Clean Energy Technologies raises $150K via note

Q: What are the key terms of CETY’s new $166,500 convertible promissory note?

The note has $166,500 principal, a one-time 12% interest charge, maturity on September 8, 2027, and is repayable in 10 monthly payments of $18,648 starting December 8, 2026.

Q: How much cash did CETY actually receive from the Walnut Capital transaction?

Clean Energy Technologies received $150,000 in net funding from Walnut Capital in exchange for issuing a $166,500 principal amount convertible promissory note, with proceeds designated for general working capital.

Q: Under what exemption was CETY’s note offering conducted?

The note was sold in reliance on Section 4(a)(2) of the Securities Act of 1933, with no general solicitation and without a public offering, as described in the disclosure.

CETY took on a $166,500 convertible note for $150,000 in working capital, with high-cost terms and stock conversion features triggered by default.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Clean Energy Technologies, Inc. (CETY) entered into a securities purchase agreement with Walnut Capital, LLC on September 9, 2026, issuing a convertible promissory note with a principal amount of $166,500 for a purchase price of $150,000. The company received net funding of $150,000 for general working capital purposes.

The note carries a one-time 12% interest charge on the issuance date, matures on September 8, 2027, and is to be repaid in 10 monthly payments of $18,648 starting December 8, 2026. Following default, the holder may elect to convert the note into common stock at 85% of the lowest closing bid price over the ten trading days before conversion, subject to a 4.99% beneficial ownership cap and a 19.99% issuance limit tied to Nasdaq Rule 5635(d). For each conversion, the holder is entitled to deduct $1,500 from the conversion amount to cover its fees.

Positive

None.

Negative

$166,500 convertible note adds debt with a one-time 12% interest charge, default-triggered conversion at 85% of the lowest closing bid, and per-conversion $1,500 fee deductions, creating potential cost and dilution risks if the note is not repaid as scheduled.

Filing Explained

The note adds company debt now; common-share dilution is conditional on default and conversion, while latest reported cash equaled 2.2 days of quarterly outflow.

The filing reports a closed, unregistered note sale—not a reported common-stock issuance; conversion into common stock is only a post-default mechanism, so the immediate structural change is a company debt obligation rather than current equity dilution.

If post-default conversion occurs, issuing additional shares would increase total share count and reduce existing holders’ percentage ownership, subject to the filing’s 4.99% holder cap and 19.99% Nasdaq-related limit.

As of June 30, 2026, the company reported $19,735 of cash and equivalents, equal to 2.2 days of operating cash outflow at that quarter’s rate; the filing’s $150,000 working-capital proceeds add a new funding source.

Sources and calculations

Clean Energy Technologies Form 8-K (2026-09-09)
Dilution definition (n/a)
CETY latest quarterly fundamentals (2026-06-30)

Available liquidity against the last reported quarterly operating outflow, in days at that rate $19,735 / ($828,030 / 91) = 2.2 days

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Note principal amount: $166,500 Cash proceeds received: $150,000 One-time interest charge: 12% +5 more

8 metrics

Note principal amount $166,500 Principal of convertible promissory note issued to Walnut Capital, LLC

Cash proceeds received $150,000 Net funding received by the company from the transaction

One-time interest charge 12% Interest applied on the issuance date of the note

Monthly payment amount $18,648 Ten monthly payments beginning December 8, 2026

Maturity date September 8, 2027 Date the convertible promissory note matures

Conversion discount to market 15% Conversion price is 85% of the lowest closing bid during prior ten trading days after default

Beneficial ownership cap 4.99% Maximum beneficial ownership allowed for the holder upon conversion

Nasdaq issuance threshold 19.99% Limit on additional common shares issued under Nasdaq Rule 5635(d) without shareholder approval

Key Terms

convertible promissory note, beneficial ownership, Nasdaq Rule 5635(d), Section 4(a)(2) of the Securities Act of 1933, +1 more

5 terms

convertible promissory note financial

"purchased, a convertible promissory note in the principal amount of $166,500"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

beneficial ownership financial

"conversion would result in the holder’s beneficial ownership of the Company’s common stock"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Nasdaq Rule 5635(d) regulatory

"when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained"

Section 4(a)(2) of the Securities Act of 1933 regulatory

"The Note was sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"

general working capital purposes financial

"the proceeds from the Transaction be used for general working capital purposes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Clean Energy Technologies (CETY) enter into on September 9, 2026?

Clean Energy Technologies entered into a securities purchase agreement with Walnut Capital for a convertible promissory note with $166,500 principal in exchange for $150,000 in cash proceeds, intended for general working capital purposes.

What are the key terms of CETY’s new $166,500 convertible promissory note?

The note has $166,500 principal, a one-time 12% interest charge, maturity on September 8, 2027, and is repayable in 10 monthly payments of $18,648 starting December 8, 2026.

How does the stock conversion feature work for CETY’s new note?

After default, the holder may convert the note into CETY common stock at a price equal to 85% of the lowest closing bid during the ten trading days before conversion, subject to specified ownership and issuance limits.

What ownership limits apply to conversions of CETY’s convertible note?

Conversions are limited so the holder’s beneficial ownership cannot exceed 4.99% of outstanding common stock, and, under Nasdaq Rule 5635(d), conversions cannot result in issuing more than 19.99% of CETY common shares without required shareholder approval.

How much cash did CETY actually receive from the Walnut Capital transaction?

Clean Energy Technologies received $150,000 in net funding from Walnut Capital in exchange for issuing a $166,500 principal amount convertible promissory note, with proceeds designated for general working capital.

Under what exemption was CETY’s note offering conducted?

The note was sold in reliance on Section 4(a)(2) of the Securities Act of 1933, with no general solicitation and without a public offering, as described in the disclosure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/14/2026 - 05:26 PM Accepted by SEC EDGAR 09/14/2026 - 05:25 PM

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): September 9, 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)

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 September 9, 2026, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Walnut Capital, LLC, a Maryland limited liability company (“Walnut”), pursuant to which the Company sold, and Walnut purchased, a convertible promissory note in the principal amount of $166,500 (the “Note”) for a purchase price of $150,000 (the “Transaction”).

The Transaction was funded by Walnut and closed on September 9, 2026, and pursuant to the SPA, the Company received net funding of $150,000, and the Note was issued to Walnut.

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 general working capital purposes. The Note matures on September 8, 2027, accrues a one-time interest charge of 12% on the issuance date, shall be paid in 10 monthly payments in the amount of $18,648 beginning on December 8, 2026, and continuing on the 2^nd day 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 equal to 85% of the lowest closing bid price during the ten trading days prior to the conversion date; provided, however, that the holder may not convert the 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) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and 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). Additionally, the holder of the 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.

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 was 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 issuance did not involve a public offering.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

10.1		Securities Purchase Agreement, dated September 8, 2026, entered into between the Company and Walnut Capital, LLC *

10.2		Promissory Note, dated September 8, 2026, issued by the Company to Walnut Capital, 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: September 14, 2026	By:	/s/ Kambiz Mahdi
		Kambiz Mahdi
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents