Current Report Filing (8-k)
November 04 2019 - 5:17PM
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): October 29, 2019
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
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(Address
of principal executive offices)
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Phone:
(949) 273-4990
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(Company’s
Telephone Number)
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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
October 29, 2019 Clean Energy Technologies, Inc. (the “Company”) entered into a Securities Purchase Agreement with
PowerUp Lending Group Ltd. (“PowerUp”) for the purchase of a Convertible Promissory Note in the aggregate principal
amount of $103,000 (the “PowerUp Note”) carrying an interest rate of 12% and due on October 29, 2020. The purchase
price on the PowerUp Note was $100,000 with the Company paying for expenses of $3,000. The funds received by the Company on October
30, 2019.
The
PowerUp Note may be converted at any time after 180 days from the issue date into shares of Company’s Common Stock at a
price equal to 65% of the lowest two day average closing bid price of the Company’s Common Stock during the 15 consecutive
Trading Days prior to the date on which Holder elects to convert all or part of the Power Up Note, subject to adjustment for certain
penalties. The PowerUp Note may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company
and permits the Company to pre-pay its obligations at a premium prior to maturity.
The
Company is required to reserve six times the number of shares of its Common Stock issuable on full conversion of the Power Up
Note (initially 52,820,512 shares).
The
foregoing description of the terms of the foregoing transactions does not purport to be complete and is qualified in its entirety
by the complete text of the documents attached as, respectively, Exhibits 10. through 10. to this Current Report on Form 8-K.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURE
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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November
4, 2019
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