Clean Energy Technologies raises $2M via note

For each note conversion, FuFront may deduct $1,750 from the conversion amount for fees associated with conversion.

Available on EDGAR 11/06/2026 - 05:18 PM EST Accepted by SEC EDGAR 11/06/2026 - 05:17 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Clean Energy Technologies, Inc. (CETY) received $2,000,000 from FuFront AI Pte. Ltd. on November 4, 2026, when the company sold and issued a convertible promissory note with $2,000,000 principal for a $2,000,000 purchase price. The note matures on October 3, 2027 and accrues interest at 12% per annum.

At the holder’s election, conversion may begin six months after issuance at a price equal to 85% of the lowest traded price during the ten trading days before the conversion date. Conversion is limited if it would put the holder’s beneficial ownership above 4.99%. Until the shareholder approval required by Nasdaq Rule 5635(d) is obtained, the holder may not convert if doing so would result in more than 2,432,004 company common shares being issued in aggregate. Disputes relating to the agreement and note must be arbitrated in Nevada. The note was sold under the Securities Act Section 4(a)(2) exemption; the company stated there was no general solicitation and the issuance did not involve a public offering.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Note principal: $2,000,000 Purchase price: $2,000,000 Interest rate: 12% per annum +5 more

8 metrics

Note principal $2,000,000 Convertible promissory note issued to FuFront AI Pte. Ltd.

Purchase price $2,000,000 Price paid for the note.

Interest rate 12% per annum Accrues on the note.

Maturity date October 3, 2027 Date the note matures.

Conversion price 85% of the lowest traded price during the ten trading days before conversion Applies when the holder elects to convert.

Beneficial ownership limit 4.99% Conversion may not result in the holder exceeding this ownership level.

Pre-approval share threshold 2,432,004 common shares Aggregate issuance threshold while required shareholder approval has not been obtained.

Conversion fee deduction $1,750 Deductible from the conversion amount in each note conversion.

Key Terms

convertible promissory note, lowest traded price, beneficial ownership, Nasdaq Rule 5635(d), +1 more

5 terms

convertible promissory note financial

"convertible promissory note with $2,000,000 principal"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

lowest traded price financial

"85% of the lowest traded price during the ten trading days"

beneficial ownership regulatory

"holder’s beneficial ownership above 4.99%"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Nasdaq Rule 5635(d) regulatory

"shareholder approval required by Nasdaq Rule 5635(d)"

Section 4(a)(2) regulatory

"sold under the Securities Act Section 4(a)(2) exemption"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

FAQ

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

How much did CETY receive from the FuFront note?

Clean Energy Technologies received $2,000,000 from FuFront AI Pte. Ltd. for a convertible promissory note with $2,000,000 principal. The purchase price was $2,000,000, and the transaction was funded and closed on November 4, 2026.

What limits apply to conversions of CETY’s FuFront note?

The holder may begin converting six months after issuance at 85% of the lowest traded price during the ten trading days before conversion. Conversion may not put the holder’s beneficial ownership above 4.99%; before the required Nasdaq Rule 5635(d) shareholder approval is obtained, conversion may not result in more than 2,432,004 company common shares being issued in aggregate.

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

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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): November 4, 2026

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.

Effective November 4, 2026, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “FuFront SPA”) with FuFront AI Pte. Ltd., a Singapore exempt company (“FuFront”), pursuant to which the Company sold, and FuFront purchased, a convertible promissory note in the principal amount of $2,000,000 (the “FuFront Note”) for a purchase price of $2,000,000 (the “FuFront Transaction”).

The FuFront Transaction was funded by FuFront and closed on November 4, 2026, and pursuant to the FuFront SPA, the Company received funding of $2,000,000, and the FuFront Note was issued to FuFront.

The FuFront SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The FuFront SPA requires any dispute relating to the FuFront SPA and FuFront Note be arbitrated in Nevada. The FuFront Note matures on October 3, 2027, accrues interest at 12% 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 FuFront 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 2,432,004 shares of Company common stock being issued in the aggregate. Additionally, the holder of the FuFront 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 FuFront SPA and FuFront 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 FuFront 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 3, 2026, entered into between the Company and FuFront AI Pte. Ltd. *
10.2		Promissory Note, dated October 3, 2026, issued by the Company to FuFront AI Pte. Ltd. *
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: November 6, 2026	By:	/s/ Kambiz Mahdi
		Kambiz Mahdi
		Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 234.2 KB
• EX-10.2 EX-10.2 131.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB