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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): March 4, 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
1.01. Entry into a Material Definitive Agreement.
On
or about March 4, 2026, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement
(the “1800 SPA”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“1800 Diagonal”),
pursuant to which the Company sold, and 1800 Diagonal purchased, a convertible promissory note in the principal amount of $147,840 (the
“1800 Note”) for a purchase price of $132,000 (the “Transaction”).
The
Transaction was funded by 1800 Diagonal and closed on March 4, 2026, and pursuant to the 1800 SPA, 1800 Diagonal’s legal expenses
of $2,500 were paid from the gross purchase price, $4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received
net funding of $125,000, and the 1800 Note was issued to 1800 Diagonal.
The
1800 SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The 1800 SPA requires
that the proceeds from the Transaction be used for general working capital purposes. The 1800 Note matures on December 15, 2026, accrues
a one-time interest charge of 12% on the issuance date, shall be paid in 9 monthly payments in the amount of $18,397.78 beginning on
April 15, 2026, and continuing on the 15th of each month thereafter, and is convertible following default into shares of the
Company’s common stock at the election of the holder at a conversion price equal to 85% of the lowest closing bid price during
the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the 1800 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) if conversion would result in more than 19.99% of the shares of Company
common stock being issued after any required aggregation per Rule 5635(d) when the shareholder approval required by Nasdaq Rule 5635(d)
has not been obtained. Additionally, the holder of the 1800 Note is entitled to deduct $1,500 from the conversion amount in each note
conversion to cover the holder’s fees associated with the conversion.
On
or about March 6, 2026, in consideration of (i) $604,469 in funding previously advanced to the Company by Mega Sincere Holdings Limited
(“Mega”), a company organized under the laws of the British Virgin Islands, and its affiliates, and (ii) $600,000
in funding previously advanced to the Company by Noblebear Investment Holdings LLC (“Noblebear”), a company organized
under the laws of the California and controlled by a Company shareholder and related party, the Company entered into securities
purchase agreements with Mega and Noblebear (the “Mega and Noblebear SPA’s”) and issued Mega and Noblebear convertible
promissory notes in the principal amounts of $664,916 and $660,000, respectively (the “Mega and Noblebear Notes”).
The
Mega and Noblebear SPA’s include customary representations, warranties and covenants by the Company. Each of the Mega and
Noblebear Notes accrues interest at 10% per annum, and is convertible into shares of the Company’s common stock at
the election of the holder at a conversion price equal to $0.646 (subject to adjustment if the Company issues shares at a lower price),
provided, however, that a holder may not convert either of the Mega and Noblebear Notes (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 9.99% of the
Company’s issued and outstanding common stock, or (ii) if conversion would result in more than 1,216,600 or 19.99% of the shares
of Company common stock being issued per Rule 5635(d) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained.
Additionally, the holders of each of the Mega and Noblebear Notes are 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 1800 SPA, Mega and Noblebear SPA’s, 1800 Note, and Mega and Noblebear Notes 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
10.1-10.6 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 1800 Note and Mega and Noblebear Notes
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 March 4, 2026, entered into between the Company and 1800 Diagonal Lending LLC * |
| |
| |
| 10.2 |
| Promissory Note, dated March 4, 2026, issued by the Company to 1800 Diagonal Lending LLC * |
| |
| |
| 10.3 |
| Securities Purchase Agreement, dated March 6, 2026, entered into between the Company and Mega Sincere Holdings Limited * |
| |
| |
| 10.4 |
| Promissory Note, dated March 6, 2026, issued by the Company to Mega Sincere Holdings Limited * |
| |
| |
| 10.5 |
| Securities Purchase Agreement, dated March 6, 2026, entered into between the Company and Noblebear Investment Holdings LLC * |
| |
| |
| 10.6 |
| Promissory Note, dated March 6, 2026, issued by the Company to Noblebear Investment Holdings LLC * |
| |
| |
| 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:
March 10, 2026 |
By: |
/s/
Kambiz Mahdi |
| |
|
Kambiz
Mahdi |
| |
|
Chief
Financial Officer |
