Current Report Filing (8-k)
June 10 2020 - 1:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): June 8, 2020
CLEAN
ENERGY TECHNOLOGIES, INC.
(Exact
name of Company as specified in its charter)
Nevada
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000-55656
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20-2675800
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
Number)
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2990
Redhill Avenue
Costa
Mesa, CA 92626
(Address
of principal executive offices)
Phone:
(949) 273-4990
(Company’s
Telephone Number)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under
any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001
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CETY
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OTCQB
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Item
1.01 Entry into a Material Definitive Agreement.
On
June 8, 2020, Clean Energy Technology, Inc., a Nevada corporation (the “Company”), entered into an Equity Financing
Agreement (“Equity Financing Agreement”) and Registration Rights Agreement (“Registration Rights Agreement”)
with GHS Investments LLC, a Nevada limited liability company (“GHS”). Under the terms of the Equity Financing Agreement,
GHS agreed to provide the Company with up to $2,000,000 upon effectiveness of a registration statement on Form S-1 (the “Registration
Statement”) filed with the U.S. Securities and Exchange Commission (the “Commission”)
Following
effectiveness of the Registration Statement, the Company shall have the discretion to deliver puts (each, a “Put”)
to GHS and GHS will be obligated to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”) based on the investment amount specified in each Put notice. The maximum amount that the Company shall be entitled
to put to GHS in each Put notice shall not be less than $10,000 nor exceed two hundred percent (200%) of the average daily trading
dollar volume of the Company’s Common Stock during the ten (10) trading days preceding the put, so long as such amount does
not exceed $400,000. Pursuant to the Equity Financing Agreement, GHS and its affiliates will not be permitted to purchase shares,
and the Company may not request Puts from GHS, that would result in GHS’s beneficial ownership equaling more than 4.99%
of the Company’s outstanding Common Stock. The price of each share in a Put shall be equal to eighty percent (80%) of the
average of the lowest two closing prices for the 10 days prior to the Put notice from the Company (the “Purchase Price”).
Puts may be delivered by the Company to GHS until (i) the earlier of thirty-six (36) months after the date of the Equity Financing
Agreement, (ii) the date on which GHS has purchased an aggregate of $2,000,000 worth of Common Stock under the terms of the Equity
Financing Agreement or (iii) such time the Registration Statement is no longer in effect. In accordance with the Equity Financing
Agreement, the Company issued GHS 764,526 shares of its Common Stock which was equal to the Purchase Price as of the execution
date of the Equity Financing Agreement and is obligated to issue $5,000 of Common Stock upon delivery of the second and third
Puts at the then applicable Purchase Price.
The
Registration Rights Agreement provides that the Company shall (i) use its best efforts to file with the Commission the Registration
Statement within 30 days of the date of the Registration Rights Agreement; and (ii) use reasonable commercial efforts to have
the Registration Statement declared effective by the Commission within 30 days after the date the Registration Statement is filed
with the Commission, but in no event more than 90 days after the Registration Statement is filed.
The
foregoing does not purport to be a complete description of the rights and obligations of the parties under the Equity Financing
Agreement and the Registration Rights Agreement and is qualified by reference to the Equity Financing Agreement and Registration
Rights Agreement filed as Exhibits 10.108, and 10.109, respectively, to this Current Report on Form 8-K.
Item
9.01 Financial Statement and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Clean
Energy Technologies, Inc.
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/s/
Kambiz Mahdi
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By:
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Kambiz
Mahdi
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Chief
Executive Officer
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Date:
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June
10, 2020
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