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SUBSEQUENT EVENTS
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 20 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the date the financial statements were issued. The Company has determined that there are no other such events that warrant disclosure or recognition in the financial statements, except as noted below.

 

On January 2, 2026, Pacific Pier converted $103,000 of the principal and $1,809 of interest of their note dated April 4, 2025 into 242,140 of our common shares.

 

On January 16, 2026, the Company issued 131,187 shares of common stock to Pacific Pier pursuant to its conversion of $83,000 of the principal and $0 of interest owed under the convertible promissory note issued to Pacific Pier on April 22, 2025.

 

On January 21, 2026, the Company issued 307,038 shares of common stock to First Fire pursuant to its conversion of $120,750 of the principal and $12,075 of interest owed under the convertible promissory note issued to Pacific Pier on July 18, 2025.

 

On January 29, 2026, the Company issued 132,694 shares of common stock to Pacific Pier pursuant to its conversion of $85,000 of the principal and $0 of interest owed under the convertible promissory note issued to Pacific Pier on April 22, 2025.

 

On January 12, 2026, the Company entered into a note purchase agreement (the “Filled Purchase Agreement”) with Filled Converge Limited, a limited liability company formed under the laws of the British Virgin Islands (“Filled”) and Li Xiaoguang (collectively the “Sellers”), pursuant to which the Company would acquire from the Sellers a HK$11,700,000 portion of that certain Convertible Bond in the original principal amount of HK$356,375,000 issued by China Ruifeng Renewable Energy Holdings Limited, a Hong Kong listed company for a purchase price consisting of US$700,000 equivalent in HK$ (the “Cash Purchase Price”) and 1,932,000 shares of Company common stock (the “Shares”). $500,000 of the Cash Purchase Price was to be paid immediately, and the balance of the Cash Purchase Price of $200,000 was to be paid within 30 days of closing. The $500,000 was paid in January of 2026, and the $200,000 was paid by the issuance of the Noblebear Note described below.

 

 

On or about March 4, 2026, 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 March 4, 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 December 15, 2026, 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 April 15, 2026, and continuing on the 15th 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. Any amount of principal or interest not paid when due bears default interest at a rate of 22% per annum.

 

On or about March 6, 2026, in consideration of (i) $604,469 in funding previously advanced to the Company by Mega Sincere Holdings Limited (“Mega”), a company organized under the laws of the British Virgin Islands, and its affiliates, and (ii) $600,000 in funding previously advanced to the Company by Noblebear Investment Holdings LLC (“Noblebear”), a company organized under the laws of the California and controlled by a Company shareholder and related party, the Company entered into securities purchase agreements with Mega and Noblebear (the “Mega and Noblebear SPA’s”) and issued Mega and Noblebear convertible promissory notes in the principal amounts of $664,916 and $660,000, respectively (the “Mega and Noblebear Notes”).

 

The Mega and Noblebear SPAs include customary representations, warranties and covenants by the Company. Each of the Mega and Noblebear Notes accrues interest at 10% per annum, and is convertible into shares of the Company’s common stock at the election of the holder at a conversion price equal to $0.646 (subject to adjustment if the Company issues shares at a lower price), provided, however, that a holder may not convert either of the Mega and Noblebear Notes (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 9.99% of the Company’s issued and outstanding common stock, or (ii) if conversion would result in more than 1,216,600 or 19.99% of the shares of Company common stock being issued per Rule 5635(d) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained. Additionally, the holders of each of the Mega and Noblebear Notes are entitled to deduct $1,750 from the conversion amount in each note conversion to cover the holder’s fees associated with the conversion.

 

Effective April 20, 2026, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “PPC SPA”) with Pacific Pier Capital II, LP, a Delaware limited partnership (“Pacific Pier”), pursuant to which the Company sold, and Pacific Pier purchased, a convertible promissory note in the principal amount of $406,000 (the “PPC Note”) for a purchase price of $357,280 (the “PPC Transaction”), and one time fee of 48,720.

 

The PPC Transaction was funded by Pacific Pier and closed on April 20, 2026, and pursuant to the SPA, Pacific Pier’s legal expenses of $7,000 were paid from the gross purchase price, the Company received net funding of $350,280, and the Note was issued to Pacific Pier. The PPC Note matures 12 months following the issue date set forth in the PPC Note (April 20, 2026), accrues interest of 12% per annum, and is convertible into shares of the Company’s common stock at the election of the holder, at or following six months after the issue date, at a conversion price equal to 85% of the lowest daily volume-weighted average price on any trading day during the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the PPC Note 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. Additionally, the holder of the PPC Note is entitled to deduct $1,750 from the conversion amount (or $500 if the conversion amount is $25,000 or less) in each note conversion to cover the holder’s fees associated with the conversion. In addition, pursuant to the Securities Purchase Agreement and applicable Nasdaq listing requirements, the issuance of shares upon conversion of the PPC Note is subject to an Exchange Cap of 2,000,000 shares unless shareholder approval is obtained to permit issuances in excess of such limit.

 

On May 12, 2026, and May 27, 2026, the Company borrowed approximately $104,000, and $260,000, respectively, from Agile Capital Funding, LLC (“Agile”) pursuant to short-term cash advance loans. Under the loan agreements, approximately $389,740 and $155,896, respectively, was due to Agile, amortizing and to be repaid over approximately 32 weeks, and as of June 1, 2026, the balance on the loans was $389,740 and $155,896, respectively.

 

On January 8, 2026, Pacific Pier Capital II, LLC issued a forgiveness letter to the Company confirming that the remaining unpaid balance of $86,856.90 under the referenced promissory note was forgiven and cancelled. The letter states that no further payments are due under the note and that the note is deemed satisfied in full. The forgiveness is limited to the obligations under the referenced note and does not modify or waive any other obligations or agreements between the parties unless expressly stated in writing.

 

Effective April 23, 2025, the Company entered into a Securities Purchase Agreement with Pacific Pier, pursuant to which the Company sold, and Pacific Pier purchased, (i) a convertible promissory note in the principal amount of $256,000. Subsequent to year-end, on February 19, 2026, Noblebear Capital acquired from Pacific Pier all of Pacific Pier’s rights, title, and interest in the note. The assignment represented a transfer of the existing debt obligation between creditors and did not constitute a new financing transaction with the Company. The Company did not receive any additional proceeds or consideration in connection with the assignment. At the time of the assignment, the outstanding balance of the Pacific Pier note was approximately $216,000, inclusive of default penalties, and $31,919.61 of accrued interest.

 

Additionally, subsequent to year-end, Noblebear Capital acquired from Mast Hill Fund the Company’s existing convertible note originally issued on August 15, 2025, in the principal amount of $388,888. The assignment represented a transfer of an existing debt obligation and did not constitute a new financing transaction with the Company. The Company did not receive any additional proceeds or consideration in connection with the assignment. At February 19, 2026, the outstanding balance of the Mast Hill note was approximately $388,888, and $20,136.94 of accrued interest.