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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): 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) |
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
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 |
