Clean Energy Technologies (NASDAQ: CETY) buys HK$11.7M bond stake

Rhea-AI Filing Summary

Clean Energy Technologies, Inc. entered into a material note purchase agreement to acquire a portion of a convertible bond issued by China Ruifeng Renewable Energy Holdings Limited. The company agreed to buy a HK$11,700,000 portion of a HK$356,375,000 principal amount convertible bond for a purchase price of $700,000 in cash and 1,932,000 shares of its common stock. Of the cash amount, $500,000 will be paid at closing and $200,000 within 30 days after closing. The common shares will be issued in a private transaction relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, with standard restrictive legends because the sale was made to accredited sellers without a public offering or general solicitation.

Insights

Corporate finance and securities law analyst

CETY uses cash and stock to acquire a convertible bond position in a Hong Kong-listed renewable energy company through a private deal.

Clean Energy Technologies, Inc. is acquiring a HK$11,700,000 slice of a larger HK$356,375,000 convertible bond issued by China Ruifeng Renewable Energy Holdings Limited. The consideration combines $700,000 in cash with 1,932,000 common shares, indicating a structured investment where the company trades equity and limited cash for exposure to another renewable energy issuer’s convertible debt.

The cash component is staged, with $500,000 due at closing and $200,000 payable within 30 days of closing, which spreads the near-term cash outlay. The equity portion is issued in a private placement under Section 4(a)(2) and Rule 506(b), limited to accredited sellers and carrying restrictive legends, so any resale of these shares will depend on future registration or applicable exemptions.

For investors, this agreement introduces an additional financial asset tied to a Hong Kong-listed renewable energy company, while modestly increasing CETY’s share count through the 1,932,000 shares issued to the sellers. The overall impact will depend on how the convertible bond performs and on future disclosures about the size of CETY’s equity base relative to this new issuance.

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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): January 12, 2026

Clean Energy Technologies, Inc.

(Exact name of registrant as specified in its charter)

001-41654	Nevada	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.

On January 12, 2026, Clean Energy Technologies, Inc. (the “Company”), entered into a note purchase agreement (the “Purchase Agreement”) with Filled Converge Limited, a limited liability company formed under the laws of the British Virgin Islands (“Filled”) and Li Xiaoguang (collectively the “Sellers”), pursuant to which the Company would acquire from the Sellers a HK$11,700,000 portion of that certain Convertible Bond in the original principal amount of HK$356,375,000 issued by China Ruifeng Renewable Energy Holdings Limited, a Hong Kong listed company with the ticker “527.HK,” for a purchase price consisting of US$700,000 equivalent in HK$ (the “Cash Purchase Price”) and 1,932,000 shares of Company common stock (the “Shares”). $500,000 of the Cash Purchase Price shall be paid at closing, and the balance of the Cash Purchase Price of $200,000 shall be paid within 30 days of closing.

The foregoing summary does not purport to be complete and is qualified in its entirety by the form of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

The Company sold the Shares pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the Sellers were accredited, and the sales did not involve a public offering of securities or any general solicitation. The Shares will be issued with standard restrictive legends restricting the transfer thereof except pursuant to the Securities Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Note Purchase Agreement, dated January 12, 2026, by and between Clean Energy Technologies, Inc., Filled Converge Limited, and Li Xiaoguang
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

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: January 16, 2026	By:	/s/ Calvin Pang
		Calvin Pang
		Chief Financial Officer

FAQ

What transaction did Clean Energy Technologies (CETY) disclose in this 8-K?

Clean Energy Technologies, Inc. entered into a note purchase agreement to acquire a HK$11,700,000 portion of a convertible bond issued by China Ruifeng Renewable Energy Holdings Limited in exchange for cash and newly issued common shares.

What is CETY paying to acquire the HK$11,700,000 convertible bond portion?

CETY agreed to pay a cash purchase price of $700,000, equivalent in Hong Kong dollars, and to issue 1,932,000 shares of its common stock as consideration for the HK$11,700,000 portion of the convertible bond.

How is the $700,000 cash portion of the purchase price structured for CETY?

Of the $700,000 cash purchase price, $500,000 will be paid at closing and the remaining $200,000 will be paid within 30 days after closing of the note purchase transaction.

Who are the sellers in CETY’s note purchase agreement?

The sellers are Filled Converge Limited, a British Virgin Islands limited liability company, and Li Xiaoguang, who together are transferring the HK$11,700,000 portion of the China Ruifeng convertible bond to Clean Energy Technologies.

How were the 1,932,000 CETY shares issued in this transaction registered?

The 1,932,000 shares of CETY common stock were sold in an unregistered transaction relying on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, as the sellers were accredited and there was no public offering or general solicitation.

Will the new CETY shares issued to the sellers be freely tradable?

No. The shares will carry standard restrictive legends and their transfer is restricted unless an exemption from registration applies or they are later registered under the Securities Act.

What exhibit did CETY file related to the note purchase agreement?

CETY filed the Note Purchase Agreement dated January 12, 2026 as Exhibit 10.1, identifying the parties as Clean Energy Technologies, Inc., Filled Converge Limited, and Li Xiaoguang.