Filing Analysis
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Pacific Pier Capital II, LP for the issuance of a $178,410 convertible promissory note. The transaction involves significant dilution terms and requires shareholder approval to comply with Nasdaq listing rules.
🚩 Red Flags
- Death Spiral Provision: The conversion price is tied to a discount (85%) of the lowest VWAP, which can lead to massive dilution in declining share prices.
- Nasdaq Compliance Risk: The company must obtain shareholder approval by November 7, 2026, to avoid potential delisting issues related to issuance limits.
- High Interest Rate: 12% per annum on a small-cap debt instrument indicates high cost of capital.
📋 Key Facts
- Principal amount of Note: $178,410
- Purchase price: $150,000.80 (Net funding received: $143,000.80)
- Interest rate: 12% per annum
- Maturity date: August 7, 2027 (12 months from issue date of Aug 7, 2026)
- Conversion price: 85% of the lowest daily VWAP during the 10 trading days prior to conversion
- The holder is subject to a 4.99% beneficial ownership cap.
- Requires shareholder approval by November 7, 2026, to comply with Nasdaq Listing Rule 5635 regarding issuance exceeding an 'Exchange Cap' of 2,000,000 shares.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with 1800 Diagonal Lending LLC to issue a $147,840 convertible promissory note for net proceeds of $125,000. The note features a significant conversion discount and is structured as a debt instrument that converts into equity upon default.
🚩 Red Flags
- Death Spiral Provision: The conversion price is tied to a discount (85%) of the lowest closing bid price, which can lead to significant dilution for existing shareholders.
- Convertible on Default: The equity conversion trigger is linked to default, a common feature in predatory lending structures.
- High Transaction Costs: Significant portion of gross proceeds ($20,000+) lost to fees and interest/charges immediately upon issuance.
📋 Key Facts
- Company entered into a Securities Purchase Agreement (SPA) with 1800 Diagonal Lending LLC on July 29, 2026.
- The transaction involves a convertible promissory note with a principal amount of $147,840.
- Net proceeds received by the company are $125,000 after legal and due diligence fees.
- The note matures on April 30, 2027.
- Interest is charged as a one-time 12% charge on the issuance date.
- Repayment consists of 9 monthly payments of $18,397.78 starting August 30, 2026.
- Conversion feature: Upon default, the holder can convert to common stock at a price equal to 85% of the lowest closing bid price during the 10 trading days prior to conversion.
Clean Energy Technologies, Inc. dismissed its independent auditor, TAAD LLP, and engaged Green Growth CPAs. The dismissal is notable because the previous auditor's reports for fiscal years 2024 and 2025 included explanatory paragraphs regarding substantial doubt about the company's ability to continue as a going concern.
🚩 Red Flags
- Auditor change combined with existing going concern language in previous audit reports.
- Presence of 'substantial doubt' regarding the company's ability to continue as a going concern for two consecutive fiscal years (2024 and 2025).
📋 Key Facts
- Dismissal of TAAD LLP (Former Accounting Firm) notified on July 13, 2026.
- Engagement of Green Growth CPAs (New Accounting Firm) effective July 16, 2026.
- Previous auditor's reports for FY 2024 and FY 2025 contained explanatory paragraphs regarding 'substantial doubt as to the Company’s ability to continue as a going concern.'
- The company stated there were no disagreements with the former firm regarding accounting principles, practices, or auditing scope.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Coventry Enterprises LLC to issue a $166,500 convertible promissory note for net proceeds of $141,000. The note features a significant conversion discount and potential dilution through its ability to convert into common stock.
🚩 Red Flags
- Toxic financing: The 15% conversion discount (85% of lowest bid) is highly dilutive to existing shareholders.
- Debt-for-equity component: The note can be converted into common stock upon default, potentially leading to significant dilution during a period of financial distress.
- High cost of capital: Includes both an upfront 12% interest charge and monthly principal/interest payments.
📋 Key Facts
- Transaction closed on July 1, 2026.
- Principal amount of the Note is $166,500; net funding received was $141,000 after legal and broker-dealer fees.
- Note matures on May 1, 2027, with a one-time 12% interest charge applied at issuance.
- Repayment consists of 10 monthly payments of $18,648 starting August 7, 2026.
- Conversion feature allows the holder to convert into common stock at 85% of the lowest closing bid price during the ten trading days prior to conversion.
Clean Energy Technologies, Inc. announced the appointment of two new members to its Board of Directors, Ruoxin (Skyler) Wang and Zhang Zhixiang, effective June 21, 2026.
📋 Key Facts
- Ruoxin (Skyler) Wang appointed as a director; will qualify as an 'independent director' under Nasdaq rules.
- Zhang Zhixiang appointed as a director; has extensive experience in banking and asset management, including CEO of China Ruifeng New Energy Holdings Limited since 2010.
- Ms. Wang brings background from JP Morgan Chase, Merrill Lynch, and the Rockefeller Collection Digital Platform.
- Mr. Zhang brings background from Industrial and Commercial Bank of China and Everbright Bank.
Clean Energy Technologies, Inc. entered into a short-term secured cash advance loan agreement with Agile Capital Funding, LLC on May 27, 2026. The company borrowed approximately $260,000, with a total repayment obligation of approximately $389,740 due over 32 weeks.
🚩 Red Flags
- High cost of capital: The difference between the borrowed amount ($260k) and the repayment amount ($389.7k) suggests a very high interest rate or fee structure (approx 50% premium) for a short 32-week term.
📋 Key Facts
- Loan amount borrowed: approximately $260,000
- Total amount due for repayment: approximately $389,740
- Repayment term: approximately 32 weeks
- Lender: Agile Capital Funding, LLC
- Agreement date: May 27, 2026
- Loan type: Subordinated Business Loan and Security Agreement (secured)
Clean Energy Technologies, Inc. received a written notice from Nasdaq on May 26, 2026, stating the company is non-compliant with Listing Rule 5250(c)(1) due to the failure to file its Quarterly Report (Form 10-Q) for the period ended March 31, 2026.
🚩 Red Flags
- Failure to file periodic financial reports is a primary indicator of internal control weaknesses or financial distress.
