UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the
Securities
Exchange Act of 1934
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the appropriate box: |
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Preliminary
Information statement |
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Confidential,
For Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) |
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Definitive
Information Statement |
CLEAN
ENERGY TECHNOLOGIES, INC.
(Name
of Registrant as Specified in Its Charter)
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of filing fee (Check the appropriate box): |
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No
Fee Required |
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Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11. |
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Aggregate
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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Fee
paid previously with preliminary materials. |
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box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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Form,
Schedule or Registration Statement No.: |
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CLEAN
ENERGY TECHNOLOGIES, INC.
1340
Reynolds Avenue, Unit 120
Irvine,
CA 92614
(949)
273-4990
INFORMATION
STATEMENT
To
the Holders of Common Stock of Clean Energy Technologies, Inc.,
This
Information Statement is being circulated to the stockholders of record of the outstanding common stock, $0.001 par value per share (the
“Common Stock”), of Clean Energy Technologies, Inc. (the “Company”), as of the close of business on July 30,
2025, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The
purpose of this Information Statement is to inform our stockholders of actions taken by written consent of the holders of a majority
of the outstanding voting stock of the Company, holding approximately 56.4% of the outstanding shares of our Common Stock (the “Majority
Stockholders”). This Information Statement shall be considered the notice required under Chapter 78 of the Nevada Revised Statutes
(the “NRS”).
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
The
following actions were authorized by written consent of the Majority Stockholders:
Entry
into Securities Purchase Agreement, and Issuance of Convertible Note and Shares
On
July 18, 2025, the Company entered into a securities purchase agreement (the “SPA”) with Firstfire Global Opportunities Fund,
LLC, a Delaware limited liability company (“FirstFire”), pursuant to which the Company sold, and FirstFire purchased, (i)
a convertible promissory note in the principal amount of $201,250 (the “Note”), and (ii) 125,000 shares of Company common
stock (the “Shares”), for an aggregate purchase price of $175,000 (the “Transaction”).
The
Note and Shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”).
The
Company is subject to the NASDAQ Stock Market’s Listing Rules because the Common Stock is currently listed on the NASDAQ Capital
Market (“NASDAQ”). The issuance of the Shares and additional shares of Common Stock, issuable upon conversion of the Note,
implicate certain of the NASDAQ listing standards requiring prior stockholder approval in order to maintain our listing on NASDAQ.
The
Majority Stockholders, in accordance with NASDAQ Listing Rules 5635(b) and 5635(d), approved (i) the entry into the Securities Purchase
Agreement and the transactions contemplated thereunder, including the issuance of the Note and Shares, (ii) the issuance of shares of
Common Stock issuable upon the full conversion of the Note, and (iii) the authorization and reservation for the purpose of issuance of
additional shares of Common Stock issuable upon full conversion of the Note and other actions required for the reservation of the shares
of Common Stock as described in the Securities Purchase Agreement.
The
written consents of the Majority Stockholders we have received constitute the only stockholder approval required under the NRS, NASDAQ
Listing Rules 5635(b) and 5635(d), our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws, to approve
the issuance of the Note and Shares, and all of the shares of Common Stock issuable upon conversion of the Note. Our Board of Directors
is not soliciting your consent or your proxy in connection with this action, and neither consents nor proxies are being requested from
stockholders.
The
actions taken by written consent of the Majority Stockholders will not become effective until the date that is twenty (20) calendar days
after this Information Statement is first mailed or otherwise delivered to holders of our Common Stock as of the Record Date.
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By
order of the Board of Directors |
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/s/ Kambiz Mahdi |
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Kambiz
Mahdi |
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Chief
Executive Officer and Director |
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August
18, 2025 |
THIS
INFORMATION STATEMENT IS BEING PROVIDED TO YOU BY THE BOARD OF
DIRECTORS
OF THE COMPANY. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY
INFORMATION
STATEMENT
August
18, 2025
GENERAL
INFORMATION
Clean
Energy Technologies, Inc., a Nevada corporation, with its principal executive offices located at 1340 Reynolds Avenue, Unit 120, Irvine,
CA, 92614, is sending you this Notice and Information Statement to notify you of an action that the Majority Stockholders has taken by
written consent in lieu of a special meeting of stockholders. References in this Information Statement to the “Company, “we,”
“our,” “us,” and “Clean Energy” are to Clean Energy Technologies, Inc., and, to the extent applicable,
its subsidiaries. The entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses,
nominees, custodians, fiduciaries and other like parties to forward the Information Statement to beneficial owners of the Common Stock
held of record by them.
Copies
of this Information Statement are being mailed on or about August 18, 2025, to the holders of record of the outstanding shares
of our Common Stock on July 30, 2025, which we refer to as the “Record Date.”
