Current Report Filing (8-k)
28 Oktober 2022 - 9:46PM
Edgar (US Regulatory)
0001329606
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0001329606
2022-10-25
2022-10-25
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iso4217:USD
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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): October 25, 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
October 25, 2202, Clean Energy Technologies, Inc. (the “Company”) entered into to a Securities Purchase Agreement (the “SPA”)
with 1800 Diagonal Lending, LLC (“Diagonal”), and issued a convertible note (the “Note”) to Diagonal in the aggregate
principal amount of $114,850 (including an original issue discount of $11,850 ). The SPA contains customary representations and warranties
by the Company and Diagonal. A portion of the proceeds from the sale of the Note will be used to satisfy all under an existing note with
Diagonal and the remainder for working capital purposes.
The
Note will mature on October 26, 2023, Note carries an interest rate of ten percent (10.0%) per annum paid upon issuance. The Company
has the right to prepay the Note without penalty. Following an event of default, and subject to certain limitations, the outstanding
amount of the Note may be converted into shares of Company common stock. Amounts due under the Note would be converted into shares of
the Company’s common stock at a conversion price equal to 70% of the lowest trading for the 5-trading days immediately preceding
the date of conversion. In no event may the lender effect a conversion if such conversion, along with all other shares of Company common
stock beneficially owned by the lender and its affiliates would exceed 4.99% of the outstanding shares of Company common stock. In addition,
upon the occurrence and during the continuation of an event of default the Note will become immediately due and payable and the Company
shall pay to the lender, in full satisfaction of its obligations thereunder, additional amounts as set forth in the Note.
The
offer and sale of the Note to Diagonal was made in a private transaction exempt from the registration requirements of the Securities
Act of 1933 in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act of 1933.
The
foregoing descriptions of SPA and Note, do not purport to be complete and are qualified in their entirety by the full text of the forms
of the of SPA and Note which are filed as exhibits 10.154 and 10.155 to this Report on Form 8-K.
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 under Item 1.01 is incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth under Item 1.01 is incorporated herein 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: |
October
28, 2022 |
|
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