- Risk of delisting from Nasdaq, which typically leads to a significant drop in share price and liquidity for micro-cap stocks.
📋 Key Facts
- Notice received from Nasdaq on May 26, 2026.
- Non-compliance is specifically due to the missing Form 10-Q for the period ended March 31, 2026.
- The company has 60 calendar days from the notice date to submit a plan to regain compliance.
- If a plan is accepted, Nasdaq may grant an extension until November 16, 2026, to file the report.
- Delisting would potentially reduce liquidity, market price, and the ability to raise equity financing.
Clean Energy Technologies, Inc. (CETY) announced that its financial statements for nearly a four-year period from January 1, 2022, through September 30, 2025, can no longer be relied upon due to accounting errors. The errors relate to revenue recognition timing, valuation of long-term receivables, and interest income under U.S. GAAP.
🚩 Red Flags
- Extensive restatement period covering nearly four years of financial data.
- Errors involve core financial metrics including revenue recognition and asset valuation.
- Invalidation of previously issued earnings releases and investor presentations.
📋 Key Facts
- The non-reliance period spans from January 1, 2022, to September 30, 2025.
- Accounting errors involve classification, valuation, and collectability of long-term receivables and contract assets.
- Errors also impacted the timing of revenue recognition and related interest income.
- The Company intends to file amended 10-K/A reports for fiscal years 2023 and 2024, and 10-Q/A reports for the first three quarters of 2025.
- The Board and Audit Committee discussed these matters with the independent auditor, TAAD, LLP.
Clean Energy Technologies (CETY) entered into a $406,000 convertible promissory note agreement with Pacific Pier Capital II, LP, receiving net proceeds of approximately $350,280. The note carries a 12% interest rate and features a variable conversion price set at 85% of the lowest daily VWAP during a 10-day lookback period.
🚩 Red Flags
- Variable-rate conversion feature (85% of lowest VWAP) is a 'death spiral' provision that can lead to extreme dilution.
- Significant Original Issue Discount (OID) where the company receives ~14% less than the principal amount immediately.
- Extremely tight deadline for shareholder approval (May 1, 2026) relative to the closing date (April 22, 2026).
- The note allows the holder to deduct up to $1,750 in fees from each individual conversion amount.
- Multiple 8-K items (1.01, 2.03, 3.02) triggered by a single financing event.
📋 Key Facts
- Principal amount of the note is $406,000, issued for a purchase price of $357,280 (Original Issue Discount).
- Net funding received by the company was $350,280 after $7,000 in legal expenses.
- The note matures in 12 months (April 20, 2027) and carries a 12% annual interest rate.
- Conversion price is 85% of the lowest daily volume-weighted average price (VWAP) during the 10 trading days prior to conversion.
- The agreement requires shareholder approval by May 1, 2026, to issue shares in excess of a 2,000,000 share Exchange Cap.
- Proceeds are restricted from being used to repay debt owed to officers, directors, or affiliates.
Clean Energy Technologies, Inc. (CETY) received a deficiency notice from Nasdaq on April 17, 2026, due to its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company has 60 days to submit a plan to regain compliance and could potentially be granted an extension until October 12, 2026.
🚩 Red Flags
- Failure to file required annual financial reports (Form 10-K) on time.
- Potential for delisting from the Nasdaq Stock Market if compliance is not regained.
- Risk of reduced liquidity and limited access to public capital markets.
📋 Key Facts
- Received Nasdaq notice on April 17, 2026, regarding non-compliance with Listing Rule 5250(c)(1).
- The non-compliance is due to the unfiled Form 10-K for the fiscal year ended December 31, 2025.
- The company must submit a plan to regain compliance within 60 calendar days.
- If the plan is accepted, Nasdaq may grant an extension of up to 180 days from the original due date (until October 12, 2026).
- The notice has no immediate effect on the listing or trading of CETY common stock.
Clean Energy Technologies, Inc. entered into three convertible promissory note agreements totaling approximately $1.47 million in principal. The financing includes a high-cost short-term note and the conversion of previous advances from two entities, one of which is a related party.
🚩 Red Flags
- Related-party transaction involving Noblebear Investment Holdings LLC.
- High cost of capital: The 1800 Diagonal note reflects an approximate 18% haircut between principal and net proceeds.
- Dilutive default terms: The 1800 Diagonal note converts at 85% of the lowest closing bid price during the 10 trading days prior to conversion upon default.
- Multiple financing items (1.01, 2.03, 3.02) in a single filing indicating urgent liquidity needs.
📋 Key Facts
- Issued a $147,840 convertible note to 1800 Diagonal Lending LLC for net proceeds of $125,000 after fees and discounts.
- Issued a $664,916 convertible note to Mega Sincere Holdings Limited to formalize $604,469 in previous advances.
- Issued a $660,000 convertible note to Noblebear Investment Holdings LLC to formalize $600,000 in previous advances.
- The 1800 Diagonal note matures December 15, 2026, and carries a one-time 12% interest charge.
- The Mega and Noblebear notes carry 10% annual interest and a conversion price of $0.646 per share.
- Noblebear Investment Holdings LLC is controlled by a company shareholder and is identified as a related party.
Clean Energy Technologies, Inc. entered into a note purchase agreement to acquire HK$11.7 million of convertible bonds from China Ruifeng Renewable Energy Holdings Limited. The transaction involves both cash and the issuance of 1,932,000 shares of common stock.
🚩 Red Flags
- Dilution: The issuance of 1,932,000 shares as part of the consideration will result in immediate dilution for existing shareholders.
- Complex Asset Acquisition: The company is acquiring debt (convertible bonds) from a Hong Kong-listed entity via offshore entities (BVI), which can increase complexity and counterparty risk.
📋 Key Facts
- Date of Agreement: January 12, 2026
- Sellers: Filled Converge Limited (BVI LLC) and Li Xiaoguang
- Asset Acquired: HK$11,700,000 portion of a convertible bond originally issued by China Ruifeng Renewable Energy Holdings Limited (527.HK)
- Total Purchase Price: US$700,000 cash equivalent + 1,932,000 shares of CETY common stock
- Cash Payment Terms: $500,000 at closing; $200,000 within 30 days of closing
- Securities Issuance: Shares issued under Section 4(a)(2) and Rule 506(b) (unregistered sale to accredited investors)
Clean Energy Technologies, Inc. (CETY) completed two rounds of private equity placements in late December 2025, raising a total of $679,183 through the sale of common stock to accredited investors.
