Clean Energy Technologies issues $406K convertible note

Q: What are the key terms of CETY’s new $406,000 convertible promissory note?

The note carries 12% annual interest, matures 12 months after its April 20, 2026 issue date, and is convertible starting six months after issuance at 85% of the lowest 10-day volume-weighted average price before conversion, subject to ownership and share issuance limits.

Q: How will Clean Energy Technologies use the proceeds from this convertible note?

The net $350,280 in proceeds must be used for business development and to pay amounts owed to the Company’s service providers. The agreement specifically prohibits using funds to repay insider debt, prior corporate finance debt, or to make loans to officers, directors, employees, or affiliates.

Q: What shareholder approvals and deadlines apply to CETY’s Exchange Cap under this deal?

The agreement limits issuance to 2,000,000 shares until shareholders approve issuing more under Nasdaq Listing Rule 5635. Clean Energy Technologies must obtain shareholder approval by May 1, 2026, then file a preliminary Schedule 14C by June 1, 2026, followed by a definitive information statement.

Q: What protections limit Pacific Pier’s ownership and conversions in the CETY note?

The note includes a 4.99% beneficial ownership cap, preventing conversions that would push Pacific Pier’s ownership above that level. It also contains a 2,000,000-share Exchange Cap before shareholder approval, and each conversion allows the holder to deduct specified fee amounts from the conversion value.

Clean Energy Technologies, Inc. entered into a securities purchase agreement with Pacific Pier Capital II, LP, issuing a $406,000 convertible promissory note for a purchase price of $357,280.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Clean Energy Technologies, Inc. entered into a securities purchase agreement with Pacific Pier Capital II, LP, issuing a $406,000 convertible promissory note for a purchase price of $357,280. After deducting Pacific Pier’s $7,000 legal expenses, the Company received net funding of $350,280.

The proceeds must be used for business development and to pay service providers, and may not repay insider or prior corporate finance debt or fund loans to affiliates. The note matures 12 months after its April 20, 2026 issue date, bears 12% annual interest, and is convertible starting six months after issuance at 85% of the lowest daily volume-weighted average price over the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap.

The agreement limits issuances to 2,000,000 shares (the Exchange Cap) until Nasdaq shareholder approval is obtained. The Company is required to secure shareholder approval by May 1, 2026, then file a preliminary Schedule 14C by June 1, 2026 and a definitive information statement as soon as allowed.

Insights

CETY adds short-term, discounted convertible debt with caps and Nasdaq-driven approvals.

Clean Energy Technologies raised $350,280 in net cash through a $406,000 convertible note bearing 12% interest and a 12‑month maturity. The note converts at 85% of the lowest 10‑day volume-weighted average price, creating a built-in discount for the investor.

Conversion is constrained by a 4.99% beneficial ownership limit and a 2,000,000-share Exchange Cap until shareholder approval under Nasdaq Listing Rule 5635. These features can moderate immediate ownership concentration but still introduce potential dilution tied to future share prices.

Key execution points are obtaining shareholder approval by May 1, 2026 and filing the preliminary Schedule 14C by June 1, 2026. The mandated use of proceeds toward business development and service provider payments channels this funding toward operations rather than insider or legacy finance-related repayments.

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

Convertible note principal: $406,000 Purchase price: $357,280 Net proceeds: $350,280 +5 more

8 metrics

Convertible note principal $406,000 Principal amount of note issued to Pacific Pier

Purchase price $357,280 Amount paid by Pacific Pier for the note

Net proceeds $350,280 Cash received by the Company after $7,000 legal expenses

Interest rate 12% per annum Coupon on the convertible promissory note

Conversion discount 85% of lowest 10-day VWAP Conversion price formula after six months from issue date

Exchange Cap 2,000,000 shares Maximum common shares issuable to Pacific Pier before approval

Beneficial ownership cap 4.99% Limit on holder’s post-conversion common stock ownership

Shareholder approval deadline May 1, 2026 Date by which shareholder approval must be obtained

Key Terms

convertible promissory note, Nasdaq Listing Rule 5635, beneficial ownership, Schedule 14C, +2 more

6 terms

convertible promissory note financial

"purchased, a convertible promissory note in the principal amount of $406,000"

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.

Nasdaq Listing Rule 5635 regulatory

"requires the Company to satisfy the shareholder approval requirements of Nasdaq Listing Rule 5635"

Nasdaq Listing Rule 5635 is a stock-exchange rule that requires a listed company to get shareholder approval before issuing a large number of new shares or other securities that can convert into shares or carry voting power beyond set thresholds. Investors should care because these approvals prevent unexpected dilution of existing ownership and sudden shifts in voting control—think of it like needing agreement from current owners before cutting the pizza into many more slices that shrink each person’s piece.

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.

