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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): October 18, 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 |
NV |
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
October 18, 2026, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the
“SPA”) with Falcon Venture Limited, a Samoa incorporated company (“Falcon”), pursuant to which
the Company sold, and Falcon purchased, a convertible promissory note in the principal amount of $500,000 (the “Note”)
for a purchase price of $500,000 (the “Transaction”). The purchase price had already been received by the Company,
and on October 18, 2026, the Company issued the Note to Falcon.
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 business development and the payment of Company obligations, and the SPA also requires
any dispute relating to the SPA and Note be arbitrated in Orange County, California. The Note matures on October 18, 2027, accrues interest
at 8% per annum, and is convertible 6 months after issuance 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 traded price during the ten trading days 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 9.99% 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 2,432,004
shares of Company common stock being issued in the aggregate. Additionally, the holder of the Note is entitled to deduct $1,750 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 October 18, 2026, entered into between the Company and Falcon Venture Limited * |
| | |
|
| 10.2 | |
Promissory Note, dated October 18, 2026, issued by the Company to Falcon Venture Limited * |
| | |
|
| 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:
October 20, 2026 |
By: |
/s/
Kambiz Mahdi |
| |
|
Kambiz
Mahdi |
| |
|
Chief
Executive Officer |
