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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/23/22 Clean Energy Technologies, Inc. 8-K:1,3,9 9/20/22 13:731K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size
1: 8-K Current Report HTML 47K
2: EX-10.151 Material Contract HTML 185K
3: EX-10.152 Material Contract HTML 150K
4: EX-10.153 Material Contract HTML 90K
8: R1 Cover HTML 44K
11: XML IDEA XML File -- Filing Summary XML 13K
9: XML XBRL Instance -- form8-k_htm XML 15K
10: EXCEL IDEA Workbook of Financial Reports XLSX 8K
6: EX-101.LAB Inline XBRL Taxonomy Extension Label Linkbase XML 97K
Document -- cety-20220920_lab
7: EX-101.PRE Inline XBRL Taxonomy Extension Presentation XML 64K
Linkbase Document -- cety-20220920_pre
5: EX-101.SCH Inline XBRL Taxonomy Extension Schema Document -- XSD 13K
cety-20220920
12: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K
13: ZIP XBRL Zipped Folder -- 0001493152-22-026633-xbrl Zip 119K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 September 20, 2022.
i CLEAN ENERGY TECHNOLOGIES, INC.
(Exact name of Company as specified in its charter)
| i Nevada | i 000-55656 | i 20-2675800 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification Number) |
(Address of principal executive offices)
(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:
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).
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 | OTCQB |
C:
Item 1.01 Entry into a Material Definitive Agreement.
On September 20, 2022 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 September 16, 2022 pursuant to which the Company issued to Mast Hill a $300,000 Convertible Promissory Note, due September 20, 2023 (the “Note”) for a purchase price of $270,000 plus an original issue discount in the amount of $30,000.00 at 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 $0.025. However if the Company consummates the Up List Offering on or before March 15, 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 any time 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 10.151 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 10.152 to this Current Report on Form 8-K.
The Company issued Mast Hill a five-year warrant (“Warrant”) to purchase 3,750,000 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 March 15, 2023 or (ii) the date that the Company consummates an Up List Offering. The exercise price of the Warrant is $0.04 per share, however, that if the Company consummates an Up List Offering on or before March 15, 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 March 15, 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 10.153 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.
| Exhibit No. | Description | |
| 10.151 | Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. dated September 16, 2022. | |
| 10.152 | Form of $300,000 Convertible Promissory Note dated September 16, 2022. | |
| 10.153 | Form of Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
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: | September 23, 2022 |
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 9/20/23 | None on these Dates | |||
| 3/15/23 | ||||
| Filed on: | 9/23/22 | |||
| For Period end: | 9/20/22 | |||
| 9/16/22 | ||||
| List all Filings | ||||