🚩 Red Flags
- Significant dilution: The issuance of over 1.5 million shares in a single week suggests high capital needs and potential dilution for existing shareholders.
- Low cash infusion: Total raised ($679k) is relatively small, which may indicate the company is struggling to secure larger institutional funding or is operating on a very tight cash runway.
📋 Key Facts
- On Dec 24, 2025: Sold 913,842 shares for $395,328.
- On Dec 29, 2025: Sold an aggregate of 656,158 shares for $283,855 via two additional agreements.
- Total shares issued across both filings: 1,570,000 shares.
- Total capital raised from these transactions: $679,183.
- Securities were sold under Rule 506(b) of Regulation D to accredited investors.
Clean Energy Technologies, Inc. (CETY) reported multiple issuances of common stock through November and December 2025 via the conversion of convertible promissory notes and the exercise of warrants. The transactions primarily involve two entities: Mast Hill Fund, L.P. and Pacific Pier Capital II, LLC.
🚩 Red Flags
- Significant equity dilution resulting from multiple debt conversions and warrant exercises in a short timeframe.
- Heavy reliance on convertible promissory notes to satisfy existing obligations, suggesting potential liquidity constraints.
- Concentration of equity issuance toward two specific institutional holders (Mast Hill Fund and Pacific Pier Capital).
- Multiple items reported in a single 8-K filing involving various debt/equity transactions.
📋 Key Facts
- Nov 21, 2025: Issued 152,000 shares to Mast Hill for conversion of $150,950.59 in debt (Feb 27 note).
- Nov 25, 2025: Issued 75,132 shares to Pacific Pier for conversion of $72,164.29 in debt (Apr 4 note).
- Nov 25, 2025: Issued 252,884 shares to Mast Hill for conversion of $242,890.02 in debt (Feb 27 note).
- Nov 25, 2025: Issued 90,773 shares to Mast Hill for conversion of $87,185.92 in debt (Feb 27 note).
- Nov 26, 2025: Issued 1,264,420 shares to Mast Hill via warrant exercise.
- Dec 1, 2025: Issued 195,867 shares to Mast Hill via warrant exercise.
- Dec 1, 2025: Issued 106,097 shares to Pacific Pier for conversion of $101,904.82 in debt (Apr 4 note).
- Dec 1, 2025: Issued 141,009 shares to Mast Hill via warrant exercise.
- All issuances were made under Section 3(a)(9) of the Securities Act (no additional consideration).
Clean Energy Technologies, Inc. has implemented a 1-for-15 reverse stock split to regain compliance with Nasdaq's $1.00 minimum bid price requirement. The split is expected to take effect on October 6, 2025.
🚩 Red Flags
- Reverse stock split is a common defensive measure for companies facing delisting due to low share price
- Implicit admission of non-compliance with Nasdaq minimum bid requirements ($1.00)
- Significant reduction in capital structure (shares outstanding reduced by 93.3%)
📋 Key Facts
- Reverse stock split ratio: 1-for-15
- Effective Date: Expected October 6, 2025
- Reason for split: To restore compliance with Nasdaq's $1.00 minimum bid price requirement
- Authorized shares reduced from 2,000,000,000 to 133,333,333
- Outstanding shares expected to decrease from ~69.7 million to ~4.65 million
- No shareholder approval was required under Nevada law (NRS Section 78.207)
- New CUSIP Number: 18452H305
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Mast Hill Fund, L.P. to raise $350,000 through the sale of common stock and a junior secured convertible promissory note. The transaction includes a floating conversion price mechanism that could lead to significant dilution.
🚩 Red Flags
- Full-ratchet/Floating conversion price: The note converts at 90% of the lowest VWAP, which is highly dilutive to existing shareholders in a declining stock price scenario.
- Potential for significant dilution: The 'Exchange Cap' mechanism suggests the company anticipates needing more shares than currently allowed by Nasdaq rules.
- Requirement for special meeting: Shareholders may be required to vote on share issuances if the stock trades below $0.50, indicating potential liquidity/price pressure concerns.
📋 Key Facts
- Aggregate transaction value: $350,000.
- Components: 150,000 shares of common stock and a $388,888 junior secured convertible promissory note.
- Note terms: 12-month maturity, 10% annual guaranteed interest, unsecured.
- Conversion price: Lesser of $2.50/share or 90% of the lowest VWAP over the 5 trading days prior to conversion.
- Net funding received by Company: $341,500 after legal expenses.
- The transaction is subject to an 'Exchange Cap' of 12,370,000 shares requiring shareholder approval if exceeded.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with 1800 Diagonal Lending LLC for a $151,800 convertible promissory note to fund general working capital.
🚩 Red Flags
- Convertible note includes a significant discount (85% of lowest bid price), which is highly dilutive to existing shareholders.
- The conversion feature allows for potential rapid dilution if the stock price fluctuates significantly.
- Small transaction size ($125k net) suggests limited liquidity/capital runway.
📋 Key Facts
- Entered into a Securities Purchase Agreement (SPA) on July 30, 2025, with 1800 Diagonal Lending LLC.
- The transaction involves a $151,800 convertible promissory note for a purchase price of $132,000.
- Net funding received by the Company was $125,000 after legal and due diligence fees.
- The Note matures on May 30, 2026, with a one-time 10% interest charge at issuance.
- Repayment consists of 10 monthly installments of $17,153.40 starting August 30, 2025.
- Conversion feature: Holder can convert into common stock at 85% of the lowest closing bid price on the trading day prior to conversion (subject to ownership caps).
- The sale was conducted via an unregistered sale under Section 4(a)(2) of the Securities Act.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Firstfire Global Opportunities Fund, LLC to issue a $201,250 convertible promissory note and 125,000 shares of common stock for an aggregate price of $175,000. The transaction involves highly dilutive terms, including a conversion price at a 15% discount to the lowest traded price over 10 days.
🚩 Red Flags
- Highly dilutive convertible note with a significant discount (15% below lowest traded price).
