Item 1.01. Entry Into a Material Definitive Agreement.
On May 31, 2019, Clean Energy Technologies, Inc., a Nevada corporation, (the “Company”) and MGW Investment I Limited, a limited company organized under the laws of the Cayman Islands (“MGWI”) entered into a subscription agreement pursuant to which the Company agreed to sell 168,000,000 units (each a “Unit” and together the “Units”) to MGWI for an aggregate purchase price of $1,999,200, or $.0119 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of common stock. The Common Stock will be issued to MGWI at such time as the Company increases the number of shares of its authorized Common Stock. The Warrant is exercisable at $.04 per share of Common Stock and expires one year from the date of issuance.
The issuance of the Units, Warrant and Common Stock issuable thereunder was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act, Rule 506 under Regulation D of the Securities Act and Regulation S under the Securities Act and in reliance on similar exemptions under applicable state laws. MGWI represented that it is an accredited investor within the
meaning of Rule 501 of Regulation D under the Securities Act; not domiciled in the United States; acquired the Company’s Units for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Company’s Units were offered without any general solicitation by the Company or its representatives.
The foregoing descriptions of the Subscription Agreement and Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the form of each of such document which are filed as Exhibits 10.101 to this Current Report on Form 8-K and incorporated herein by reference.