[8-K] Clean Energy Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Clean Energy Technologies, Inc. (CETY) furnished a Form 8-K reporting a material event and attached two financing-related exhibits. The filing includes a Securities Purchase Agreement and a Promissory Note, each dated August 15, 2025, executed with a counterparty identified as Mast Hill. The filing text indicates issuance to Mast Hill will occur in the aggregate until shareholder approval has been obtained. The Form 8-K is signed by Kambiz Mahdi and dated August 18, 2025. No financial terms, amounts, or other transaction specifics are disclosed in the provided excerpt.

Insights

Corporate Governance Expert

TL;DR: Transaction documents were filed but key terms and approvals remain unspecified, so governance implications are unclear.

The company filed an 8-K attaching a Securities Purchase Agreement and a Promissory Note with Mast Hill dated August 15, 2025. The excerpt explicitly states issuance is conditioned on shareholder approval occurring, which raises standard governance considerations: disclosure timing, board authorization, and the need to schedule a shareholder vote if required. Because the filing excerpt does not include monetary amounts, dilution metrics, covenants, or timelines, material governance impacts cannot be assessed from the available text alone.

Capital Markets / Transactions Analyst

TL;DR: Financing documents were executed and filed; absent terms, market or valuation impact cannot be determined.

The exhibits listed—Securities Purchase Agreement (Exhibit 10.1) and Promissory Note (Exhibit 10.2), both dated August 15, 2025—indicate the company entered into definitive financing instruments with Mast Hill. The filing notes issuance will await shareholder approval, suggesting a capital-raising or related-party issuance structure that requires shareholder consent. With no disclosed principal amounts, interest, security, or conversion features in the excerpt, the transaction's effect on capitalization, liquidity, or investor dilution is indeterminate from the provided content.

false 0001329606 0001329606 2025-08-18 2025-08-18 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): 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

FAQ

What documents did CETY file in the Form 8-K?

The filing attaches a Securities Purchase Agreement (Exhibit 10.1) and a Promissory Note (Exhibit 10.2), each dated August 15, 2025.

Who is the counterparty named in the 8-K exhibits?

The counterparty identified in the excerpt is Mast Hill.

Does the 8-K indicate shareholder approval is required?

Yes; the filing text states issuance to Mast Hill will occur in the aggregate until shareholder approval has been obtained.

When were the agreement and note dated and when was the 8-K signed?

Both the Securities Purchase Agreement and Promissory Note are dated August 15, 2025; the Form 8-K is signed and dated August 18, 2025.

Are financial terms or amounts disclosed in the provided excerpt?

No. The provided excerpt does not disclose any monetary amounts, interest rates, security, or other financial terms.