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 6, 2020

 

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 Definitive Material Agreement

 

On July 6, 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 $164,800, a 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 $4,800 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 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 10.111, 10.112 and 10.113, respectively.

 

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 with respect to issuance of the Note 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 with respect to the issuance of the Note and Warrant is incorporated by reference into this Item 3.02. The Note and Warrant issued to the Investor 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 $103,000 Note previously issued to Power Up Lending Group, Ltd. and for general working capital purposes.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.111   Form of Securities Purchase Agreement, dated July 6, 2020, by and between Clean Energy Technologies, Inc. and LGH Investments, LLC
     

10.112

  Form of $164,800 Convertible Promissory Note, dated July 6, 2020, issued by Clean Energy Technologies, Inc. to LGH Investments, LLC
     

10.113

  Form of Common Stock Purchase Warrant, dated July 6, 2020, issued by Clean Energy Technologies, Inc. to LGH Investments, LLC

 

 

 

 

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: July 8, 2020  

 

 

 

 

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