Item 1.01 Entry into a Material Definitive Agreement.
On August 23, 2022, Clean Energy Technologies, Inc., a Nevada corporation (the
"Company"), consummated a funding pursuant to a Securities Purchase Agreement
with FirstFire Global Opportunities Fund, LLC (FirstFire") whereby the Company
issued to FirstFire a $150,000 Convertible Promissory Note, due August 17, 2023
(the "Note") for a purchase price of $135,000.00 plus an original issue discount
in the amount of $15,000.00, 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
FirstFire 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 13, 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. 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 10.145 to this Current Report on
Form 8-K.
The Securities Purchase Agreement provides customary representations, warranties
and covenants of the Company and FirstFire as well as providing FirstFire 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 10.146 to this Current Report on
Form 8-K.
The Company issued FirstFire a five year warrant ("Warrant") to purchase
1,875,000 shares 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 13, 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 13,
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 13, 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 10.147 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description
10.145 Form of $750,000 Convertible Promissory Note dated August 17,
2022.
10.146 Form of Securities Purchase Agreement between Clean Energy
Technologies, Inc. and FirstFire Global Opportunities Fund, LLC.
dated August 17, 2022.
10.147 Form of Warrant
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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CLEAN ENERGY TECHNOLOGIES, INC. 
