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Nasdaq warns Clean Energy Technologies (NASDAQ: CETY) over late 10-Q filing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Clean Energy Technologies, Inc. received a notice from Nasdaq on May 26, 2026 stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) because it has not yet filed its Form 10-Q for the quarter ended March 31, 2026.

The notice does not immediately affect trading of the company’s stock, but continued noncompliance could lead to delisting. The company has 60 days from receipt of the notice to submit a compliance plan, and Nasdaq may grant up to 180 days from the 10-Q due date, through November 16, 2026, to regain compliance. Management states it is working diligently to complete the filing, while warning that delisting could reduce liquidity, hinder capital raising, and limit equity incentives.

Positive

  • None.

Negative

  • Nasdaq noncompliance and delisting risk: Nasdaq notified the company on May 26, 2026 that it is out of compliance with Listing Rule 5250(c)(1) for failing to file its March 31, 2026 Form 10-Q, creating a defined timeline and real risk that its shares could ultimately be delisted.

Insights

Nasdaq noncompliance notice introduces real listing risk for CETY.

Clean Energy Technologies has fallen behind on its Form 10-Q for the quarter ended March 31, 2026, triggering a notice under Nasdaq Listing Rule 5250(c)(1). Timely filing of periodic reports is a core continued-listing requirement.

Nasdaq gives the company 60 days to submit a plan and may allow up to 180 days from the 10-Q due date, until November 16, 2026, to regain compliance. If the plan is rejected or deadlines are missed, the shares face potential delisting.

The company highlights that delisting could hurt trading liquidity, constrain equity financing options, limit use of registration statements, and impair equity-based compensation. Subsequent company filings will show whether the 10-Q is completed and whether Nasdaq accepts any compliance plan.

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 or transferred its listing to a different exchange.
Notice date May 26, 2026 Date Nasdaq sent noncompliance notice
Quarter impacted Quarter ended March 31, 2026 Form 10-Q not yet filed
Plan deadline 60 calendar days Time from notice to submit compliance plan
Maximum extension period 180 calendar days From 10-Q due date to regain compliance
Outside compliance date November 16, 2026 Latest potential date to regain compliance if exception granted
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.
Quarterly Report on Form 10-Q regulatory
"had not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026"
A quarterly report on Form 10-Q is a standardized financial filing public companies must submit to U.S. regulators every three months, summarizing recent financial results, cash flows, balance sheet changes, operations and material risks or legal developments. Investors treat it like a company report card that shows up-to-date facts rather than marketing copy, helping them track performance, spot trends, reassess risk and make buy or sell decisions.
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.
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.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
false 0001329606 0001329606 2026-05-26 2026-05-26 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): May 26, 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 May 26, 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 Quarterly Report on Form 10-Q for the period ended March 31, 2026 (the “Quarterly 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-Q, or until November 16, 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 Quarterly 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 Quarterly 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: May 29, 2026 By: /s/ Kambiz Mahdi
    Kambiz Mahdi
    Chief Executive Officer

 

 

Source: View Original Filing on SEC EDGAR

FAQ

Why did Clean Energy Technologies (CETY) receive a Nasdaq notice?

Clean Energy Technologies received a Nasdaq notice for missing a key SEC filing. The company has not yet filed its Quarterly Report on Form 10-Q for the period ended March 31, 2026, violating Nasdaq Listing Rule 5250(c)(1) requiring timely periodic reports.

Does the Nasdaq noncompliance notice immediately affect CETY stock trading?

The notice has no immediate effect on CETY stock trading. Nasdaq’s letter is a warning that starts a compliance process. The company’s shares continue to trade on Nasdaq while it works to file the delayed Form 10-Q and regain compliance.

How long does Clean Energy Technologies have to regain Nasdaq compliance?

CETY has a structured timeline to regain compliance. The company has 60 calendar days from receiving the notice to submit a plan. If Nasdaq accepts it, CETY can receive up to 180 days from the 10-Q due date, until November 16, 2026, to comply.

What happens if Nasdaq rejects CETY’s compliance plan or deadlines are missed?

If the plan is rejected or deadlines are missed, CETY risks delisting. Nasdaq may begin delisting proceedings, though the company would have the opportunity to appeal to a Nasdaq hearings panel before its securities are removed.

What are the potential impacts if CETY is ultimately delisted from Nasdaq?

Delisting could significantly impact CETY’s stock and financing options. The company notes risks including reduced liquidity and market price, fewer investors willing to hold the stock, limits on using registration statements, and constraints on granting equity incentives to employees.

How is Clean Energy Technologies responding to the Nasdaq noncompliance notice?

The company says it is working diligently to complete the delayed 10-Q. Management indicates it intends to file the Quarterly Report and regain compliance with Nasdaq’s listing rules, though it cautions there is no assurance of success within any extension period.

Filing Exhibits & Attachments

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