Filing Summary
Clean Energy Technologies, Inc. (Nasdaq: CETY) filed this Form 8-K regarding a financing transaction dated October 18, 2026. The filing reports a new convertible promissory note; it does not provide periodic operating results or financial statements.
Key Financial Terms
- Proceeds and principal: $500,000. Falcon Venture Limited purchased the note for $500,000; the company states it had already received the purchase price before issuing the note on October 18.
- Interest and maturity: 8% annual interest; maturity is October 18, 2027.
- Use of proceeds: Business development and payment of company obligations.
- Conversion: At the holder’s election, beginning six months after issuance, at 85% of the lowest traded price during the ten trading days before conversion.
- Conversion limits and fees: Conversion is restricted if it would raise the holder’s beneficial ownership above 9.99%. Without required Nasdaq Rule 5635(d) shareholder approval, conversion cannot result in more than 2,432,004 shares being issued in aggregate. The holder may deduct $1,750 from each conversion amount for conversion-related fees.
Changes, Outlook and Risks
The transaction creates a $500,000 direct financial obligation and potential dilution to existing shareholders. The discounted, market-price-based conversion terms may make the eventual share count dependent on trading prices and conversion timing. The filing provides no financial metrics, liquidity position, repayment plan beyond the note terms, or management outlook with which to assess the company’s capacity to repay.
The securities were sold in a transaction claimed to be exempt from registration under Section 4(a)(2), without general solicitation or a public offering. Disputes relating to the purchase agreement and note are subject to arbitration in Orange County, California.
Important Facts to Verify
- Whether and when required Nasdaq shareholder approval is obtained, and how the 2,432,004-share limit applies.
- Potential dilution under the conversion formula, including the effect of the $1,750 deduction per conversion.
- Interest accrual, any repayments or conversions, and the company’s ability to meet the October 18, 2027 maturity.
- The full purchase agreement and note, filed as Exhibits 10.1 and 10.2, for complete terms and conditions.