Item 1.01 Entry into a Material Definitive Agreement.
On December 7, 2202, Clean Energy Technologies, Inc. (the "Company") closed a
transaction whereby entered into to a Securities Purchase Agreement (the "SPA")
with 1800 Diagonal Lending, LLC ("Diagonal"), dated December 5, 2022, and issued
a convertible note (the "Note") to Diagonal in the aggregate principal amount of
$191,526 (including an original issue discount of $19,760). The SPA contains
customary representations and warranties by the Company and Diagonal. A portion
of the proceeds from the sale of the Note will be used to satisfy all under an
existing note with Diagonal and the remainder for working capital purposes.
The Note will mature on December 5, 2023, Note carries an interest rate of ten
percent (10.0%) per annum paid upon issuance. The Company has the right to
prepay the Note without penalty. Following an event of default, and subject to
certain limitations, the outstanding amount of the Note may be converted into
shares of Company common stock. Amounts due under the Note would be converted
into shares of the Company's common stock at a conversion price equal to 70% of
the lowest trading for the 5-trading days immediately preceding the date of
conversion. In no event may the lender effect a conversion if such conversion,
along with all other shares of Company common stock beneficially owned by the
lender and its affiliates would exceed 4.99% of the outstanding shares of
Company common stock. In addition, upon the occurrence and during the
continuation of an event of default the Note will become immediately due and
payable and the Company shall pay to the lender, in full satisfaction of its
obligations thereunder, additional amounts as set forth in the Note.
The offer and sale of the Note to Diagonal was made in a private transaction
exempt from the registration requirements of the Securities Act of 1933 in
reliance on exemptions afforded by Section 4(a)(2) of the Securities Act of
1933.
The foregoing descriptions of SPA and Note, do not purport to be complete and
are qualified in their entirety by the full text of the forms of the of SPA and
Note which are filed as exhibits 10.160 and 10.161 to this Report on Form 8-K.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description
10.160 Form of Securities Purchase Agreement between Clean Energy
Technologies, Inc. and 1800 Diagonal Lending, LLC dated December 5,
2022.
10.161 Form of Promissory Note dated December 5, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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CLEAN ENERGY TECHNOLOGIES, INC. 