- Guaranteed interest component (first 12 months earned in full upon issuance) increases the debt burden.
- Immediate cash outflow requirement: Monthly payments of $22,137.50 starting within two months.
- Potential Nasdaq Rule 5635(d) compliance issue requiring urgent shareholder approval for share issuances.
📋 Key Facts
- Entered into SPA with Firstfire Global Opportunities Fund, LLC on July 18, 2025.
- Total transaction value: $175,000 ($169,500 net funding after legal fees).
- Instruments issued: $201,250 convertible promissory note and 125,000 shares of common stock.
- Note terms: 12-month maturity, 10% guaranteed annual interest, unsecured.
- Repayment schedule: Monthly payments of $22,137.50 starting September 18, 2025.
- Conversion price: 85% of the lowest traded price during the 10 trading days prior to conversion.
- The transaction requires shareholder approval by July 23, 2025, for issuances exceeding the Exchange Cap.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Mast Hill Fund, L.P. to issue a $335,000 junior secured convertible promissory note and 50,000 shares of common stock for an aggregate price of $301,500.
🚩 Red Flags
- Convertible note with a floating conversion price (90% of lowest VWAP) creates significant dilution risk for existing shareholders.
- Junior secured status indicates the company is layering debt on top of existing senior debt (Nations Interbanc).
- The inclusion of an 'Exchange Cap' trigger related to stock trading below $0.50 suggests potential liquidity or price stability concerns.
- Use of proceeds includes repayment of Nations Interbanc, suggesting a need for immediate working capital/debt management.
📋 Key Facts
- Transaction closed on June 4, 2025.
- Net funding received by the Company: $296,500.
- The Note matures in 12 months and carries a 10% annual guaranteed interest rate.
- Note is secured by a junior security interest in all company assets, subordinate to Nations Interbanc.
- Conversion price is the lesser of $2.50/share or 90% of the lowest VWAP over the 5 trading days prior to conversion.
- The agreement includes an 'Exchange Cap' of 12,370,000 shares requiring shareholder approval if exceeded.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Lucas Ventures, LLC on May 19, 2025, involving the sale of a convertible promissory note and common stock for $104,000.
🚩 Red Flags
- Convertible debt at a fixed price ($0.50) often leads to significant dilution for existing shareholders.
- Short maturity date: The note matures in less than 3 months (August 15, 2025), indicating immediate liquidity needs or potential refinancing risk.
📋 Key Facts
- Total purchase price: $104,000
- Instruments issued: One (1) convertible promissory note with principal of $109,500 and 40,000 shares of common stock.
- Note terms: 8% annual interest rate; matures on August 15, 2025.
- Conversion price: Fixed at $0.50 per share (subject to holder election after 90 days).
- Ownership cap: Conversion is limited to prevent the holder from exceeding 4.99% ownership (or 9.99% if market cap falls below $2.5M).
Clean Energy Technologies, Inc. entered into a securities purchase agreement with 1800 Diagonal Lending LLC to issue a $131,610 convertible promissory note for net proceeds of $100,000. The funds are intended for general working capital purposes.
🚩 Red Flags
- Convertible debt structure (potential dilution for existing shareholders)
- Debt is convertible into common stock at a fixed price ($1.00), which can lead to downward pressure on share price
- The company is raising capital via debt rather than equity, often indicative of limited access to traditional financing
📋 Key Facts
- Date of transaction: May 8, 2025
- Principal amount of Note: $131,610
- Purchase price: $107,000 (Net funding to company: $100,000)
- Maturity date: February 15, 2026
- Interest: One-time 10% charge on issuance date
- Repayment: 9 monthly payments of $16,085.67 starting June 15, 2025
- Conversion price: $1.00 per share (subject to adjustment)
- Conversion restriction: Holder cannot exceed 4.99% beneficial ownership; subject to Nasdaq Rule 5635(d) shareholder approval for amounts > 19.99%
Clean Energy Technologies, Inc. received a notice from Nasdaq granting an 180-day extension to regain compliance with the $1.00 minimum bid price requirement. The company must maintain a closing bid price of at least $1.00 for 10 consecutive business days by November 3, 2025, or face delisting.
🚩 Red Flags
- Delisting notice/non-compliance with minimum bid price requirement
- Risk of reduced liquidity and market price if delisted
- Potential impairment of ability to raise equity financing or access public capital markets
- Potential difficulty in providing equity incentives to employees due to delisting risk
📋 Key Facts
- Received notice from Nasdaq Listing Qualifications Department on May 7, 2025.
- Granted a 180-day compliance period ending November 3, 2025.
- Compliance requirement: Closing bid price must be at least $1.00 per share for 10 consecutive business days.
- Failure to comply will result in written notification of delisting from the Nasdaq Stock Market LLC.
Clean Energy Technologies, Inc. completed a private placement of 10,731,707 common shares at $0.41 per share, raising approximately $4.4 million in gross proceeds. The capital infusion is specifically noted to help the company meet Nasdaq's initial listing criteria regarding stockholders' equity.
🚩 Red Flags
- Significant dilution: Issuance of over 10 million shares at a low price point ($0.41) suggests substantial dilution for existing shareholders.
- Capital necessity: The filing explicitly states the funds were needed to meet Nasdaq's $5,000,000 stockholders' equity requirement, indicating previous capital constraints.
📋 Key Facts
- Date of agreement: May 6, 2025
- Total shares issued: 10,731,707 common shares
- Price per share: $0.41
- Aggregate gross proceeds: $4,400,000
- Exemption used: Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D (Accredited Investors)
- The sale was intended to bring stockholders' equity above Nasdaq's $5,000,000 threshold.
Clean Energy Technologies, Inc. held its annual meeting of stockholders on April 30, 2025. Shareholders approved the reelection of five directors, the ratification of TAAD LLP as independent auditors for fiscal year 2025, and a non-binding vote on executive compensation.
📋 Key Facts
- Annual Meeting held on April 30, 2025.
- Quorum reached with 29,987,223 shares (61.05% of total outstanding voting shares) present or voted.
- Kambiz Mahdi, Calvin Pang, Lauren Morrison, Xiaotian Xiao, and Ted Hsu were reelected to the Board of Directors.
