CLEAN ENERGY TECHNOLOGIES, INC. (OTCMKTS:CETY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
Clean Energy Technologies, Inc., a Nevada corporation (the
Registrant) and EMA Financial, LLC, a Delaware limited liability
company (EMAF) entered into a Partial Debt Settlement Agreement
(the Settlement Agreement) dated January 9, 2017 to which the
Registrant and EMAF agreed to the terms of the partial repayment
of the 12% Convertible Note (the Note) with Issue Date of June 6,
2016 in the original principal amount of $87,500 made by
Registrant in favor of EMAF. to the Settlement Agreement, of the
$80,762.40 in principal and $6,296.86 of accrued interest
outstanding (totaling $87,059.26), $60,941.49 was satisfied and
canceled in consideration of the payment to EMAF of $97,506.38.
The remaining amount due under the Note of 26,117.77 (consisting
of $24.228.72 in principal and $1,899.05 in interest) remained
outstanding under the original terms of the Note. The Registrant
caused the debt amount to be paid to Subscriber on January 12,
2017.
Effective January 4, 2017, Auctus Fund, LLC, a Delaware limited
liability company (AF) elected to convert $15,400 ($11,544.45 in
principal and $3.855.55 in accrued interest) under the
Convertible Promissory Note (the AF Note) dated July 6, 2016
issued to AF to the Securities Purchase Agreement dated July 6,
2016 between the Registrant and AF into a total of 7,000,000
shares of Common Stock. Such conversion left $66.205.55 remaining
due and payable under the AF Note. Concurrently, the Registrant
and AF agreed to the terms of the repayment of the balance of all
sums due and payable under the AF Note through payment by the
Registrant to AF of a total of $89,401.98. The Registrant caused
the total amount of $89,401.98 to be paid to Subscriber on
January 9, 2017, satisfying in full all obligations under the AF
Note.
Effective February 14, 2017, JSJ Investments, Inc., a Texas
company (JSJ) the holder of a convertible note in the principal
amount of $57,000 dated August 15, 2016 (the JSJ Note), agreed
(the Payoff Agreement) to the terms of the repayment of the
balance of all sums due and payable under the JSJ Note, through
payment by the Registrant to JSJ of a total of $86,079.37 (the
Payoff Amount). The Registrant caused the total amount of
$86,079.37 to be paid to JSJ on February 14, 2017, satisfying in
full all obligations under the JSJ Note as per the terms of the
Payoff Agreement.
Concurrently with the partial settlement of the Note payable to
EMAF and the satisfaction of all remaining amounts due under the
AF Note, the JSJ Note, the Registrant and Megawell USA Technology
Investment Fund I LLC, a Wyoming limited liability company in
formation (MW I) entered into a Credit Agreement and Promissory
Note (the Credit Agreement), to which MW I had caused to be
deposited funds into escrow to fund the entirety of Registrants
settlement amount payable to EMAF with respect to the Note and
the repayment amount under the AF Note and JSJ Note.
Concurrently, MW I acquired the Convertible Debenture dated March
15, 2016 held by Red Dot Investment, Inc. (the Master Debenture).
to the terms of the Credit Agreement, the Registrant assigned to
MW I all of the Registrants rights to repurchase or repay the
Note payable to EMAF, the JSJ Note and the AF Note and otherwise
agreed that MW I would be subrogated to the rights of either note
holder to the extent a note was repaid with funds advanced by MW
I. The Registrant and MW I agreed that all amounts advanced by MW
I to or for the benefit of the Registrant would be governed by
the terms of the Master Debenture, including the payment of
financing fees, interest, minimum interest, and convertibility.
The Master Debenture is described in the Registrants Current
Report dated October 31, 2016, as amended. Red Dot Investment,
Inc. is MW Is duly appointed agent for purposes of administration
of the Credit Agreement and the Master Debenture and advances
thereunder.
The convertible debt issued to MW I as described above and the
underlying securities were offered by the Registrant to MW I to
the exemption from registration under the Securities Act of 1933,
as amended, provided by Section 4(a)(2) of the Act.
The foregoing summary descriptions of the Settlement Agreement,
Payoff Agreement and the Credit Agreement are not complete and
are qualified in their entirety by reference, to the full text of
the Settlement Agreement, a copy of which is included as Exhibit
10.01 to this Current Report, to the full text of the Payoff
Agreement, a copy of which is included as Exhibit 10.02 to this
Current Report and of the Credit Agreement, a copy of which is
included as Exhibit 10.03 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 |
Partial Debt Settlement Agreement by and between EMA |
|
10.02 |
Payoff Agreement by and between the Registrant and JSJ |
|
10.03 |
Credit Agreement and Promissory Note by and between |
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.