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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): July 30, 2025
Clean
Energy Technologies, Inc.
(Exact
name of registrant as specified in its charter)
NV
| 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
1.01. Entry into a Material Definitive Agreement.
On
or about July 30, 2025, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement
(the “SPA”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”),
pursuant to which the Company sold, and 1800 Diagonal purchased, a convertible promissory note in the principal amount of $151,800 (the
“Note”) for a purchase price of $132,000 (the “Transaction”).
The
Transaction was funded by 1800 Diagonal and closed on July 31, 2025, and pursuant to the SPA, 1800 Diagonal’s legal expenses of
$2,500 were paid from the gross purchase price, $4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received net
funding of $125,000, and the Note was issued to 1800 Diagonal.
The
SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA requires that
the proceeds from the Transaction be used for general working capital purposes. The Note matures on May 30, 2026, accrues a one-time
interest charge of 10% on the issuance date, shall be paid in 10 monthly payments in the amount of $17,153.40 beginning on August 30,
2025, and continuing on the 15th of each month thereafter, and is convertible following default into shares of the Company’s
common stock at the election of the holder at a conversion price equal to equal to 85% of the lowest closing bid price during the trading
day prior to the conversion date; provided, however, that the holder may not convert the Note (i) to the extent that such conversion
would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99% of the Company’s
issued and outstanding common stock, or (ii) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and
conversion would result in more than 19.99% of the shares of Company common stock being issued after any required aggregation per Rule
5635(d). Additionally, the holder of the Note is entitled to deduct $1,500 from the conversion amount in each note conversion to cover
the holder’s fees associated with the conversion.
The
foregoing descriptions of the SPA and Note do not purport to be complete and are qualified in their entirety by reference to the full
text of those agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated
by reference herein.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Note was sold in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation, and the
issuance did not involve a public offering.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. | |
Description |
| | |
|
| 10.1 | |
Securities Purchase Agreement, dated July 30, 2025, entered into between the Company and 1800 Diagonal Lending LLC * |
| | |
|
| 10.2 | |
Promissory Note, dated July 30, 2025, issued by the Company to 1800 Diagonal Lending LLC * |
| | |
|
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
*
Filed herewith.
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:
August 4, 2025 |
By: |
/s/
Kambiz Mahdi |
| |
|
Kambiz
Mahdi |
| |
|
Chief
Executive Officer |
