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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 1, 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
4.02 Non-Reliance on Previously Issued Financial Statements or Related Audit Report or Completed Interim Report.
On
May 1, 2026, the Board of Directors (the “Board”) of
Clean Energy Technologies, Inc. (the “Company”) concluded that between January 1, 2022, and September 30, 2025, the
Company’s accounting with respect to the historical classification, valuation, and collectability assessment of certain long-term
receivables and contract assets, as well as the timing of revenue recognition and related interest income under U.S. GAAP, was incorrect.
As a result, the Company’s financial statements for all of the fiscal periods between January 1, 2022, and September 30, 2025 (the
“Impacted Periods”) should no longer be relied upon. Similarly, any previously furnished or filed reports, related
earnings releases, investor presentations or similar communications of the Company describing the Company’s financial results during
the Impacted Periods should no longer be relied upon.
The
Company believes these matters relate primarily to historical balance sheet items and do not impact the Company’s current operations
or underlying business activities.
The
Company intends to immediately file an amended Annual Report on Form 10-K/A with restated financial statements for the years ended December
31, 2024, and December 31, 2023, and to file amended Quarterly Reports on Form 10-Q/A with restated financial statements for the quarterly
periods ended March 31, 2025, June 30, 2025, and September 30, 2025, in each case to reflect the appropriate accounting treatment for
the items described above.
Kambiz
Mahdi, the Company’s CEO and member of
the Board, Calvin Pang, the Company’s CFO and member of the Board, and Lauren Morrison, member of the Board and Chair of the Audit
Committee, have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting
firm, TAAD, LLP.
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 7, 2026 |
By: |
/s/
Kambiz Mahdi |
| |
|
Kambiz
Mahdi |
| |
|
Chief
Executive Officer |