(Amendment No. 2)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because
of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall
be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Jeff Badders
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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PF
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
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243,384,634
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8
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SHARED VOTING POWER
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9
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SOLE DISPOSITIVE POWER
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243,384,634
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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243,384,634
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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55.7%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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Page 2
Item
1. Security and Issuer
This Amendment No. 2 (this “Amendment”)
amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed by Jeff Badders on October 16, 2020,
and Amendment 1 to Schedule 13D filed by Jeff Badders on November 16, 2020, relating to beneficial ownership of shares of common
stock, par value $0.001 per share (the “Shares”) of C-Bond Systems, Inc., a Colorado corporation (the “Issuer”).
The principal office of the Issuer is located at 6035 South Loop East, Houston, TX 77033.
Except as specifically provided herein,
this Amendment does not modify any of the information previously reported in the Statement.
Item
3. Source and Amount of Funds or Other Considerations
Item 3 is hereby amended by adding the
following:
On December 14, 2020, Mr. Badders entered
into a Subscription Agreement with the Issuer where he agreed to purchase 2,500 shares of the Company’s Series C Convertible
Preferred Stock for $250,000, or $100.00 per share.
As of November 10, 2020, the Issuer had
225,922,177 shares of common stock issued and outstanding. Mr. Badders’ share ownership percentage herein assumes the full
conversion of his Series C Convertible Preferred Stock into Common Stock.
Item 4. Purpose of Transaction
The information set forth in Item 3 is
incorporated by reference into this Item 4. Except as set forth in this Schedule 13D, Mr. Badders does not have any present plans,
arrangements or understandings that relate to or would result in any of the actions specified in clauses (a) through (j) of Item
4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer
Item 5 is hereby amended by adding the
following:
(a) Mr. Badders beneficially owns 243,384,634
shares of the voting power of the Issuer, representing 55.7% of the total voting power of the Issuer (not including the voting
power of the Company’s Series B Preferred Convertible Stock), which includes 211,111,112 votes through his ownership of the
Series C Convertible Preferred Stock, and 32,773,522 shares of Common Stock. As of November 10, 2020, there were 225,922,177 shares
of the Issuer’s Common Stock issued and outstanding.
(b) Mr. Badders has sole voting power over
243,384,634 Shares.
(c) On December 14, 2020, Mr. Badders entered
into a Subscription Agreement with the Issuer where he agreed to purchase 2,500 shares of the Company’s Series C Convertible
Preferred Stock for $250,000, or $100.00 per share.
(d) No other person is known to have a
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially
owned by Mr. Badders.
(e) Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Items 3 through
5 is incorporated by reference into this Item 6. Except as described in Item 3 above, to the knowledge of Mr. Badders, there are
no contracts, arrangements, understandings or relationships (legal or otherwise), including but not limited to transfer or voting
of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies between Mr. Badders and any other person, with respect to
any securities of the Issuer.
Item
7. Material to Be Filed as Exhibits
Not applicable.
Page 3
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.
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December
18, 2020
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Dated
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/s/ Jeff Badders
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Signature
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Jeff Badders
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Name
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The original statement shall be signed
by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of
a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence
of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).