CLEAN ENERGY TECHNOLOGIES, INC. (OTCMKTS:CETY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Definitive Material Agreement
On November 13, 2020 Clean Energy Technologies, Inc. (the “Company”) closed a Securities Purchase Agreement with Power Up Lending Group Ltd. (“Power Up”) for the purchase of a Convertible Promissory Note in the aggregate principal amount of $53,000 (the “Power Up Note”) carrying an interest rate of 11% and due on November 10, 2021. The purchase price on the Power Up Note was $53,000 with the Company paying for expenses of $3,000. The funds were received by the Company on November 13, 2020.
The Power Up Note may be converted at any time after 180 days from the issue date into shares of Company’s Common Stock at a price equal to 65% of the lowest two-day average closing bid price of the Company’s Common Stock during the 15 consecutive Trading Days prior to the date on which Holder elects to convert all or part of the Power Up Note, subject to adjustment for certain penalties. The Power Up Note may be converted to up to a maximum of 4.99% of the issued and outstanding Common Stock of the Company and permits the Company to pre-pay its obligations at a premium prior to maturity.
The Company is required to reserve six times the number of shares of its Common Stock issuable on full conversion of the Power Up Note (initially 28,778,280 shares).
The foregoing description of the terms of the foregoing transactions does not purport to be complete and is qualified in its entirety by the complete text of the documents attached as, respectively, Exhibits 10.124 through 10.125 to this Current Report on Form 8-K.
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 above in Item 1.01 is hereby incorporated by reference into this Item 2.03.
Item 3.02. Unregistered Sale of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The securities were offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof.
Item 8.01 Other.
The proceeds received by the Company from the Note issued to the Investor will be used to for general working capital purposes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 10.124 | Form of Securities Purchase Agreement between Power Up Lending Group Ltd. and Clean Energy Technologies, Inc., dated as of November 10, 2020. |
| 10.125 | Form of Convertible $53,000 Promissory Note between Power Up Lending Group Ltd. and Clean Energy Technologies, Inc., dated as of November 10, 2020. |
Clean Energy Technologies, Inc. Exhibit
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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.
