Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities
Item 1.01. Entry into a Material Definitive Agreement. Effective July 29, 2026, Clean Energy Technologies, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ 1800 SPA ”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“ 1800 Diagonal ”), pursuant to which the Company sold, and 1800 Diagonal purchased, a convertible promissory note in the principal amou…
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
Effective
July 29, 2026, Clean Energy Technologies, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ 1800
SPA ”) with 1800 Diagonal Lending LLC, a Virginia limited liability company (“ 1800 Diagonal ”), pursuant to
which the Company sold, and 1800 Diagonal purchased, a convertible promissory note in the principal amount of $147,840 (the “ 1800
Note ”) for a purchase price of $132,000 (the “ Transaction ”).
The
Transaction was funded by 1800 Diagonal and closed on July 29, 2026, and pursuant to the 1800 SPA, 1800 Diagonal’s legal expenses
of $2,500 were paid from the gross purchase price, $4,500 was retained by 1800 Diagonal as a due diligence fee, the Company received
net funding of $125,000, and the 1800 Note was issued to 1800 Diagonal.
The
1800 SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The 1800 SPA requires
that the proceeds from the Transaction be used for general working capital purposes. The 1800 Note matures on April 30, 2027, accrues
a one-time interest charge of 12% on the issuance date, shall be paid in 9 monthly payments in the amount of $18,397.78 beginning on
August 30, 2026, and continuing on the 30 th of each month thereafter, and is convertible following default into shares of
the Company’s common stock at the election of the holder at a conversion price equal to 85% of the lowest closing bid price during
the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the 1800 Note (i) to the extent
that such conversion would result in the holder’s beneficial ownership of the Company’s common stock being in excess of 4.99%
of the Company’s issued and outstanding common stock, or (ii) if conversion would result in more than 19.99% of the shares of Company
common stock being issued after any required aggregation per Rule 5635(d) when the shareholder approval required by Nasdaq Rule 5635(d)
has not been obtained. Additionally, the holder of the 1800 Note is entitled to deduct $1,500 from the conversion amount in each note
conversion to cover the holder’s fees associated with the conversion.
The
foregoing descriptions of the 1800 SPA and 1800 Note do not purport to be complete and are qualified in their entirety by reference to
the full text of those agreements, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated
by reference herein.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The 1800 Note was sold in reliance on
the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there was no general solicitation,
and the issuance did not involve a public offering.