Item
1.01 Entry into a Definitive Material Agreement
On
October 14, 2020, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement
(the “Securities Purchase Agreement”) with Firstfire Global Opportunities Fund LLC (the “Investor”), pursuant
to which the Company issued to the Investor a convertible promissory note (the “Note”) in the original principal amount
of $168,000, 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 two hundred and fifty thousand (1,250,000) restricted shares
of Common Stock (“Inducement Shares”). The Note carried an original issue discount of $8,000 with interest of 8% per
annum payable at maturity. The Note matures 10 months from the funding date and is convertible at any time 180 days after the
issue date 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 which may be waived by Investor to 9.99% upon
61 days prior notice to the Company. If an event of default occurs, the conversion price changes to the lesser of (a). $0.02 (two)
cents or (b) a discount to market based upon subsequent financing, or (c) 70% of either the lowest traded price in the prior 10
trading days immediately preceding the date 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 $30,240.00 commencing
March 13, 2021 and each 30 days thereafter and may be prepaid at any time prior to maturity. The funds were received on October
15, 2020.
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 and dilutive
issuances during the term of the Note.
The
Company is required to reserve three times the number of shares of its Common Stock issuable on full conversion of the Note and
Warrant (initially 35,000,000 shares).
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 10.119, 10.120 and 10.121, respectively.
On
September 9, 2020 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 $63,000 (the “PowerUp Note”) carrying an interest rate of 11% per annum and due on September 9,
2021. The purchase price on the PowerUp Note was $63,000 with the Company paying for expenses of $3,000.
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 26,124,818 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 10.122 and 10.123 to this Current Report on Form 8-K.