Item 1.01 Entry into a Material Definitive Agreement.
On August 12, 2022, Clean Energy Technology, Inc., a Nevada corporation (the
"Company"), closed a transaction pursuant to a Securities Purchase Agreement
with Jefferson Street Capital, LLC ("Jefferson") pursuant to which the Company
issued to Jefferson a $138,888.88 Convertible Promissory Note, due August 5,
2023 (the "Note") for a purchase price of $125,000.00 plus an original issue
discount in the amount of $13,888.88, and an interest rate of fifteen percent
(15%) per annum.
The principal and interest of the Note may be converted in whole or in part at
any time on or following the earlier of (i) upon an event of default or (ii) the
date that the Company consummates an IPO and up listing to a national exchange
(the "Up List Offering"), into common stock of the Company, par value $.001
share ("Common Stock"), subject to anti-dilution adjustments and for certain
other corporate actions subject to a beneficial ownership limitation of 4.99% of
Jefferson and its affiliates. The per share conversion price into which
principal amount and accrued interest may be converted into shares of Common
Stock equals $0.025. However if the Company consummates the Up List Offering on
or before February 21, 2023, then the conversion price will equal 75% of the
offering price per share of Common Stock (or units) as set in the Up List
Offering. Upon an event of default, the Note will become immediately payable and
the Company shall be required to pay a default rate of interest of 15% per annum
and the holder shall have the right to convert the Default Amount into Common at
a Conversion Price equal to ninety percent (90%) of the lowest volume weighted
average price of the Common Stock during the preceding five (5) Trading Days
prior to the date of conversion. If the Company issues an equity security or
security convertible into Common Stock following the issue date of the Note, the
conversion price of the Note will be lowered to such price. Certain existing
convertible debt is excluded from these antidilution provisions. At anytime
prior to an event of default, the Note may be prepaid by the Company at a 115%
premium. The Note contains customary representations, warranties and covenants
of the Company.
The foregoing does not purport to be a complete description of the rights and
obligations of the parties under the Note and is qualified by reference to the
Convertible Promissory Note filed as Exhibit 10.142 to this Current Report on
Form 8-K.
The Securities Purchase Agreement provides customary representations, warranties
and covenants of the Company and Jefferson as well as providing Jefferson with
registration rights.
The foregoing does not purport to be a complete description of the rights and
obligations of the parties under the Note and is qualified by reference to the
Securities Purchase Agreement filed as Exhibit 10.143 to this Current Report on
Form 8-K.
The Company issued Jefferson a five year warrant ("Warrant") to purchase
1,736,111shares of Common Stock in connections with the transactions described
above. The Warrant may be exercised, in whole or in part, on the earlier of (i)
on or after February 2, 2023 or (ii) the date that the Company consummates an Up
List Offering. The exercise price of the Warrant is $0.04 per share, however,
that if the Company consummates an Up List Offering on or before February 2,
2023, then the exercise price equals 120% of the offering price per share of
Common Stock (or unit) as set in the Up List Offering. If (i) the date of an
exercise notice is on or after February 2, 2023 and (ii) the per share price of
Common Stock is greater than the exercise price, then, unless there is an
effective non-stale registration statement the Warrant may be exercised on a
cashless exercise basis.
The foregoing does not purport to be a complete description of the rights and
obligations of the parties under the Note and is qualified by reference to the
Warrant filed as Exhibit 10.144 to this Current Report on Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 12, 2022, Mr. Jun Wang and Mr. Yongsheng Lyu, members of the Board of
Directors of Clean Energy Technology, Inc., a Nevada corporation (the
"Company"), notified the Company of their intention to resign from the Company's
Board of Directors for personal reasons effective immediately. Neither Mr. Wang
nor Mr. Lyu advised the Company of any disagreement with the Company on any
matters relating to its finances, operations, policies or practices. Effective
upon their resignation the size of the Company's Board of Directors will be
reduced from four to two.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description
10.142 Form of Securities Purchase Agreement between Clean Energy
Technologies, Inc. and Jefferson Street Capital, LLC. dated August
5, 2022.
10.143 Form of $138,888.88 Convertible Promissory Note dated August 5,
2022.
10.144 Form of Warrant
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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CLEAN ENERGY TECHNOLOGIES, INC. 
