Current Report Filing (8-k)
January 25 2023 - 6:01AM
Edgar (US Regulatory)
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2023-01-19
2023-01-19
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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): January 19, 2023.
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
January 19, 2023 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 January 19, 2023 pursuant to which the Company issued
to Mast Hill a $187,000 Convertible Promissory Note, due December 26, 2023 (the “Note”) for a purchase price of $168,300
plus an original issue discount in the amount of $17,700.00, and 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 $1.00 However if the Company
consummates the Up List Offering on or before July 18, 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 anytime 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 10.166 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 10.167 to this Current Report on Form 8-K.
The
Company issued Mast Hill a five-year warrant (“Warrant”) to purchase 58,438 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 July 18, 2023 or (ii)
the date that the Company consummates an Up List Offering. The exercise price of the Warrant is $01.60 per share, however, that if the
Company consummates an Up List Offering on or before July 19, 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 July 19, 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 10.168 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: |
January
24, 2023 |
|
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