Current Report Filing (8-k)
September 23 2022 - 11:35AM
Edgar (US Regulatory)
0001329606
false
0001329606
2022-09-20
2022-09-20
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 20, 2022.
CLEAN
ENERGY TECHNOLOGIES, INC.
(Exact
name of Company as specified in its charter)
Nevada |
|
000-55656 |
|
20-2675800 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
Number) |
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:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.001 |
|
CETY |
|
OTCQB |
Item
1.01 Entry into a Material Definitive Agreement.
On
September 20, 2022 Clean Energy Technology, Inc., a Nevada corporation (the “Company”) closed the transactions contemplated
by the Securities Purchase Agreement with Mast Hill , L.P. (Mast Hill”) dated September 16, 2022 pursuant to which the Company
issued to Mast Hill a $300,000 Convertible Promissory Note, due September 20, 2023 (the “Note”) for a purchase price of $270,000
plus an original issue discount in the amount of $30,000.00 at an interest rate of fifteen percent (15%) per annum.
The
principal and interest of the Note may be converted in whole or in part at any time on or following the earlier of (i) upon an event
of default or (ii) the date that the Company consummates an IPO and up listing to a national exchange (the “Up List Offering”),
into common stock of the Company, par value $.001 share (“Common Stock”), subject to anti-dilution adjustments and for certain
other corporate actions subject to a beneficial ownership limitation of 4.99% of Mast Hill and its affiliates. The per share conversion
price into which principal amount and accrued interest may be converted into shares of Common Stock equals $0.025. However if
the Company consummates the Up List Offering on or before March 15, 2023, then the conversion price will equal 75% of the offering price
per share of Common Stock (or units) as set in the Up List Offering. Upon an event of default, the Note will become immediately payable,
and the Company shall be required to pay a default rate of interest of 15% per annum. If the Company issues an equity security or
security convertible into Common Stock following the issue date of the Note, the conversion price of the Note will be lowered to such
price. Certain existing convertible debt is excluded from these antidilution provisions. At any time prior to an event of default,
the Note may be prepaid by the Company at a 115% premium. The note contains customary representations, warranties and covenants of the
Company.
The
foregoing does not purport to be a complete description of the rights and obligations of the parties under the Note and is qualified
by reference to the Convertible Promissory Note filed as Exhibit 10.151 to this Current Report on Form 8-K.
The
Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and Mast Hill as well as providing
Mast Hill with registration rights.
The
foregoing does not purport to be a complete description of the rights and obligations of the parties under the Note and is qualified
by reference to the Securities Purchase Agreement filed as Exhibit 10.152 to this Current Report on Form 8-K.
The
Company issued Mast Hill a five-year warrant (“Warrant”) to purchase 3,750,000 shares of Common Stock in connections
with the transactions described above. The Warrant may be exercised, in whole or in part, on the earlier of (i) on or after March 15,
2023 or (ii) the date that the Company consummates an Up List Offering. The exercise price of the Warrant is $0.04 per share, however,
that if the Company consummates an Up List Offering on or before March 15, 2023, then the exercise price equals 120% of the offering
price per share of Common Stock (or unit) as set in the Up List Offering. If (i) the date of an exercise notice is on or after March
15, 2023 and (ii) the per share price of Common Stock is greater than the exercise price, then, unless there is an effective non-stale
registration statement the Warrant may be exercised on a cashless exercise basis.
The
foregoing does not purport to be a complete description of the rights and obligations of the parties under the Note and is qualified
by reference to the Warrant filed as Exhibit 10.153 to this Current Report on Form 8-K.
Item
3.02 Unregistered Sales of Equity Securities
Item
1.01 of this Current Report on Form 8-K is incorporated by reference
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.
|
/s/
Kambiz Mahdi |
|
By: |
Kambiz
Mahdi |
|
|
Chief
Executive Officer |
|
|
|
|
Date: |
September
23, 2022 |
|
Clean Energy Technologies (QB) (USOTC:CETY)
Historical Stock Chart
From Aug 2024 to Sep 2024
Clean Energy Technologies (QB) (USOTC:CETY)
Historical Stock Chart
From Sep 2023 to Sep 2024