- Proposal 2: Ratification of TAAD LLP as independent registered public accounting firm for FY ending Dec 31, 2025 was approved (28,878,862 'For' votes).
- Proposal 3: Non-binding vote on executive compensation ('Say-on-Pay') was approved (28,708,955 'For' votes).
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Pacific Pier Capital II, LLC to issue a $256,000 convertible promissory note and 45,000 shares of common stock for an aggregate price of $230,400.
🚩 Red Flags
- Convertible note with a significant discount (90% of VWAP) which is highly dilutive to existing shareholders.
- Requirement for Nasdaq shareholder approval under Rule 5635 indicates the issuance may exceed ownership limits, signaling potential dilution concerns.
- The use of proceeds includes 'payment of amounts owed to service providers,' suggesting immediate liquidity needs for operational debts.
📋 Key Facts
- Transaction closed on April 23, 2025.
- The company received net funding of $223,400 after paying $7,000 in legal expenses.
- The Note matures in 12 months and carries a 10% annual interest rate.
- Conversion price is set at 90% of the lowest VWAP during the 5 trading days prior to conversion.
- The transaction requires Nasdaq shareholder approval per Rule 5635 due to potential issuance exceeding the Exchange Cap.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Pacific Pier Capital II, LLC to issue a $345,000 convertible promissory note and 45,000 shares of common stock for an aggregate price of $310,500. The transaction includes a floating conversion price at a 10% discount to the VWAP, which is highly dilutive.
🚩 Red Flags
- Highly dilutive convertible note with a floating discount (90% of VWAP).
- Potential violation/requirement for Nasdaq Rule 5635 shareholder approval, indicating significant dilution risk.
- Note includes conversion fees ($1,750 per conversion) which further dilute existing shareholders.
- The use of proceeds is restricted from paying off officer/director debt, suggesting a need for working capital to pay service providers.
📋 Key Facts
- Entered into Securities Purchase Agreement (SPA) with Pacific Pier Capital II, LLC on April 4, 2025.
- Total transaction value: $310,500.00 ($345,000 principal note + 45,000 shares).
- Net funding received by company: $300,500 (after $10,000 legal expense deduction).
- Note matures in 12 months with a 10% annual interest rate.
- Conversion price is set at 90% of the lowest daily VWAP during the 5 trading days prior to conversion.
- The transaction requires Nasdaq shareholder approval per Rule 5635 due to potential issuance exceeding the Exchange Cap.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Mast Hill Fund, L.P. to issue a $620,000 junior secured convertible promissory note and warrants for an aggregate price of $558,000. The transaction provides net funding of $500,000, part of which is used to pay down senior debt.
🚩 Red Flags
- Convertible debt with a floating conversion price (90% of VWAP) creates significant dilution risk for existing shareholders.
- The note is junior secured by all company assets, subordinate to Nations Interbanc.
- Requirement for a special meeting if stock trades below $0.50 suggests potential liquidity or delisting concerns.
- Use of proceeds includes debt repayment ($50k) rather than purely growth-oriented capital.
📋 Key Facts
- Total transaction value: $558,000 (net funding to company: $500,000).
- Instrument 1: Junior secured convertible promissory note with a principal amount of $620,000.
- Instrument 2: Warrants to purchase 310,000 shares of common stock.
- Note terms: 12-month maturity; 10% per annum guaranteed interest (first 12 months earned in full at issuance).
- Conversion price: Lesser of $2.50/share or 90% of the VWAP over the 5 trading days prior to conversion.
- $50,000 of proceeds were used directly to pay senior secured lender Nations Interbanc.
- The transaction includes an 'Exchange Cap' prohibiting issuance of more than 9,156,726 shares to Mast Hill without shareholder approval.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Mast Hill Fund, L.P. to issue a $1.64M junior secured convertible note and warrants for an aggregate price of $1.47M. The transaction primarily serves to refinance existing debt owed to Mast Hill, leaving the company with only ~$308k in net new funding.
🚩 Red Flags
- Death Spiral Provision: The conversion price includes a floating mechanism (90% of the VWAP), which can lead to significant dilution if the stock price declines.
- High Cost of Capital: 10% guaranteed interest rate on the note.
- Refinancing Risk: A large portion ($852k) of the new capital is simply paying off old debt, providing minimal liquidity runway for operations.
- Dilution Cap/Exchange Issues: The company must hold a special meeting if stock trades below $0.50 to obtain shareholder approval for issuing shares in excess of the Nasdaq Exchange Cap.
📋 Key Facts
- Transaction closed on January 16, 2025.
- Total aggregate purchase price: $1,474,050.
- Issuer of a junior secured convertible promissory note for $1,637,833.33 (matures in 12 months).
- Issuance of warrants to purchase 818,917 shares of common stock with a 5-year term and $2.50 exercise price.
- $852,406.35 of the proceeds were used immediately to pay off an existing promissory note from September 10, 2024.
- Net new funding received by the company is only $308,051.20 after legal fees and debt repayment.
- Note conversion price: Lesser of $2.50/share or 90% of the VWAP over 5 trading days prior to conversion.
- The note is secured by a junior security interest in all company assets (subordinate to Nations Interbanc).
Clean Energy Technologies, Inc. received a notice from Nasdaq stating it is non-compliant with listing rules due to failure to hold an annual shareholder meeting within the required timeframe. The company has 45 days to submit a compliance plan to avoid delisting.
🚩 Red Flags
- Delisting notice from Nasdaq (Rule 5620(a) and 5810(c)(2)(G).)
- Failure to hold an annual meeting suggests potential administrative or governance breakdown.
- Risk of delisting if the compliance plan is rejected by Nasdaq staff.
📋 Key Facts
- Received Nasdaq deficiency notice on January 8, 2025.
- Non-compliance stems from violation of Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G).
- The failure is due to not holding an annual meeting within 12 months of the fiscal year ended December 31, 2023.
- Deadline to submit a compliance plan: February 24, 2025.
- Potential grace period for regaining compliance could extend until June 30, 2025, if a plan is accepted.
