Current Report Filing (8-k)
September 10 2021 - 4:55PM
Edgar (US Regulatory)
0001329606
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0001329606
2021-09-07
2021-09-07
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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): September 7, 2021.
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
September, Clean Energy Technology, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement
(the “Securities Purchase Agreement”) and a $226,345 Original Issue Discount Note due September 7, 2022 with interest at
10% per annum (the “Note “) with Geneva Roth Remark Holdings Inc., a New York corporation (“Geneva”).
Under
the terms of the Note, the original issue discount is $23,345.00, netting the Company $203,000; principal and interest to be paid in
10 monthly payments commencing October 30, 2021, in the amount of $23,828,44 per month, with a 5 day grace period for each payment. An
event of default under the Note occurs for the failure of the Company to pay interest and principal after the application of the grace
period, breach of covenants, representations and warranties, receivership and bankruptcy, delisting of the Company stock, failure to
comply with timely filings with the Securities and Exchange Commission, financial restatements, cross defaults with agreements with
Geneva, and replacement of the transfer agent. Upon an event of default the Note will become immediately payable and the Company shall
be required to pay, 150% of the sum of the outstanding principal amount, accrued interest and default interest of 22%. If the default
amount is not paid within 5 days of the event of default Geneva may convert such outstanding amounts into common stock of the Company
at a 30% discount to the lowest closing bid price for the common stock for the five trading days prior to conversion, subject to Geneva’s
limitation of 4.99% ownership at any time prior to the full conversion of stock.
The
Securities Purchase Agreement contains representations, warranties, covenants and events of default customarily found in similar transactions.
The
foregoing does not purport to be a complete description of the rights and obligations of the parties under the Securities Purchase Agreement
and the Note and is qualified by reference to the Securities Purchase Agreement and Note filed as Exhibits 10.130, and 10.131, 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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September
10, 2021
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