Clean Energy Tech faces Nasdaq 10-K filing deficiency

Clean Energy Technologies, Inc. reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-K for the year ended December 31, 2025.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Clean Energy Technologies, Inc. reported that Nasdaq has notified the company it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-K for the year ended December 31, 2025. The notice does not immediately affect the listing or trading of its common stock.

The company has 60 days from April 17, 2026 to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 days from the Form 10-K due date, until October 12, 2026, for the company to file the report and return to compliance.

The company is working diligently to complete and file the Annual Report but warns that a potential delisting could reduce stock liquidity and price, limit access to public capital markets, and hinder the use of equity-based employee incentives.

Positive

None.

Negative

Nasdaq noncompliance and delisting risk: The company is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to its delayed 2025 Form 10-K. If it cannot regain compliance by deadlines set by Nasdaq, its common stock may be delisted, potentially reducing liquidity, market price, and access to public capital markets.

Insights

Nasdaq noncompliance notice raises delisting risk if the 10-K delay persists.

Clean Energy Technologies, Inc. has received a Nasdaq notice for failing to file its 2025 Form 10-K on time, triggering noncompliance with Listing Rule 5250(c)(1). While trading continues for now, the company must submit a remediation plan within 60 days of April 17, 2026.

If Nasdaq accepts the plan, the company could have up to 180 days from the 10-K due date, until October 12, 2026, to regain compliance. Failure could lead to delisting, which the company notes may reduce liquidity and market price, constrain equity financing, limit use of registration statements, and impair equity incentives for employees.

The filing emphasizes forward-looking uncertainty, acknowledging that there is no assurance Nasdaq will accept the compliance plan or that the 10-K will be completed within any extension period. This makes future disclosures about the 10-K filing status and Nasdaq’s decisions important to the company’s capital-market access.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Notice date: April 17, 2026 Plan submission window: 60 calendar days Maximum extension period: 180 calendar days +1 more

4 metrics

Notice date April 17, 2026 Date Nasdaq issued noncompliance notice for late 2025 Form 10-K

Plan submission window 60 calendar days Time from April 17, 2026 to submit Nasdaq compliance plan

Maximum extension period 180 calendar days Potential exception from Form 10-K due date to regain compliance

Latest compliance date October 12, 2026 Latest date Nasdaq may allow to regain compliance with filing rule

Key Terms

Nasdaq Listing Rule 5250(c)(1), delisting, Annual Report on Form 10-K, forward-looking statements, +1 more

5 terms

Nasdaq Listing Rule 5250(c)(1) regulatory

"indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)"

Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.

delisting regulatory

"the Company’s securities will be subject to delisting from Nasdaq"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

Annual Report on Form 10-K financial

"had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

forward-looking statements regulatory

"contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Risk Factors financial

"other factors contained in the “Risk Factors” section and elsewhere in the Company’s filings"

Risk factors are elements or conditions that could cause an investment's value to decrease or lead to potential losses. They are like warning signs or obstacles that can affect the success of an investment, making it uncertain or more unpredictable. Recognizing risk factors helps investors understand the possible challenges and make more informed decisions.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Clean Energy Technologies, Inc. (CETY) receive a Nasdaq noncompliance notice?

Clean Energy Technologies, Inc. received a Nasdaq notice because it has not yet filed its Form 10-K for the year ended December 31, 2025. Nasdaq Listing Rule 5250(c)(1) requires timely filing of all periodic reports, and the delay places the company out of compliance.

Does the Nasdaq noncompliance notice immediately affect trading of CETY stock?

The notice has no immediate effect on the listing or trading of CETY common stock. Shares continue to trade on The Nasdaq Stock Market while the company works on its 2025 Form 10-K and engages with Nasdaq regarding a plan to regain compliance.

How much time does Clean Energy Technologies have to regain Nasdaq compliance?

The company has 60 calendar days from April 17, 2026 to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the Form 10-K due date, or until October 12, 2026, for full compliance.

What happens if Nasdaq rejects Clean Energy Technologies’ compliance plan?

If Nasdaq does not accept the company’s plan, Clean Energy Technologies will have the opportunity to appeal to a Nasdaq hearings panel. The company notes there is no assurance the plan will be accepted or that it can regain compliance within any extension period granted.

How could a potential Nasdaq delisting impact Clean Energy Technologies, Inc. (CETY)?

The company states that delisting could reduce liquidity and market price of its common stock, reduce the number of investors willing to hold or acquire shares, limit access to public capital markets via registration statements, and impair its ability to provide equity incentives to employees.

What steps is Clean Energy Technologies taking regarding its late Form 10-K?

Clean Energy Technologies reports that it is working diligently to complete and file its Annual Report on Form 10-K for the year ended December 31, 2025. The company aims to use this filing to regain compliance with Nasdaq Listing Rule 5250(c)(1), subject to Nasdaq’s review and deadlines.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/23/2026 - 06:25 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

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): April 17, 2026

Clean Energy Technologies, Inc.

(Exact name of registrant as specified in its charter)

001-41654		20-2675800
(Commission File Number)		(IRS Employer Identification Number)

1340 Reynolds Avenue, Unit 120

Irvine, CA

92614

(Address of Principal Executive Offices)

(Zip Code)

(949) 273-4990

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

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		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 17, 2026, Clean Energy Technologies, Inc. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”).

The Rule requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission. The Notice has no immediate effect on the listing or trading of the Company’s securities. However, if the Company fails to timely regain compliance with the Rule, the Company’s securities will be subject to delisting from Nasdaq. Under Nasdaq rules, the Company has 60 calendar days from receipt of the Notice, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-K, or until October 12, 2026, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

The Company is working diligently to complete and file the Annual Report and regain compliance with the Rule. However, if the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.

Disclosure Regarding Forward-Looking Information

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the Company’s filing of the Annual Report, Nasdaq’s listing rules, and whether the Company’s common stock will remain listed on Nasdaq. These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s ability to execute its plans, the possibility that the Company is unable to regain compliance with, or thereafter continue to comply with, Nasdaq’s listing rules, or violates additional listing rules, the possibility that Nasdaq may delist the Company’s securities, and other factors contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to time, including, but not limited to, its Annual Reports on Form 10-K and other periodic filings. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.

	CLEAN ENERGY TECHNOLOGIES, INC.

Dated: April 23, 2026	By:	/s/ Kambiz Mahdi
		Kambiz Mahdi
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Clean Energy Tech faces Nasdaq 10-K filing deficiency