Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): October 13, 2023 (October 6, 2023).

 

CLEAN ENERGY TECHNOLOGIES, INC.

(Exact name of Company as specified in its charter)

 

Nevada		001-41654		20-2675800
(State or other jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification Number)

 

2990 Redhill Avenue

Costa Mesa, CA 92626

(Address of principal executive offices)

 

Phone: [phone]

(Company’s Telephone Number)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		CETY		NASDAQ

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 6, 2023, Clean Energy Technologies, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC, as sales agent (“Roth”), pursuant to which the Company may offer and sell from time to time up to $25,000,000 of shares (the “ATM Offering”) of the Company’s common stock, par value $0.001 per share (“Shares”), through Roth. The offer and sale of the Shares will be made pursuant to a prospectus supplement to the Company’s base shelf prospectus to be filed under the Securities Act of 1933, as amended.

 

Sales of the Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the Nasdaq Capital Market or on any other existing trading market for the Company’s Shares. The Shares may only be offered and sold by means of a prospectus, including a prospectus supplement, forming part of the effective registration statement. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. Roth will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company, consistent with Roth’s normal trading and sales practices, on mutually agreed terms between Roth and the Company.

 

Under the terms of the Sales Agreement, the Company will pay Roth a commission of up to an aggregate 3.0% of the gross proceeds of the Shares sold through them under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company and Roth against certain liabilities, including for liabilities under the Securities Act, and termination provisions.

 

The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

Item 9.01 Financial Statement and Exhibits.

 

Exhibit No.		Description
1.1		Sales Agreement dated October 6, 2023, by and between the Company and Roth Capital Partners, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Clean Energy Technologies, Inc.

 

	/s/ Kambiz Mahdi
By:	Kambiz Mahdi
	Chief Executive Officer
Date:	October 13, 2023

 

 

 

Exhibit 1.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cover	Oct. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 13, 2023
Entity File Number	001-41654
Entity Registrant Name	CLEAN ENERGY TECHNOLOGIES, INC
Entity Central Index Key	0001329606
Entity Tax Identification Number	20-2675800
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2990 Redhill Avenue
Entity Address, City or Town	Costa Mesa
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92626
City Area Code	(949)
Local Phone Number	273-4990
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	CETY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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