Clean Energy Technologies (NASDAQ: CETY) raises cash via $166.5K convertible note
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Coventry Enterprises LLC, under which Coventry bought a convertible promissory note with a principal amount of $166,500 for a purchase price of $150,000. After paying $3,000 of Coventry’s legal expenses and $6,000 to a registered broker-dealer, the company received net funding of $141,000 for general working capital.
The note carries a one-time interest charge of 12%, matures on May 1, 2027, and is to be repaid in 10 monthly payments of $18,648 starting August 7, 2026. Following a default, the note becomes convertible at the holder’s election into common stock at a price equal to 85% of the lowest closing bid price during the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap and a 19.99% issuance limit tied to Nasdaq Rule 5635(d). Each conversion also allows the holder to deduct $1,500 from the conversion amount for its fees.
Positive
- None.
Negative
- None.
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, and exhibit attachments filed with this report.
Key Figures
Note principal: $166,500
Purchase price: $150,000
Net proceeds: $141,000
+5 more
8 metrics
Note principal
$166,500
Convertible promissory note issued to Coventry Enterprises LLC
Purchase price
$150,000
Amount paid by Coventry for the note
Net proceeds
$141,000
Cash received by company after legal and broker fees
Interest charge
12%
One-time interest applied on issuance date of note
Monthly payment
$18,648
10 scheduled payments beginning August 7, 2026
Maturity date
May 1, 2027
Final maturity of the convertible promissory note
Ownership cap
4.99%
Beneficial ownership limit on conversions
Nasdaq issuance limit
19.99%
Share issuance cap tied to Nasdaq Rule 5635(d)
Key Terms
securities purchase agreement, convertible promissory note, Section 4(a)(2) of the Securities Act of 1933, Nasdaq Rule 5635(d), +2 more
6 terms
securities purchase agreement financial
"entered into a securities purchase agreement (the “SPA”) with Coventry Enterprises LLC"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
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.
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"
Nasdaq Rule 5635(d) regulatory
"when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained"
beneficial ownership financial
"conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99%"
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.
Emerging growth company regulatory
"Emerging growth company Item 1.01. Entry into a Material Definitive Agreement."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
