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): June 26, 2024 (June 21, 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) |
1340 Reynolds Avenue, Unit 120
Irvine, CA 92614
(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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | 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.
Clean Energy Technologies, Inc., a Nevada corporation (the “Company”), retains 49% equity interest in Vermont Renewable Gas LLC, a Vermont limited liability company (the “VRG”). On June 21, 2024, VRG entered into a loan agreement (the “Loan Agreement”) with FPM Development LLC, a Nevada limited liability company, and Evergreen Credit Facility I LLP, a Nevada limited liability partnership (collectively, the “Lenders”), pursuant to which the Lenders agreed to loan to VRG the principal amount of $12 million, to be disbursed in tranches based on agreed-upon milestones, for the construction of a waste-to-biogas generation facility. The term of the loan is two (2) years from the date of the first disbursement and shall mature at the end of the said two (2) years. The Loan shall bear interest on the amount outstanding at a rate equal to the 12-month Secured Overnight Financing Rate (SOFR) as published by the Federal Reserve Bank of New York plus 4.75% per annum.
Under the Loan Agreement, the $12 million loan shall be secured by (i) two contracts of VRG and (ii) a corporate guarantee provided by the Company (the “Corporate Guarantee”) pursuant to which the Company agreed to absolutely and unconditionally guarantees, on a continuing basis, to the Lenders the prompt payment to the Lenders when due at maturity all of VRG’s liabilities and obligations under the Loan Agreement. The Company has entered into the Corporate Guarantee with the Lenders on June 21, 2024.
Under the Loan Agreement, the Lenders may also convert up to 30% of the amount of loan disbursed into shares of common stock of the Company, at the exercise price of 15% discounted value of the then-current share price of the common stock of the Company. Accordingly, on June 21, 2024, the Company entered into a right to conversion agreement with the Lenders (the “FPM Right to Conversion Agreement”).
AMEC Business Advisory Pte. Ltd., a company incorporated in Singapore (the “AMEC”) may assume or acquire up to 50% of the total loan amount under the Loan Agreement, and seeks the option to convert an extra 10% of the amount of loan disbursed, in addition to a pro-rata portion of the 30% conversion right. On June 21, 2024, the Company entered into a right to conversion agreement with AMEC (the “AMEC Right to Conversion Agreement”).
The foregoing descriptions of the Loan Agreement, the Corporate Guarantee, the FPM Right to Conversion Agreement, and the AMEC Right to Conversion Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of each of such document which are filed as Exhibits 10.1 to this Current 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 contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.
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.
| Exhibit No. | | Description |
| 10.1 | | Form of loan agreement between Vermont limited liability company and the two lenders, FPM Development LLC and Evergreen Credit Facility I LLP, dated June 21, 2024. |
| 10.2 | | Form of corporate guarantee between Vermont limited liability company and the two lenders, FPM Development LLC and Evergreen Credit Facility I LLP, dated June 21, 2024. |
| 10.3 | | Form of right to conversion agreement between Vermont limited liability company and the two lenders, FPM Development LLC and Evergreen Credit Facility I LLP, dated June 21, 2024. |
| 10.4 | | Form of right to conversion agreement between Vermont limited liability company and AMEC Business Advisory Pte. Ltd., dated June 21, 2024. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: | June 26, 2024 | |