Clean Energy Technologies, Inc. entered into two significant debt agreements involving convertible notes and amendments to existing debt. The company is securing immediate liquidity through a $93,725 note with 1800 Diagonal Lending LLC and an amendment to a $612,000 note with Mast Hill Fund, L.P.
🚩 Red Flags
- Multiple material agreements in a single filing (Item 1.01 and Item 3.02).
- Use of high-cost debt: The new note includes an immediate 15% interest charge ($14,058) on top of the principal.
- Convertible features at $1.00/share may lead to significant dilution for existing shareholders upon conversion or default.
- The presence of 'Events of Default' including delisting and bankruptcy highlights precarious financing terms.
📋 Key Facts
- Entered into a securities purchase agreement with 1800 Diagonal Lending LLC on Dec 12, 2024.
- Issued a convertible promissory note to 1800 Diagonal Lending LLC for $93,725 principal ($81,500 cash + $12,225 OID).
- The 1800 Diagonal Note includes a one-time 15% interest charge of $14,058 on the issuance date.
- Repayment schedule for the new note consists of six installments ending Sept 15, 2025.
- Conversion price for the 1800 Diagonal Note is set at $1.00 per share (subject to anti-dilution).
- Amended existing debt with Mast Hill Fund, L.P. on Dec 11, 2024; principal balance increased by $60,000 upon receipt of additional funding.
- The original Mast Note was issued Sept 10, 2024, for a principal amount of $612,000.
Clean Energy Technologies, Inc. entered into a $5 million equity line of credit agreement with Mast Hill Fund, L.P., allowing the investor to purchase shares at a significant discount (95% of the lowest traded price). The deal includes a commitment fee of 50,000 shares and a warrant for 500,000 shares.
🚩 Red Flags
- Highly dilutive financing structure: The investor receives a 5% discount on the lowest traded price.
- Significant warrant overhang: 500,000 shares via warrant plus 50,000 commitment shares and up to $5M in equity line draws.
- Full ratchet anti-dilution clause in the warrant increases dilution risk for existing shareholders if future rounds are lower priced.
- Potential 'death spiral' characteristics: The pricing mechanism tied to the lowest traded price can incentivize downward pressure on the stock price.
📋 Key Facts
- Entered into an Equity Line of Credit Agreement with Mast Hill Fund, L.P. on December 5, 2024.
- Maximum commitment amount: $5,000,000 over a 24-month period.
- Pricing per share: 95% of the lowest traded price during the 3-day pricing period.
- Minimum 'Put' size is $5,000; maximum 'Put' size is $250,000 or 20% of 5-day average trading volume.
- Issued 50,000 shares as a commitment fee to the investor.
- Issued a warrant for 500,000 shares at an initial exercise price of $2.00 per share.
- Warrant includes full ratchet anti-dilution protection (exercise price reduces if shares are issued below $2.00).
- Company must use reasonable best efforts to register all securities within 45 days.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Lucas Ventures, LLC to raise $100,000 via a convertible promissory note and inducement shares.
🚩 Red Flags
- Short-term debt obligation: The note matures in less than three months (Feb 28, 2025), indicating immediate liquidity pressure.
- Dilution risk: The issuance of 40,000 shares as 'inducement' and the conversion feature at $1.00 per share poses dilution to existing shareholders.
- Small deal size: A $100,000 raise is extremely small for a public company, suggesting significant capital constraints or 'bridge' financing needs.
📋 Key Facts
- Date of Agreement: November 29, 2024
- Lender: Lucas Ventures, LLC (Arizona LLC)
- Total Purchase Price: $100,000
- Instruments issued: $105,000 principal amount convertible promissory note and 40,000 shares of common stock as inducement.
- Maturity Date: February 28, 2025 (approx. 3 months from agreement).
- Interest Rate: One-time 12% charge on the principal due at maturity.
- Conversion Price: $1.00 per share, subject to anti-dilution adjustments.
- Ownership Limit: Beneficial ownership cap of 4.99% for Lender and affiliates.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Coventry Enterprises LLC to issue a $101,000 convertible promissory note due in December 2024. The deal includes an original issue discount and the issuance of 40,000 unregistered shares as loan commitment shares.
🚩 Red Flags
- Extremely short-term maturity (due Dec 24, 2024), indicating immediate liquidity pressure.
- Convertible note with a floating/variable conversion price linked to recent stock issuances.
- Issuance of unregistered shares as part of the transaction.
- Potential for significant dilution via the convertible feature and loan commitment shares.
📋 Key Facts
- Date of Agreement: November 8, 2024
- Principal amount of Note: $101,000
- Purchase price: $96,000 plus a $5,000 original issue discount (OID)
- Maturity Date: December 24, 2024
- Interest Rate: 3.94%, compounded monthly
- Additional consideration: 40,000 unregistered shares of common stock as loan commitment shares
- Conversion Price: Lower of $1.00 per share or the price of any stock issuance within 30 days before/after conversion
- Beneficial ownership limitation: 4.99% for Coventry and its affiliates upon conversion
Clean Energy Technologies, Inc. received a deficiency letter from Nasdaq because its common stock closed below the $1.00 minimum bid price for 30 consecutive business days. The company has until May 5, 2025, to regain compliance or face potential delisting.
🚩 Red Flags
- Delisting notice (Rule 5550(a)(2) non-compliance)
- Prolonged stock price depression (30+ consecutive business days below $1.00)
📋 Key Facts
- Received Nasdaq deficiency letter on November 5, 2024.
- Violation of Nasdaq Listing Rule 5550(a)(2) regarding minimum $1.00 bid price.
- The company has a 180-day compliance period ending May 5, 2025.
- Compliance can be achieved if the stock closes at $1.00 or more for 10 consecutive business days.
- A second 180-day grace period may be available if specific market value requirements are met.
Clean Energy Technologies entered into a securities purchase agreement with 1800 Diagonal Lending LLC to issue a $125,080 convertible promissory note. The terms include high interest rates and conversion rights that could lead to significant dilution.
🚩 Red Flags
- High-cost debt: The note includes a significant original issue discount (OID) and high interest rates.
- Default triggers: Delisting of common stock is explicitly listed as an event of default, creating a death spiral risk if the company faces liquidity issues.
