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): January 09, 2023
(January 09, 2023)
CLEAN COAL TECHNOLOGIES,
INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-50053
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26-1079442
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer Identification No.)
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of incorporation)
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295 Madison Avenue (12th
Floor), New York, NY
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10017
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(Address of principal executive office)
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(Zip Code)
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Registrant's telephone number, including area code: (646) 727-4847
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(Former name or former address, if changed since last report.)
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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 registrant
under any of the following provisions (see General Instruction A.2.
below):
☐ 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of Class
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Trading Symbol
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Name of Exchange on Which Registered
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Common
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CCTC
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OTCQB
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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.
☐
Item 1.01 Entry into a Settlement Agreement.
On January 09 2023, Clean Coal Technologies, Inc. (the “Company”)
entered into three separate settlement agreements (the “Settlement
Agreements”) with each of CCTC Acquisition Partners LLC (“CCTC”),
Black Diamond Financial Group LLC (“Black Diamond”) and Wyoming New
Power, Inc. (“WNP”) (“the Parties” which are all affiliated
entities of the Black Diamond Group) to settle an aggregate
principal amount of $13,914,908 plus accrued and unpaid interest,
default penalties, shares, warrants and fees and security interests
to the Parties in exchange for an aggregate of 73,000,000 shares of
the Company’s common stock (the “Stock Consideration”) in
accordance with the following.
CCTC Settlement Agreement.
The Aggregate Debt Amount consisted of the following as it relates
to CCTC.
(i) that certain Series A 12% Secured Convertible Promissory Note,
in the initial principal amount of $3,741,742.38 (the “Series A
Note”) issued to CCTC on November 25, 2015, (ii) that certain
Series B 12% Secured Convertible Promissory Note, in the initial
principal amount of $626,226.37 (the “Series B Note”) issued to
CCTC on November 25, 2015, (iii) that certain Series C 12% Secured
Convertible Promissory Note, in the initial principal amount of
$507,846.15 (the “Series C Note”) issued to CCTC on November 25,
2015, and (iv) that certain Series D 12% Secured Convertible
Promissory Note, in the initial principal amount of $192,800.00
September 14, 2016 (the “Series D Note” and together with each of
the Series A Note, the Series B Note and the Series C Note, the
“CCTC Notes”). Pursuant to the terms of the CCTC Notes, including
additional funds that have been advanced bringing the aggregate
amount of funds advanced up to $12,170,649.51. It has been agreed
that the balance of $12,170,649 plus accrued and unpaid interest
and default penalties payable on the notes and shares, warrants and
fees and security interests (Debt Amount) will be settled as per
below.
As part of the settlement agreement with the CCTC, the CCTC Debt
Amount will be cancelled in exchange for 68,700,000 shares of the
Company’s Common Stock.
WNP Settlement Agreement.
The Aggregate Debt Amount consisted of the following as it relates
to WNP.
Wyoming New Power Inc. has an aggregate principal amount due of
$1,135,727, plus accrued and unpaid interest and default penalties
payable on the notes and shares, warrants, and fees, and security
interests as of the settlement date and it will be exchanged for
2,800,000 ordinary shares of the Company.
Black Diamond Settlement Agreement.
Black Diamond Financial Group the aggregate principal amount due of
$608,532, plus accrued and unpaid interest and default penalties
payable on the notes and shares, warrants, and fees, and security
interests as of the settlement date which will be exchanged for
1,500,000 ordinary shares of the Company.
The Settlement Agreements contain representations and warranties,
and mutual general releases.
The foregoing description of the Settlement Agreements do not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Settlement
Agreements.
Item 3.02 Unregistered Sales of Equity Securities.
The applicable information set forth in Item 1.01 of this 8-K is
incorporated by reference in this Item 3.02. The Stock
Consideration was not registered under the Securities Act but
qualified for exemption under Section 4(a)(2) of the Securities
Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunder duly authorized.
Dated: January 12, 2023
CLEAN COAL TECHNOLOGIES, INC.
By: /s/ Aiden Neary
Aiden Neary
Chief Financial Officer
NONE false 0001445109
0001445109 2023-01-09 2023-01-09