Background
The
following actions were approved by the written consent of the Majority Stockholders holding approximately 56.4% of our outstanding voting
stock as of July 30, 2025, in lieu of a special meeting of our stockholders.
Entry
into Securities Purchase Agreement, and Issuance of Convertible Note and Shares
On
July 18, 2025, the Company entered into a securities purchase agreement (the “SPA”) with Firstfire Global Opportunities Fund,
LLC, a Delaware limited liability company (“FirstFire”), pursuant to which the Company sold, and FirstFire purchased, (i)
a convertible promissory note in the principal amount of $201,250 (the “Note”), and (ii) 125,000 shares of Company common
stock (the “Shares”), for an aggregate purchase price of $175,000 (the “Transaction”).
The
Note and Shares were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Securities Act”).
The
Company is subject to the NASDAQ Stock Market’s Listing Rules because the Common Stock is currently listed on the NASDAQ Capital
Market (“NASDAQ”). The issuance of the Shares and additional shares of Common Stock, issuable upon conversion of the Note
implicate certain of the NASDAQ listing standards requiring prior stockholder approval in order to maintain our listing on NASDAQ.
The
Majority Stockholders, in accordance with NASDAQ Listing Rules 5635(b) and 5635(d), approved (i) the entry into the Securities Purchase
Agreement and the transactions contemplated thereunder, including the issuance of the Note and Shares, (ii) the issuance of shares of
Common Stock issuable upon the full conversion of the Note, and (iii) the authorization and reservation for the purpose of issuance of
additional shares of Common Stock issuable upon full conversion of the Note and other actions required for the reservation of the shares
of Common Stock as described in the Securities Purchase Agreement.
The
written consents of the Majority Stockholders we have received constitute the only stockholder approval required under the NRS, NASDAQ
Listing Rules 5635(b) and 5635(d), our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws, to approve
the issuance of the Note and Shares, and all of the Common Stock issuable upon conversion of the Note. Our Board of Directors is not
soliciting your consent or your proxy in connection with this action, and neither consents nor proxies are being requested from stockholders.
The
actions taken by written consent of the Majority Stockholders will not become effective until the date that is twenty (20) calendar days
after this Information Statement is first mailed or otherwise delivered to holders of our Common Stock as of the Record Date.
WE
ARE NOT ASKING YOU FOR A PROXY, AND
YOU
ARE REQUESTED NOT TO SEND A PROXY.
ACTION
TAKEN
This
Information Statement contains a brief summary of the material aspects of the action approved by the members of the Board of Directors
of the Company and the Majority Stockholders.
APPROVAL
OF (I) THE ISSUANCE OF COMMON STOCK, (II) ISSUANCE OF COMMON STOCK UPON CONVERSION OF THE NOTE, ISSUANCE OF COMMON STOCK UPON EXERCISE
OF THE WARRANTS, IN ACCORDANCE WITH APPLICABLE NASDAQ LISTING RULES
Securities
Purchase Agreement, and Convertible Note and Shares
On
July 18, 2025, the Company entered into a securities purchase agreement (the “SPA”) with Firstfire Global Opportunities Fund,
LLC, a Delaware limited liability company (“FirstFire”), pursuant to which the Company sold, and FirstFire purchased, (i)
a convertible promissory note in the principal amount of $201,250 (the “Note”), and (ii) 125,000 shares of Company common
stock (the “Shares”), for an aggregate purchase price of $175,000 (the “Transaction”).
The
Transaction closed on July 21, 2025, and on such date pursuant to the SPA, FirstFire’s legal expenses of $5,500 were paid from
the gross purchase price, the Company received net funding of $169,500, and the Note and Shares were issued to FirstFire.
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 working capital, 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 obtain shareholder approval on or before July 23, 2025, to issue shares of Company common stock
to FirstFire in excess of the Exchange Cap (as defined below) pursuant to Nasdaq’s listing rules, and (ii) until such shareholder
approval has been obtained, prohibits the issuance of more shares of common stock to the holder than the number of shares of common stock
that may be issued to the holder prior to obtaining shareholder approval in accordance with Nasdaq Rule 5635(d) (the “Exchange
Cap”).
The
Note matures 12 months following the issue date, accrues guaranteed interest of 10% per annum (with the first 12 months of interest guaranteed
and earned in full as of issuance of the Note), and is unsecured. The Company is generally required to make monthly payments beginning
September 18, 2025 (and on the 18th of each month thereafter) in the amount of $22,137.50 per month. The Note is convertible
into shares of the Company’s common stock at the election of the holder at a conversion price equal to 85% of the lowest traded
price 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 in each note conversion to cover the holder’s fees associated with the conversion.
