Bond Systems, Inc. , and Investor II 1
© Edgar Online, source