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): February 7, 2024 (February 2, 2024).
CLEAN ENERGY TECHNOLOGIES, INC.
(Exact name of Company as specified in its charter)
| Nevada | | 001-41654 | | 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 | | Nasdaq |
Item 1.01 Entry into a Material Definitive Agreement.
On February 2, 2024, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Agreement”) with Coventry Enterprises LLC, a Delaware limited liability company (the “Buyer”), pursuant to which the Company agreed to issue and sell to the Buyer a convertible promissory note of the Company in the principal amount of $92,000 (the “Note”) for a purchase price of $80,000 plus an original issue discount in the amount of $12,000, and a one-time interest charge of $9,200. The Company shall make ten (10) payments each in the amount of $10,120 to the Buyer every month, with the first payment due March 2, 2024.
All or any part of the outstanding and unpaid amount under the Note may be converted at any time following an event of default (the “Event of Default”) into common stock of the Company, par value $.001 share (“Common Stock”), subject to a beneficial ownership limitation of 4.99% of the Buyer and its affiliates. Events of Default include failure to pay principal and interest, bankruptcy of the Company, delisting of the Common Stocks, and other events as set forth in the Note. The per share conversion price into which the outstanding and unpaid amount of the Note may be converted into shares of Common Stock equals the lower of $1.60, subject to adjustment as provided in the Note, or the per share price of any issuance of the company’s stock within the 30 days before or after the conversion.
The Agreement provides customary representations, warranties and covenants of the Company and the Buyer.
The Company sold the securities referenced in this Item 1.01 in reliance upon an exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder.
The foregoing description of the Agreement and the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement and the Note, copies of which are filed as Exhibit 10.1 and 10.2, respectively, to this current report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
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: | February 7, 2024 | |
