Feed to the latest filings at the SEC
Date Filed : Sep 09, 2022
SECURITIESAND EXCHANGE COMMISSION
PURSUANTTO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
Dateof Report (Date of earliest event reported): September 2, 2022.
CLEANENERGY TECHNOLOGIES, INC.
(Exactname of Company as specified in its charter)
CostaMesa, CA 92626
(Addressof principal executive offices)
Checkthe appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under anyof the following provisions:
Indicateby check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerginggrowth company ☐
Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securitiesregistered pursuant to Section 12(b) of the Act:
Item1.01 Entry into a Material Definitive Agreement.
OnSeptember 2, 2022, Clean Energy Technologies, Inc., a Nevada corporation (the “Company”), consummated a funding pursuantto a Securities Purchase Agreement with Pacific Pier Capital, LLC (Pacific”) whereby the Company issued to Pacific a $138,888.88Convertible Promissory Note, due September 1, 2023 (the “Note”) for a purchase price of $125,000.00 plus an original issuediscount in the amount of $13,888.88, and an interest rate of fifteen percent (15%) per annum.
Theprincipal 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 eventof 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 certainother corporate actions subject to a beneficial ownership limitation of 4.99% of Pacific and its affiliates. The per share conversionprice into which principal amount and accrued interest may be converted into shares of Common Stock equals $0.025 However if the Companyconsummates the Up List Offering on or before March 1, 2023, then the conversion price will equal 75% of the offering price per shareof Common Stock (or units) as set in the Up List Offering. Upon an event of default, the Note will become immediately payable and theCompany shall be required to pay a default rate of interest of 15% per annum. If the Company issues an equity security or security convertibleinto Common Stock following the issue date of the Note, the conversion price of the Note will be lowered to such price. Certain existingconvertible debt is excluded from these antidilution provisions. At anytime prior to an event of default, the Note may be prepaid bythe Company at a 115% premium. The note contains customary representations, warranties and covenants of the Company.
Theforegoing does not purport to be a complete description of the rights and obligations of the parties under the Note and is qualifiedby reference to the Convertible Promissory Note filed as Exhibit 10.148 to this Current Report on Form 8-K.
TheSecurities Purchase Agreement provides customary representations, warranties and covenants of the Company and Pacific as well as providingPacific with registration rights.
Theforegoing does not purport to be a complete description of the rights and obligations of the parties under the Note and is qualifiedby reference to the Securities Purchase Agreement filed as Exhibit 10.149 to this Current Report on Form 8-K.
TheCompany issued Pacific a five year warrant (“Warrant”) to purchase 1,736,111 shares of Common Stock in connections with thetransactions described above. The Warrant may be exercised, in whole or in part, on the earlier of (i) on or after March 1, 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 theCompany consummates an Up List Offering on or before March 1, 2023, then the exercise price equals 120% of the offering price per shareof Common Stock (or unit) as set in the Up List Offering. If (i) the date of an exercise notice is on or after March 1, 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 statementthe Warrant may be exercised on a cashless exercise basis.
Theforegoing does not purport to be a complete description of the rights and obligations of the parties under the Note and is qualifiedby reference to the Warrant filed as Exhibit 10.150 to this Current Report on Form 8-K.
Item3.02 Unregistered Sales of Equity Securities
Item1.01 of this Current Report on Form 8-K is incorporated by reference
Item9.01 Financial Statement and Exhibits.
Pursuantto the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalfby the undersigned hereunto duly authorized.
CleanEnergy Technologies, Inc.