Clean Energy Technologies, Inc. (CETY) - Form 8-K Summary
Business Context and Reporting Period
Clean Energy Technologies, Inc. filed this Current Report on Form 8-K on April 22, 2026, to disclose the entry into a material definitive agreement. The Company is headquartered in Irvine, California, and its common stock trades on The Nasdaq Stock Market LLC under the symbol "CETY."
Key Financial Metrics and Transaction Details
The Company entered into a Securities Purchase Agreement (SPA) with Pacific Pier Capital II, LP to issue a convertible promissory note. Key financial terms include:
- Principal Amount: $406,000
- Purchase Price: $357,280
- Net Proceeds to Company: $350,280 (after deducting $7,000 in legal expenses paid from gross proceeds)
- Interest Rate: 12% per annum
- Maturity Date: April 20, 2027 (12 months from issue date)
- Conversion Price: 85% of the lowest daily volume-weighted average price during the 10 trading days prior to conversion
- Conversion Cap: Issuance limited to 2,000,000 shares until shareholder approval is obtained
The filing does not provide comparative revenue, profit, cash flow, or margin data for the period.
Material Changes and Use of Proceeds
This transaction represents a new direct financial obligation. The proceeds are restricted for use in business development and payment of amounts owed to service providers. The SPA explicitly prohibits using proceeds for:
- Repayment of indebtedness owed to officers, directors, or employees.
- Repayment of debt issued in corporate finance transactions.
- Loans or investments in other entities outside of existing operations.
Outlook, Risks, and Contingencies
Shareholder Approval Requirement: The Company must obtain shareholder approval by May 1, 2026, to issue shares in excess of the 2,000,000 share "Exchange Cap." A preliminary information statement on Schedule 14C must be filed by June 1, 2026.
Conversion Restrictions: The holder cannot convert the note if it would result in beneficial ownership exceeding 4.99% of the Company's outstanding common stock. Additionally, the holder may deduct $1,750 (or $500 for conversions of $25,000 or less) from the conversion amount to cover fees.
Regulatory Status: The sale was made in reliance on the Section 4(a)(2) exemption from registration under the Securities Act of 1933.
Investor Verification Checklist
- Verify the Company's ability to secure shareholder approval by the May 1, 2026 deadline to avoid conversion limitations.
- Review the full text of the Securities Purchase Agreement (Exhibit 10.1) and Promissory Note (Exhibit 10.2) for additional covenants.
- Monitor the Company's cash position to ensure the 12% interest and principal repayment can be met at maturity if the note is not converted.
- Confirm the impact of the 85% conversion discount on potential future dilution.