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): July 15, 2020

CLEAN ENERGY TECHNOLOGIES, INC.

(Exact name of Company as specified in its charter)

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:

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:

Item 1.01 Entry into a Definitive Material Agreement

On August 18, 2020, Clean Energy Technologies, Inc. (the “Company) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with LGH Investments, LLC (the “Investor”), pursuant to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount of $103,000, a 2 year Warrant (the “Warrant”) to purchase 1,500,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”) and one million (1,000,000) restricted shares of Common Stock (“Inducement Shares”). The Note carried an original issue discount of $3,000 with interest of 8% per annum payable at maturity. The Note matures 8 months from the issue date and is convertible at any time into the Common Stock at a conversion price equal to $0.02 per share, subject to adjustment. The conversion of the Note is limited to 4.99% of the issued and outstanding shares of the Common Stock unless the market capitalization falls below $2,000,000 in which case the limitation is increased to 9.99%. If an event of default occurs, the conversion price changes to the lesser of (a). $0.02 (two) cents or (b) 70% of the lowest traded price in the prior fifteen trading days immediately preceding a notice of conversion. In the event that the Company issues a convertible note on more favorable terms the terms of the Note will be revised to reflect such terms. The Note has amortization payments of $15,143.50 commencing 60 days after the Issue Date and each 30 days thereafter.

The Warrant has an exercise price of $0.04 per share, have a term of two years, and may be exercised on a cashless basis. The exercise price and number of shares subject to purchase under the Warrant are subject to adjustment for certain corporate actions.

The foregoing descriptions of the terms of the Securities Purchase Agreement, Note and Warrant does not purport to be complete and are qualified in their entirety by reference to the full text of the Securities Purchase Agreement, Note and Warrant attached hereto as Exhibits 10.114, 10.115 and 10.116, respectively.

On July 15, 2020 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 $128,000 (the “PowerUp Note”) carrying an interest rate of 11% and due on July 15, 2021. The purchase price on the PowerUp Note was $128,000 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 58,783,008 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 10.117 through 10.118 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 set forth above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sale of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities were were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof.

Item 8.01 Other.

The proceeds received by the Company from the Note issued to the Investor will be used to pay off the Company’s obligations under the $75,000 Note previously issued to Power Up Lending Group, Ltd. and for general working capital purposes.

Item 9.01 Financial Statements and Exhibits.

(d) 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.