Item 1.01 Entry into a Material Definitive Agreement.
On September 2, 2022, Clean Energy Technologies, Inc., a Nevada corporation (the
"Company"), consummated a funding pursuant to a Securities Purchase Agreement
with Pacific Pier Capital, LLC (Pacific") whereby the Company issued to Pacific
a $138,888.88 Convertible Promissory Note, due September 1, 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
Pacific 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
March 1, 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 10.148 to this Current Report on
Form 8-K.
The Securities Purchase Agreement provides customary representations, warranties
and covenants of the Company and Pacific as well as providing Pacific 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 10.149 to this Current Report on
Form 8-K.
The Company issued Pacific a five year warrant ("Warrant") to purchase 1,736,111
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
March 1, 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 March 1, 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 March 1, 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 10.150 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description
10.148 Form of Securities Purchase Agreement between Clean Energy
Technologies, Inc. and Pacific Global Opportunities Fund, LLC. dated
September 1, 2022.
10.149 Form of $138,888.88 Convertible Promissory Note dated September 1,
2022.
10.150 Form of Warrant
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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