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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): August 18, 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.
Effective
August 18, 2025, Clean Energy Technologies, Inc. (the “Company”), entered into a securities purchase agreement (the
“SPA”) with Mast Hill Fund, L.P., a Delaware limited partnership (“Mast Hill”), pursuant to which
the Company sold, and Mast Hill purchased, (i) a junior secured convertible promissory note in the principal amount of $388,888 (the
“Note”), and (ii) 150,000 shares of Company common stock (the “Shares”), for an aggregate purchase
price of $350,000 (the “Transaction”).
The
Transaction closed on August 18, 2025, and on such date pursuant to the SPA, Mast Hill’s legal expenses of $8,500 were paid from
the gross purchase price, the Company received net funding of $341,500, and the Note and Shares were issued to Mast Hill.
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 working capital, and business development, but not for repayment of indebtedness owed to
officers, directors or employees of the Company or their affiliates, the repayment of any debt issued in corporate finance transactions,
any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company’s
currently existing operations), or any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company.
The SPA also (i) requires the Company to hold a special meeting of its shareholders, on or before the date that is 60 calendar days after
the first date (after the date of the SPA) that the Company’s common stock has traded at a price per share of less than $0.50,
for the purpose of obtaining shareholder approval to issue shares of Company common stock to Mast Hill in excess of the Exchange Cap
(as defined below), pursuant to Nasdaq’s listing rules, and (ii) prohibits the issuance of more than 12,370,000 shares of Company
common stock (the “Exchange Cap”) to Mast Hill in the aggregate until shareholder approval has been obtained.
The
Note matures 12 months following the issue date, accrues guaranteed interest of 10% per annum, and is unsecured. The Note is convertible
into shares of the Company’s common stock at the election of the holder at a conversion price equal to the lesser of (i) $2.50/share,
or (ii) 90% of the lowest dollar volume-weighted average price (during the period from 9:30 a.m. to 4 pm ET) on any trading day during
the 5 trading days prior to the conversion date; provided, however, that the holder may not convert the Note 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. 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 and Shares were 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 issuances did not involve a public offering.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
Securities Purchase Agreement, dated August 15, 2025, entered into between the Company and Mast Hill * |
| |
|
|
| 10.2 |
|
Promissory Note, dated August 15, 2025, by the Company to Mast Hill * |
| |
|
|
| 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 18, 2025 |
By: |
/s/ Kambiz
Mahdi |
| |
|
Kambiz Mahdi |
| |
|
Chief Executive Officer |