Schedule 14C regulatory

"file a preliminary information statement on Schedule 14C in connection with the issuance"

Schedule 14C is an SEC filing that companies use to send an official information statement to shareholders when they are not asking for proxy votes. It lays out key facts about corporate actions—such as reorganizations, related-party transactions, or changes in governance—so investors can understand what’s happening without being asked to vote, like receiving a detailed neighborhood notice about a rule change rather than a petition. Because it provides formal, regulated disclosure, Schedule 14C helps investors verify claims, weigh potential impacts on ownership or value, and hold management accountable.

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"

volume-weighted average price financial

"conversion price equal to 85% of the lowest daily volume-weighted average price"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

FAQ

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

What financing did Clean Energy Technologies (CETY) arrange with Pacific Pier Capital II, LP?

Clean Energy Technologies entered a securities purchase agreement with Pacific Pier Capital II, LP for a $406,000 convertible promissory note. The investor paid $357,280, and after deducting $7,000 of legal expenses, the Company received $350,280 in net funding to support operations.

What are the key terms of CETY’s new $406,000 convertible promissory note?

The note carries 12% annual interest, matures 12 months after its April 20, 2026 issue date, and is convertible starting six months after issuance at 85% of the lowest 10-day volume-weighted average price before conversion, subject to ownership and share issuance limits.

How will Clean Energy Technologies use the proceeds from this convertible note?

The net $350,280 in proceeds must be used for business development and to pay amounts owed to the Company’s service providers. The agreement specifically prohibits using funds to repay insider debt, prior corporate finance debt, or to make loans to officers, directors, employees, or affiliates.

What shareholder approvals and deadlines apply to CETY’s Exchange Cap under this deal?

The agreement limits issuance to 2,000,000 shares until shareholders approve issuing more under Nasdaq Listing Rule 5635. Clean Energy Technologies must obtain shareholder approval by May 1, 2026, then file a preliminary Schedule 14C by June 1, 2026, followed by a definitive information statement.

What protections limit Pacific Pier’s ownership and conversions in the CETY note?

The note includes a 4.99% beneficial ownership cap, preventing conversions that would push Pacific Pier’s ownership above that level. It also contains a 2,000,000-share Exchange Cap before shareholder approval, and each conversion allows the holder to deduct specified fee amounts from the conversion value.

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

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Accepted by SEC EDGAR 04/28/2026 - 04:53 PM EDT

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): April 22, 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 April 22, 2026, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Pacific Pier Capital II, LP, a Delaware limited partnership (“Pacific Pier”), pursuant to which the Company sold, and Pacific Pier purchased, a convertible promissory note in the principal amount of $406,000 (the “Note”) for a purchase price of $357,280 (the “Transaction”).

The Transaction was funded by Pacific Pier and closed on April 22, 2026, and pursuant to the SPA, Pacific Pier’s legal expenses of $7,000 were paid from the gross purchase price, the Company received net funding of $350,280, and the Note was issued to Pacific Pier.

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 business development and the payment of amounts owed to service providers of the Company, but not for repayment of indebtedness owed to officers, directors or employees of the Company or their affiliates, the repayment of any debt issued in corporate finance transactions, any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company’s currently existing operations), or any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company. The SPA also (i) requires the Company to satisfy the shareholder approval requirements of Nasdaq Listing Rule 5635, (ii) prohibits the issuance of more than 2,000,000 shares of Company common stock (the “Exchange Cap”) to Pacific Pier in the aggregate until shareholder approval has been received to issue shares in excess of the Exchange Cap and such approval has become effective pursuant to the rules promulgated under the Securities Exchange Act of 1934, as amended, and (iii) requires the Company to obtain shareholder approval by May 1, 2026, file a preliminary information statement on Schedule 14C in connection with the issuance of shares in excess of Exchange Cap under the Transaction with the U.S. Securities and Exchange Commission (the “SEC”) on or before June 1, 2026, and file a definitive information statement as soon as permissible.

The Note matures 12 months following the issue date set forth in the Note (April 20, 2026), accrues interest of 12% per annum, and is convertible into shares of the Company’s common stock at the election of the holder, at or following six months after the issue date, at a conversion price equal to 85% of the lowest daily volume-weighted average price (during regular trading hours) on any trading day during the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the Note 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. Additionally, the holder of the Note is entitled to deduct $1,750 from the conversion amount (or $500 if the conversion amount is $25,000 or less) 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 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 April 20, 2026, entered into between the Company and Pacific Pier Capital II, LP *

10.2		Promissory Note, dated April 20, 2026, issued by the Company to Pacific Pier Capital II, LP *

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: April 28, 2026	By:	/s/ Kambiz Mahdi
		Kambiz Mahdi
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Clean Energy Technologies issues $406K convertible note

Rhea-AI Filing Summary