Stockholders
Entitled to Receive Notice of Action by Written Consent
Under
NRS 78.320, our Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws, any action that can be taken at an
annual or special meeting of stockholders may be taken without a meeting, without prior notice and without a vote, if the holders of
outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting
at which all shares entitled to vote thereon were present, consent to such action in writing. Prompt notice of any action so taken by
written consent must be provided to all holders of our Common Stock as of the Record Date.
NASDAQ
Listing Requirements and the Necessity of Stockholder Approval
The
Company is subject to the NASDAQ Listing Rules because our Common Stock is currently listed on NASDAQ. The issuance of the Shares and
additional shares of our Common Stock issuable upon conversion of the Note implicate certain of the NASDAQ listing standards requiring
prior stockholder approval in order to maintain our listing on NASDAQ, as follows:
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NASDAQ
Listing Rule 5635(b) requires stockholder approval when any issuance or potential issuance will result in a “change of control”
of the issuer (which may be deemed to occur if after a transaction a single investor or affiliated investor group acquires, or has
the right to acquire, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting
power of the issuer and such ownership would be the largest ownership position of the issuer). For the purposes of this rule, investors
in the Transaction may be deemed to be the controlling stockholders following the conversion of the Note. Stockholders should note
that a “change of control” as described under Rule 5635(b) applies only with respect to the application of such rule,
and does not necessarily constitute a “change of control” for purposes of Nevada law, our organizational documents, or
any other purpose. |
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NASDAQ
Listing Rule 5635(d) requires stockholder approval prior to a transaction, other than a public offering, involving the sale, issuance
or potential issuance by the issuer of common stock (or securities convertible into or exercisable for common stock), which alone
or together with sales by officers, directors or substantial stockholders of the issuer, equals 20% or more of the common stock or
20% or more of the voting power outstanding before the issuance at a price that is less than the lower of (i) the closing price immediately
preceding the signing of the binding agreement; or (ii) the average closing price of the common stock for the five trading days immediately
preceding the signing of the binding agreement. |
As
a result of the conversion price adjustment provisions in the Note, the issuance of our Common Stock upon conversion of the Note may
be at a discount to the market value of our Common Stock within the meaning of NASDAQ Listing Rule 5635(d).
Assuming
a conversion price of approximately 85% of the closing price of our Common Stock on July 30, 2025 (85% of $0.2252/share), the Note would
convert into in excess of 1,156,488 shares of our Common Stock upon full conversion of the Note, and the shares of Common Stock issued
upon the full conversion of the Note would represent in the aggregate approximately 1.8% of the issued and outstanding shares of our
Common Stock as of July 30, 2025, without including additional shares of Common Stock issued and issuable in the Transactions (the Shares,
which would increase the aforementioned percentage). However, under NASDAQ’s interpretive material regarding NASDAQ Listing Rule
5635, the maximum potential issuance under the conversion of the Note will exceed 20% of the Common Stock outstanding because the Note
could potentially be converted into Common Stock based on a share price of $0.01 or less. See IM-5635-4; “Interpretive
Material Regarding Future Priced Securities and Other Securities with Variable Conversion Terms.” Therefore, the issuance of
shares of Common Stock under the Transaction requires prior stockholder approval under NASDAQ Listing Rule 5635.
The
Majority Stockholders, in accordance with NASDAQ Listing Rules 5635(b) and 5635(d), approved (i) the entry into the Securities Purchase
Agreement and the transactions contemplated thereunder, including the issuance of the Note and Shares, (ii) the issuance of shares of
Common Stock issuable upon the full conversion of the Note, and (iii) the authorization and reservation for the purpose of issuance of
additional shares of Common Stock issuable upon full conversion of the Note and other actions required for the reservation of the shares
of Common Stock as described in the Securities Purchase Agreement.
Effective
Date of Action by Written Consent
Pursuant
to Rule 14c-2 promulgated under the Exchange Act, the earliest date that the corporate action being taken pursuant to the written consent
can become effective is 20 calendar days after the first mailing or other delivery of this Information Statement to holders of our Common
Stock as of the Record Date. On the 20th calendar day after the first mailing or other delivery of this Information Statement,
the action taken by written consent of the Majority Stockholders described above will become effective. We recommend that you read this
Information Statement in its entirety for a full description of the action approved by the holders of a majority of our outstanding Common
Stock.
Dissenter’s
Rights of Appraisal
Stockholders
do not have any dissenter’s rights or appraisal rights in connection with the approval of the issuance of the Note, Shares, and
the Common Stock issuable upon conversion of the Note.
