UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of Company as specified in its charter)
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| of Incorporation) | File Number) | Identification Number) |
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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:
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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).
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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 | ||
| OTCQB |
Item 1.01 Entry into a Material Definitive Agreement.
On August 23, 2022, Clean Energy Technologies, Inc., a Nevada corporation (the “Company”), consummated a funding pursuant to a Securities Purchase Agreement with FirstFire Global Opportunities Fund, LLC (FirstFire”) whereby the Company issued to FirstFire a $150,000 Convertible Promissory Note, due August 17, 2023 (the “Note”) for a purchase price of $135,000.00 plus an original issue discount in the amount of $15,000.00, 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 FirstFire 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 February 13, 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 10.145 to this Current Report on Form 8-K.
The Securities Purchase Agreement provides customary representations, warranties and covenants of the Company and FirstFire as well as providing FirstFire 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 10.146 to this Current Report on Form 8-K.
The Company issued FirstFire a five year warrant (“Warrant”) to purchase 1,875,000 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 February 13, 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 February 13, 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 February 13, 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 10.147 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 | |
| 10.145 | Form of $750,000 Convertible Promissory Note dated August 17, 2022. | |
| 10.146 | Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and FirstFire Global Opportunities Fund, LLC. dated August 17, 2022. | |
| 10.147 | Form of Warrant | |
| 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: | August 25, 2022 |