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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): 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) |
NV
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 |
