Clean Energy Technologies issues $147,840 convertible note
Clean Energy Technologies, Inc. entered into a securities purchase agreement with 1800 Diagonal Lending LLC effective July 29, 2026, under which it issued a convertible promissory note with a principal amount of $147,840 for a purchase price of $132,000.
Rhea-AI Filing Summary
Clean Energy Technologies, Inc. entered into a securities purchase agreement with 1800 Diagonal Lending LLC effective July 29, 2026, under which it issued a convertible promissory note with a principal amount of $147,840 for a purchase price of $132,000. After a $2,500 legal expense and a $4,500 due diligence fee retained by the investor, the company received $125,000 in net funding.
The note matures on April 30, 2027, carries a one-time interest charge of 12% on the issuance date, and is to be repaid in 9 monthly payments of $18,397.78 starting August 30, 2026. Following a default, the holder may elect to convert amounts due into common stock at 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 cap tied to Nasdaq Rule 5635(d) when shareholder approval has not been obtained. For each conversion, the holder may deduct $1,500 from the conversion amount for its fees. Proceeds are required to be used for general working capital, and the note was issued in a private placement relying on Section 4(a)(2) of the Securities Act.
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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: $147,840
Purchase price: $132,000
Net funding received: $125,000
+5 more
8 metrics
Note principal
$147,840
Principal amount of convertible promissory note issued to 1800 Diagonal Lending LLC
Purchase price
$132,000
Amount paid by 1800 Diagonal for the note
Net funding received
$125,000
Cash proceeds to the company after $2,500 legal and $4,500 due diligence fees
One-time interest charge
12%
Interest applied on the note’s issuance date
Monthly payment amount
$18,397.78
Each of 9 scheduled monthly payments beginning August 30, 2026
Maturity date
April 30, 2027
Date on which the convertible promissory note matures
Conversion discount
85%
Conversion price equals 85% of lowest closing bid in prior 10 trading days after default
Beneficial ownership cap
4.99%
Maximum beneficial ownership of common stock for the note holder upon conversion
Key Terms
convertible promissory note, beneficial ownership, Nasdaq Rule 5635(d), general working capital purposes, +2 more
6 terms
convertible promissory note financial
"purchased, a convertible promissory note in the principal amount of $147,840"
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
"more than 19.99% of the shares of Company common stock being issued after any required aggregation per Rule 5635(d)"
general working capital purposes financial
"proceeds from the Transaction be used for general working capital purposes"
Section 4(a)(2) of the Securities Act of 1933 regulatory
"sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement"
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What financing did Clean Energy Technologies (CETY) arrange with 1800 Diagonal Lending LLC?
Clean Energy Technologies entered a securities purchase agreement with 1800 Diagonal Lending LLC, issuing a convertible promissory note with a principal amount of $147,840. The company received $125,000 in net funding after legal and due diligence fees were deducted from the purchase price.
What are the key terms of the new CETY convertible promissory note?
The note has a $147,840 principal, a one-time 12% interest charge at issuance, and matures on April 30, 2027. It is scheduled to be repaid in 9 monthly payments of $18,397.78 starting August 30, 2026, under the agreed amortization schedule.
How and when can the CETY note held by 1800 Diagonal be converted into stock?
Following a default, the holder may convert amounts due into common stock at 85% of the lowest closing bid price over the prior 10 trading days. Conversions are limited by a 4.99% beneficial ownership cap and a 19.99% issuance cap tied to Nasdaq Rule 5635(d).
What net proceeds did CETY receive from the 1800 Diagonal transaction and how must they be used?
Clean Energy Technologies received $125,000 in net proceeds after a $2,500 legal expense and a $4,500 due diligence fee. Under the agreement, the company must use the proceeds for general working capital purposes, supporting its ongoing operational needs.
Under what securities law exemption was the CETY convertible note issued?
The note was sold relying on the Section 4(a)(2) exemption of the Securities Act of 1933. The company states there was no general solicitation and the issuance did not involve a public offering, characterizing it as a private placement to a single institutional investor.
Are there any additional fees tied to conversions of the CETY note into equity?
Yes. For each conversion of the note into common stock, the holder is entitled to deduct $1,500 from the conversion amount. This deduction is intended to cover the holder’s fees associated with processing each individual conversion transaction under the note terms.
AI-generated analysis. How Rhea-AI works. Not financial advice.
