The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.______ |
(1) |
Names of reporting persons |
|
Scott
R. Silverman |
(2) |
Check the appropriate box if a member of a group (see instructions) |
|
(a) ☐ |
|
(b) ☐ |
|
|
(3) |
SEC use only |
|
|
(4) |
Source of funds (see instructions) |
|
PF
OO |
(5) |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) |
|
|
(6) |
Citizenship or place of organization |
|
United
States of America |
|
Number of shares beneficially owned by each reporting person with: |
|
(7) |
Sole voting power |
|
|
67,315,575*
See ITEM 4. |
|
(8) |
Shared voting power |
|
|
0 |
|
(9) |
Sole dispositive power |
|
|
67,315,575 |
|
|
|
|
(10) |
Shared dispositive power |
|
|
0 |
(11) |
Aggregate amount beneficially owned by each reporting person |
|
67,315,575 |
(12) |
Check if the aggregate amount in Row (11) excludes certain shares (see instructions) |
|
|
(13) |
Percent of class represented by amount in Row (11) |
|
15.9% |
(14) |
Type of reporting person (see instructions) |
|
IN |
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Common Stock, par value $0.001
per share (the “Common Stock”), of C-Bond Systems, Inc. (the “Issuer”). The principal executive office of the
Issuer is 6035 South Loop East, Houston, TX 77033.
ITEM 2. IDENTITY AND BACKGROUND.
| (a) | Name; Scott R. Silverman |
| (b) | Residence or business address; 6035 South Loop East, Houston,
TX 77033 |
| (c) | Present principal occupation or employment; Chairman and
Chief Executive Officer of the Issuer |
| (d) | Criminal Convictions: None |
| (e) | Civil Proceedings: None per the instructions provided for
ITEM 2.(e) |
| (f) | Citizenship/State of Incorporation/Organization: United
States of America |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 of this Schedule 13D, which information is incorporated
herein by reference.
ITEM 4. PURPOSE OF TRANSACTION.
On January 17, 2023, the Issuer 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 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.
A copy of the Subscription Agreement is attached hereto as Exhibit
1, incorporated by reference to that certain exhibit filed on the Company’s Form 8-K on January 19, 2023, and is incorporated herein
by reference.
Prior to the Subscription Agreement, Mr. Silverman held 9,770,120 shares
of Common Stock, which shares were granted to him during the years 2018 through 2020, and 3,000,000 shares issuable upon the exercise
of stock options.
*Mr. Silverman also owns 745 shares of the Issuer’s Series B
Convertible Preferred Stock (“Series B”), which shares are not registered, and which may convert into 135,454,545 shares of
Common Stock, subject to adjustment as described in the Certificate of Designations of Preferences, Rights, and Limitations of the Series
B (the “Certificate”). The Series B carries majority voting rights of 50 votes of Common Stock to every 1 share of Series
B. Although Mr. Silverman has no intention of converting any shares of Series B in the next 60 days, the Series B may be redeemed by the
Issuer or convert into Common Stock as further described in the Certificate.
Other than as described above and in Item 6 of this Schedule 13D, the
Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items
4(a)–(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or
formulate different plans or proposals with respect thereto at any time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Silverman beneficially owns 67,315,575 shares of the Issuer’s
common stock.
(b) The number of shares of Common Stock as to which the Sponsor has:
| (i) | Sole power to vote or direct the vote: 67,315,575 |
| (ii) | Shared power to vote or direct the vote: 0 |
| (iii) | Sole power to dispose or direct the disposition: 67,315,575 |
| (iv) | Shared power to dispose or direct the disposition: 0 |
(c) During the past 60 days, Mr. Silverman has not effected any transactions
in the Issuer’s Common Stock.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
See Item 4 of this Schedule 13D, which information is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and correct.
|
Date |
January 24, 2023 |
|
Signature |
/s/ Scott R. Silverman |
|
Name/Title |
Scott R. Silverman, Chairman and Chief Executive Officer |
5