- Potential dilution: The ability to convert debt into equity at $1.00 per share upon default can lead to significant shareholder dilution.
- Tight repayment schedule: Monthly payments begin in less than one month (November 15, 2024), putting immediate pressure on cash flow.
📋 Key Facts
- Entered into a securities purchase agreement on October 15, 2024, with 1800 Diagonal Lending LLC.
- Principal amount of the convertible promissory note is $125,080.
- Purchase price is $106,000 plus an original issue discount (OID) of $19,080.
- One-time interest charge of 15% ($18,762).
- Repayment schedule consists of nine monthly payments of $15,982.45 starting November 15, 2024.
- Default interest rate is 22% per annum.
- Conversion price set at $1.00 per share upon an event of default.
- Beneficial ownership limitation of 4.99% for the lender.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with 1800 Diagonal Lending LLC for a $150,650 convertible promissory note. The terms include high default interest rates and conversion rights that could lead to significant dilution.
🚩 Red Flags
- High-cost financing: The combination of OID and a 13% upfront interest charge indicates expensive, distressed capital.
- Aggressive default terms: A 22% per annum default interest rate is highly punitive.
- Dilution risk: The note allows conversion into common stock at $1.00 per share upon default, which can lead to significant shareholder dilution.
- Potential liquidity strain: Mandatory monthly payments of ~$18.9k starting immediately may pressure cash flow.
📋 Key Facts
- Entered into a securities purchase agreement with 1800 Diagonal Lending LLC on September 30, 2024.
- Principal amount of the convertible promissory note is $150,650.
- Purchase price is $131,000 plus an original issue discount (OID) of $19,650.
- One-time interest charge of 13% ($19,584) applied to the principal.
- Repayment via nine monthly installments of $18,914.89 starting October 30, 2024.
- Default interest rate is set at a high 22% per annum.
- Note allows conversion into common stock at $1.00 per share following an event of default.
- Conversion is subject to a beneficial ownership limitation of 4.99% for the lender.
Clean Energy Technologies, Inc. entered into multiple debt amendments and a new convertible promissory note agreement with Mast Hill Fund, L.P. to extend existing maturities and secure additional funding.
🚩 Red Flags
- High cost of capital: The company is paying a $300,000 extension fee just to push back existing debt maturity.
- Aggressive repayment terms: The 'cash sweep' provision (25-50% of future proceeds) significantly limits the company's ability to retain working capital as it scales.
- Potential dilution: The convertible note allows for conversion into common stock at a fixed price, which may lead to significant shareholder dilution.
📋 Key Facts
- Amended two existing promissory notes (original principals of $750,000 and $300,000) with maturity dates extended to December 31, 2025.
- Agreed to pay a total extension fee of $300,000 to Mast Hill Fund, L.P. at closing.
- Issued a new convertible promissory note to Mast Hill Fund, L.P. for $612,000 principal amount.
- The new Note carries an 8% annual interest rate and matures on December 31, 2025.
- Conversion price set at $2.50 per share (subject to anti-dilution adjustments).
- Includes a 'cash sweep' provision: Mast can require repayment of up to 25% of cash proceeds exceeding $1M, increasing to 50% once cash proceeds exceed $3M.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with Coventry Enterprises LLC for a $92,000 convertible promissory note. The deal includes an original issue discount and specific conversion rights that could lead to dilution.
🚩 Red Flags
- Convertible debt structure often leads to significant shareholder dilution.
- High default interest rate (22%) increases financial pressure if payments are missed.
- Conversion price mechanism ($1.60 or recent issuance price) can be highly dilutive in volatile markets.
- Events of Default include delisting, which places the company's Nasdaq status as a trigger for debt acceleration.
📋 Key Facts
- Entered into a securities purchase agreement on August 22, 2024, with Coventry Enterprises LLC.
- Principal amount of the Note is $92,000.
- Purchase price is $80,000 plus an original issue discount (OID) of $12,000.
- One-time interest charge of 10% ($9,200).
- Repayment schedule consists of 10 monthly payments of $10,120 starting October 1, 2024.
- Default interest rate is 22% per annum.
- Conversion price set at $1.60 per share or the average price of stock issuances within a 30-day window around conversion.
- Includes a beneficial ownership limitation of 4.99% for Coventry.
Clean Energy Technologies, Inc. entered into a securities purchase agreement with 1800 Diagonal Lending LLC for a $180,960 convertible promissory note. The agreement includes significant interest charges and conversion rights that could lead to dilution.
🚩 Red Flags
- Convertible debt structure often leads to significant shareholder dilution.
- High default interest rate of 22% per annum indicates high-risk lending terms.
- Events of Default include delisting of common stock, creating a circular risk profile for micro-cap companies.
📋 Key Facts
- Entered into a securities purchase agreement on August 22, 2024, with 1800 Diagonal Lending LLC.
- Principal amount of the convertible promissory note is $180,960.
- Purchase price is $156,000 plus an original issue discount (OID) of $24,960.
- Note carries a one-time interest charge of 13% ($23,524).
- Repayment consists of nine monthly payments of $22,720.45 starting September 30, 2024.
- Default interest rate is set at 22% per annum.
- Conversion price is fixed at $1.00 per share (subject to anti-dilution adjustments).
- Includes a beneficial ownership limitation of 4.99% for the lender.
Clean Energy Technologies, Inc. (CETY) has entered into a corporate guarantee for a $12 million loan taken by its 49%-owned subsidiary, Vermont Renewable Gas LLC (VRG), to fund a waste-to-biogas facility. The agreement includes significant equity conversion rights for the lenders and an additional party, AMEC Business Advisory Pte. Ltd.
🚩 Red Flags
- Significant dilution risk: Lenders and AMEC hold substantial conversion rights to CETY common stock.
- Contingent liability: The corporate guarantee makes the parent company (CETY) directly liable for $12 million in debt if the subsidiary defaults.
- Complex financing structure involving multiple entities and potential off-balance sheet implications.
📋 Key Facts
- Subsidiary VRG entered into a $12 million loan agreement with FPM Development LLC and Evergreen Credit Facility I LLP on June 21, 2024.
- The loan is for the construction of a waste-to-biogas generation facility.
