CLEAN ENERGY TECHNOLOGIES, INC. (OTCMKTS:CETY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 in its entirety. The other items of the Current Report
on Form 8-K are not amended, except that a new Exhibit 10.02 has
been included in this Amendment, thereby amending Item 9.01.
Item 1.01 Entry into a Material Definitive
Agreement
Clean Energy Technologies, Inc., a Nevada corporation (the
Registrant) and Cyberfuture One LP, a Delaware limited
partnership (Subscriber) entered into a Subscription Agreement
dated October 31, 2016 to which the Registrant issued to
Subscriber an aggregate of 10,500,000 restricted common shares
(Shares) at a price of US$0.04 per Share, for total gross
proceeds of US$420,000. The restricted shares were offered by the
Registrant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Section 4(a)(2)
of the Act.
to the Subscription Agreement, the Registrant granted to the
purchaser piggyback registration rights with respect to the
Shares on any registration on behalf of the Registrant or
shareholder ETI Partners IV LLC and demand registration rights so
long as Subscriber holds at least 8% of the Registrants
outstanding common stock. to the Subscription Agreement, the
Registrant also granted to Subscriber the right to appoint an
observer to the Registrants board of directors, with such right
continuing until December 31, 2016, subject to possible extension
in the event the Registrant or its subsidiary Clean Energy HRS,
LLC (CE HRS) and CITIC PE or one or more of its affiliates enter
into a joint venture for the manufacturing and distribution of CE
HRSs products in China (the JV). to the Subscription Agreement,
the Registrant also granted to Subscriber the right to nominate
one person to be elected or appointed to the Registrants board of
directors, with such right being effective only upon and during
such time that the JV has been established, the JV continues
distributing CE HRS products, and Subscriber (and its affiliates)
continue to hold at least one half of the shares of common stock
acquired by Subscriber on the closing date of the Subscription
Agreement. CE HRS has not, as of the date of filing this Current
Report entered into the JV.
The Subscription Agreement also contains customary terms and
conditions for transactions of this type. The foregoing summary
description of the Subscription Agreement is not complete and is
qualified in its entirety by reference to the full text of the
Subscription Agreement, a copy of which is included as Exhibit
10.01 to this Current Report.
On October 28, 2016, the Registrant issued a redemption notice to
Peak One Opportunity Fund, L.P., a Delaware limited partnership
(Investor) under the Convertible Debenture dated March 15, 2016
issued to Investor to the Securities Purchase Agreement dated
March 11, 2016 between the Registrant and Investor. to the
redemption notice, the Registrant elected to redeem all of the
remaining outstanding balance of the Convertible Debenture for an
aggregate redemption price of $84,000. Concurrently with such
notice, the Registrant and Red Dot Investment, Inc., a California
corporation (Reddot) entered into an Escrow Funding Agreement, to
which Reddot had caused to be deposited funds into escrow to fund
the entirety of Registrants redemption price for the Convertible
Debenture and the Registrant assigned to Reddot the Registrants
right to acquire the Convertible Debenture. Reddot agreed with
the Registrant that it acquired only the rights of the Registrant
with respect to the Convertible Debenture and was acquiring the
Convertible Debenture through escrow and was not purchasing the
Debenture from the Registrant, but solely had the same rights as
the Registrant to acquire the Convertible Debenture without any
representation or warranty from Investor other than as implied
with respect to its ownership of the Convertible Debenture.
Concurrently, the Registrant and Reddot agreed to amend the
Convertible Debenture once acquired by Reddot (a) to have a fixed
conversion price of $.005 per share, subject to equitable
adjustments resulting from any stock splits, stock dividends,
recapitalizations, or similar events or events with similar
effect (b) to have a fixed interest rate of ten percent (10%) per
annum with respect to both the redemption amount and including a
financing fee and any costs, expenses, or other fees relating to
the Convertible Debenture or its enforcement and collection, and
any other expense for or on account of the Registrant (in each
case with a minimum 10% yield in the event of payoff or
conversion within the first year), such amounts to constitute
additional principal under the Convertible Debenture, as amended,
and (c) as otherwise provided in the Escrow Funding Agreement .
The redemption, transfer, and amendment were effected
concurrently on November 2, 2016.
The foregoing summary description of the Escrow Funding Agreement
is not complete and is qualified in its entirety by reference to
the full text of the Escrow Funding Agreement, a copy of which is
included as Exhibit 10.02 to this Current Report.
Item 1.02 Termination of a Material Definitive
Agreement
The information set forth in Item 1.01 Entry into a Material
Definitive Agreement of this Current Report on Form 8-K is
incorporated into this Item 1.02 by this reference.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item 1.01 Entry into a Material
Definitive Agreement of this Current Report on Form 8-K is
incorporated into this Item 2.03 by this reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth in Item 1.01 Entry into a Material
Definitive Agreement of this Current Report on Form 8-K is
incorporated into this Item 3.02 by this reference.
Item 3.03 Material Modifications of Rights of Security
Holders.
The information set forth in Item 1.01 Entry into a Material
Definitive Agreement of this Current Report on Form 8-K is
incorporated into this Item 3.03 by this reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with this Current Report on Form
8-K.
Exhibit Number |
Description of Exhibit |
10.01 |
Subscription Agreement by and between the Company and |
10.02 |
Escrow Funding Agreement dated November 1, 2016 between Red |
About CLEAN ENERGY TECHNOLOGIES, INC. (OTCMKTS:CETY)
Clean Energy Technologies, Inc., formerly Probe Manufacturing, Inc., designs, builds and markets clean energy products focused on energy efficiency and environmentally sustainable technologies. The Company’s principal product is the Clean Cycle generator, offered by its subsidiary Heat Recovery Solutions. The Heat Recovery Solutions system captures waste heat from various sources and turns it into electricity that users can use or sell back to the grid. The Company’s engineering and manufacturing resources support its heat recovery solutions business, as well as continuing to support other clean energy companies with their technologies. Its core technology is a magnetic lev bearing generator, which requires no oil or lubricant and has no gear box. It serves various markets, including industrial, aerospace, military, instrumentation and medical. It offers services, such as engineering, supply chain management, manufacturing and program management. CLEAN ENERGY TECHNOLOGIES, INC. (OTCMKTS:CETY) Recent Trading Information
CLEAN ENERGY TECHNOLOGIES, INC. (OTCMKTS:CETY) closed its last trading session 00.00000 at 0.00500 with 224,260 shares trading hands.