OUTSTANDING
VOTING SECURITIES
Each
share of our Common Stock entitles its holder to one vote on each matter submitted to stockholders. As of the Record Date, 65,776,161
shares of Common Stock were issued and outstanding and entitled to take action by written consent and to receive notice of the action
taken by written consent, and 37,093,346 shares owned by the Majority Stockholders (24,044,101 shares held by MGW Investment I Limited,
which is controlled by our CFO and director, Calvin Pang, 2,317,541 shares held by the Kambiz and Bahareh Mahdi Living Trust, which is
controlled by our CEO and director, Kambiz Mahdi, 2,682,926 shares held by Andy Capital Limited, which is controlled by Zhihong Xu, 2,682,926
shares held by Charm Fund Limited, which is controlled by Regine Lee, 2,682,926 shares held by Linkage International Limited, which is
controlled by Lu Mo, and Top Choice Management Limited, which is controlled by Yang Yang) consented in favor of the actions to be taken,
constituting approximately 56.4% of the total shares of Common Stock outstanding as of the Record Date.
As
of July 30, 2025, the Majority Stockholders had executed and delivered to the Company written consents approving the action set forth
herein. Since the action has been approved by the Majority Stockholders, no proxies are being solicited with this Information Statement.
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table sets forth certain information with respect to the beneficial ownership of our common stock as of July 30, 2025, for
(i) each of our named executive officers and directors; (ii) all of our named executive officers and directors as a group; and (iii)
each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding common stock.
Beneficial
ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For
purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock
that such person or any member of such group has the right to acquire within sixty (60) days thereafter. For purposes of computing the
percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person
or persons has the right to acquire within sixty (60) days are deemed to be outstanding for such person, but not deemed to be outstanding
for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially
owned does not constitute an admission of beneficial ownership by any person.
The
percentages below are calculated based on 65,776,161 shares of our common stock, and no shares of our preferred stock, issued and outstanding
as of July 30, 2025. We do not have any outstanding options, warrants exercisable for, or other securities convertible into shares of
our common stock within the next 60 days which are deemed beneficially owned by the holder thereof which are required to be disclosed
below. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o our company, Clean Energy Technologies,
Inc., 1340 Reynolds Avenue, Unit 120, Irvine, CA, 92614.
| Name of Beneficial Owners (1) | |
Number of Shares
of
Common Stock
Beneficially Owned | |
Percentage |
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| 5% Holders | |
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| Calvin Pang (1) | |
| 24,044,101 | | |
| 36.6 | % |
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| Officers and Directors | |
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| Calvin Pang(1) | |
| 24,044,101 | | |
| 36.6 | % |
| Kambiz Mahdi (2) | |
| 2,317,541 | | |
| 3.5 | % |
| All directors and officers as a group | |
| 37,093,346 | | |
| 40.1 | % |
| (1) |
Consists
of 24,044,101 shares of common stock held by MGW Investment I Limited (“MGWI”). Our CFO and director, Calvin Pang, has
voting and investment power with respect to common stock held by MGW Investment I Limited |
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Consists
of 2,317,541 shares of common stock held by the Kambiz and Bahareh Mahdi Living Trust, and deemed to be beneficially owned by our
CEO and director, Kambiz Mahdi, and his spouse, Bahareh Mahdi, as trustees of the trust. |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Information Statement contains forward-looking statements in addition to historical information. When used in this Information Statement,
the words “can,” “will,” “intends,” “expects,” “believes,” similar expressions
and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. All statements
that address activities, events or developments that the Company intends, expects or believes may occur in the future are forward-looking
statements. Any forward-looking statements made by the Company in this Information Statement speak only as of the date hereof. Factors
or events that affect the transactions or could cause the Company’s actual results to differ may emerge from time to time, and
it is not possible for the Company to predict all of them. The Company does not undertake any obligation to update or revise any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities
laws.
INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to incorporate by reference information into this Information Statement, which means that we can disclose important information
to you by referring you to another document that we have filed separately with the SEC. The information incorporated by reference is
deemed to be part of this Information Statement.
The
following documents, as filed with the SEC by the Company, are incorporated herein by reference:
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(1) |
Annual
Report on Form 10-K for the year ended December 31, 2024, filed on April 14, 2025. |
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(2) |
Annual
Report on Form 10-K/A for the year ended December 31, 2024, filed on April 15, 2025. |
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(3) |
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 20, 2025. |
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(4) |
Current
Report on Form 8-K filed on July 23, 2025. |
Copies
of documents incorporated by reference, excluding exhibits except to the extent such exhibits are specifically incorporated by reference,
are available from us without charge, upon oral or written request to:
CLEAN
ENERGY TECHNOLOGIES, INC.
1340
Reynolds Avenue, Unit 120
Irvine,
CA 92614
(949)
273-4990
Attn:
Secretary
ADDITIONAL
INFORMATION
We
file reports with the SEC. These reports include annual and quarterly reports, as well as other information the Company is required to
file pursuant to the Exchange Act. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC at http://www.sec.gov.
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By
order of the Board of Directors |
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/s/ Kambiz Mahdi |
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Kambiz
Mahdi |
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Chief
Executive Officer and Director |
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August
18, 2025 |
