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): October 25, 2022.
CLEAN ENERGY TECHNOLOGIES, INC.
(Exact name of Company as specified in its charter)
| Nevada | | 000-55656 | | 20-2675800 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification Number) |
2990 Redhill Avenue
Costa Mesa, CA 92626
(Address of principal executive offices)
Phone: (949) 273-4990
(Company’s Telephone Number)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
| ☐ | 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)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 | | CETY | | OTCQB |
Item 1.01 Entry into a Material Definitive Agreement.
On December 7, 2202, Clean Energy Technologies, Inc. (the “Company”) closed a transaction whereby entered into to a Securities Purchase Agreement (the “SPA”) with 1800 Diagonal Lending, LLC (“Diagonal”), dated December 5, 2022, and issued a convertible note (the “Note”) to Diagonal in the aggregate principal amount of $191,526 (including an original issue discount of $19,760). The SPA contains customary representations and warranties by the Company and Diagonal. A portion of the proceeds from the sale of the Note will be used to satisfy all under an existing note with Diagonal and the remainder for working capital purposes.
The Note will mature on December 5, 2023, Note carries an interest rate of ten percent (10.0%) per annum paid upon issuance. The Company has the right to prepay the Note without penalty. Following an event of default, and subject to certain limitations, the outstanding amount of the Note may be converted into shares of Company common stock. Amounts due under the Note would be converted into shares of the Company’s common stock at a conversion price equal to 70% of the lowest trading for the 5-trading days immediately preceding the date of conversion. In no event may the lender effect a conversion if such conversion, along with all other shares of Company common stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition, upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note.
The offer and sale of the Note to Diagonal was made in a private transaction exempt from the registration requirements of the Securities Act of 1933 in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act of 1933.
The foregoing descriptions of SPA and Note, do not purport to be complete and are qualified in their entirety by the full text of the forms of the of SPA and Note which are filed as exhibits 10.160 and 10.161 to this Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Clean Energy Technologies, Inc. | |
| | | |
| | /s/ Kambiz Mahdi | |
| By: | Kambiz Mahdi | |
| | Chief Executive Officer | |
| Date: | December 12, 2022 | |