- CETY provided an absolute and unconditional corporate guarantee for all VRG liabilities under the loan.
- Lenders have the right to convert up to 30% of disbursed loan amounts into CETY common stock at a 15% discount to current market price.
- AMEC Business Advisory Pte. Ltd. has rights to assume up to 50% of the loan and an option to convert an extra 10% of the loan amount into equity.
- The loan term is two years from the date of first disbursement, with interest at SOFR + 4.75% per annum.
Clean Energy Technologies, Inc. entered into a subscription agreement on June 18, 2024, to sell approximately 1.2 million units to non-U.S. accredited investors for $1.083 million.
🚩 Red Flags
- Dilutive potential: Issuance of warrants at $2.00 per share may lead to future dilution for existing shareholders.
📋 Key Facts
- Total aggregate purchase price: $1,083,000
- Units offered: Approximately 1,203,333 units at $0.90 per unit
- Unit composition: One share of common stock and one warrant per unit
- Warrant terms: Exercisable at $2.00 per share; expires one year from issuance
- Exemption: Offered under Section 4(a)(2) of the Securities Act, Rule 506 (Regulation D), and Regulation S
- Investor profile: Accredited investors not domiciled in the United States
Clean Energy Technologies, Inc. announced a change in its Board of Directors effective April 26, 2024. The filing details the resignation of Matthew Smith and the appointment of Xiaotian Xiao to the Board and Audit Committee.
🚩 Red Flags
- None identified; resignation was stated as being for personal reasons without disagreement.
📋 Key Facts
- Matthew Smith resigned from the Board of Directors on April 26, 2024, for personal reasons.
- The Company stated there were no disagreements with Mr. Smith regarding his resignation.
- Xiaotian Xiao was appointed to the Board and the Audit Committee effective April 26, 2024.
- Mr. Xiao is an equity investment partner at Gold Endavor Capital with experience in new energy and robotics/automobile industries.
Clean Energy Technologies, Inc. entered into a subscription agreement on March 15, 2024, to sell up to 2,000,000 units at $0.45 per unit. Each unit includes one share of common stock and one warrant to purchase additional shares at $1.60.
🚩 Red Flags
- Significant dilution potential due to the issuance of 2,000,000 shares and accompanying warrants.
- The unit price ($0.45) is significantly lower than the warrant exercise price ($1.60), suggesting a highly discounted private placement.
📋 Key Facts
- Total aggregate purchase price: $900,000
- Unit Price: $0.45 per Unit (consisting of 1 share + 1 warrant)
- Warrant Exercise Price: $1.60 per share
- Warrant Expiration: One year from issuance date
- Total Units to be issued: Up to 2,000,000 units
- Exemption used: Section 4(a)(2), Rule 506 under Regulation D, and Regulation S
Clean Energy Technologies entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC for a $280,500 convertible promissory note. The proceeds are primarily earmarked to repay an existing January 2024 debt to the same buyer.
🚩 Red Flags
- Debt rollover: The primary use of funds is to repay an existing debt to the same lender, suggesting a cycle of refinancing rather than new capital infusion for growth.
- Convertible Note with Default Trigger: Conversion at $1.60 per share upon default provides significant dilution potential if the company fails to meet repayment terms.
- Tight Repayment Schedule: 11 monthly installments starting immediately (April 2024) creates immediate cash flow pressure.
- Event of Default includes delisting, which is a common risk for micro-cap companies.
📋 Key Facts
- Entered into a securities purchase agreement on March 4, 2024, with FirstFire Global Opportunities Fund, LLC.
- Issuance of a $280,500 convertible promissory note for a purchase price of $255,000 (plus a $25,500 original issue discount).
- Note carries a 10% annual interest rate and is repayable in 11 monthly installments of $28,050 starting April 4, 2024.
- The company issued 20,000 shares of Common Stock as commitment shares to the Buyer.
- Conversion price set at $1.60 per share upon an Event of Default.
- Proceeds are designated first to repay a prior promissory note ($143,750) issued to the same buyer on January 3, 2024.
Clean Energy Technologies entered into a securities purchase agreement with Coventry Enterprises LLC on February 2, 2024, to issue a $92,000 convertible promissory note. The deal includes an original issue discount and monthly repayment obligations starting March 2, 2024.
🚩 Red Flags
- Convertible note with a floor/conversion price mechanism often leads to significant dilution.
- The repayment structure involves high effective interest (OID and one-time charge) on a relatively small principal amount.
- Events of Default include delisting, which creates a circular risk if the company faces liquidity issues.
📋 Key Facts
- Entered into a securities purchase agreement with Coventry Enterprises LLC on February 2, 2024.
- The Company is issuing a convertible promissory note with a principal amount of $92,000.
- Purchase price structure: $80,000 cash plus a $12,000 original issue discount (OID) and a $9,200 one-time interest charge.
- Repayment terms: Ten monthly payments of $10,120 each, beginning March 2, 2024.
- Conversion feature: Unpaid principal/interest can be converted into common stock upon an Event of Default.
- Conversion price: The lower of $1.60 per share or the per-share price of any stock issuance within 30 days before or after conversion (subject to adjustment).
- Beneficial ownership limitation for the Buyer is set at 4.99%.
Clean Energy Technologies entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC on January 3, 2024. The company is issuing a $143,750 promissory note convertible into common stock at a price of $1.60 per share.
🚩 Red Flags
- Small transaction size ($125k) relative to typical micro-cap operations suggests potential liquidity constraints or urgent need for working capital.
- Use of an Original Issue Discount (OID) structure can be indicative of high-cost financing.
- The issuance includes 'Commitment Shares' as a condition, which is non-standard and potentially dilutive.
📋 Key Facts
- Entered into a securities purchase agreement with FirstFire Global Opportunities Fund, LLC on January 3, 2024.
- The transaction involves a promissory note with a principal amount of $143,750.00.
- Actual purchase price is $125,000.00, plus an original issue discount (OID) of $18,750.00.
- The Note carries an interest rate of 10% per annum and matures on January 3, 2025.
- Conversion price is set at $1.60 per share, subject to anti-dilution adjustments.
- Company issued 10,000 'Commitment Shares' as a condition of the sale.