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Clean Energy Technologies, Inc. – ‘8-K’ for 3/20/24

On:  Wednesday, 3/20/24, at 5:29pm ET   ·   For:  3/20/24   ·   Accession #:  1493152-24-10697   ·   File #:  1-41654

Previous ‘8-K’:  ‘8-K’ on / for 3/7/24   ·   Latest ‘8-K’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/20/24  Clean Energy Technologies, Inc.   8-K:1,3,9   3/20/24   11:562K                                   M2 Compliance LLC/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     39K 
 2: EX-10.1     Material Contract                                   HTML    313K 
 6: R1          Cover                                               HTML     45K 
 8: XML         IDEA XML File -- Filing Summary                      XML     11K 
11: XML         XBRL Instance -- form8-k_htm                         XML     16K 
 7: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- cety-20240320_lab                     XML     96K 
 5: EX-101.PRE  XBRL Presentations -- cety-20240320_pre              XML     64K 
 3: EX-101.SCH  XBRL Schema -- cety-20240320                         XSD     12K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    34K 
10: ZIP         XBRL Zipped Folder -- 0001493152-24-010697-xbrl      Zip     60K 


‘8-K’   —   Current Report


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 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):  i March 20, 2024 (March 15, 2024).

 

 i CLEAN ENERGY TECHNOLOGIES, INC.

(Exact name of Company as specified in its charter)

 

 i Nevada    i 001-41654    i 20-2675800
(State or other jurisdiction   (Commission   (IRS Employer
of Incorporation)   File Number)   Identification Number)

 

 i 2990 Redhill Avenue

 i Costa Mesa,  i CA  i 92626

(Address of principal executive offices)

 

Phone: ( i 949)  i 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:

 

 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 i  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  i 

 

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
 i Common Stock, par value $0.001    i CETY    i Nasdaq

 

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 15, 2024, Clean Energy Technologies, Inc., a Nevada corporation, (the “Company”) and certain individual investors (“Subscribers”) entered into a subscription agreement pursuant to which the Company agreed to sell up to2,000,000 units (each a “Unit” and together the “Units”) to the Subscribers for an aggregate purchase price of $900,000, or $0.45 per Unit, with each unit consisting of one share of common stock, par value $.001 per share (the “Common Stock”) and a warrant (the “Warrant”) to purchase one share of common stock. The Warrant is exercisable at exercise price of $1.60 per share, expiring one year from the date of issuance.

 

The issuance of the Units, Warrant and Common Stock issuable thereunder was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act, Rule 506 under Regulation D of the Securities Act and Regulation S under the Securities Act and in reliance on similar exemptions under applicable state laws. Each of the Subscribers represented that it is an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act; not domiciled in the United States; acquired the Company’s Units for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Company’s Units were offered without any general solicitation by the Company or its representatives.

 

The foregoing descriptions of the Subscription Agreement and Warrant do not purport to be complete and are qualified in their entirety by reference to the full text of the form of each of such document which are filed as Exhibits 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.

 

Item 9.01 Financial Statement and Exhibits.

 

Exhibit No.   Description
10.1   Form of subscription agreement between Clean Energy Technologies, Inc. and certain investors, dated March 15, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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: March 20, 2024  

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:3/20/24None on these Dates
3/15/24
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