UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
Effective July 1, 2026, Clean Energy Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Coventry Enterprises LLC, a Delaware limited liability company (“Coventry”), pursuant to which the Company sold, and Coventry purchased, a convertible promissory note in the principal amount of $166,500 (the “Note”) for a purchase price of $150,000 (the “Transaction”).
The Transaction was funded by Coventry and closed on July 1, 2026, and pursuant to the SPA, Coventry’s legal expenses of $3,000 were paid from the gross purchase price, $6,000 was paid to the Company’s registered broker-dealer, the Company received net funding of $141,000, and the Note was issued to Coventry.
The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA requires that the proceeds from the Transaction be used for general working capital purposes. The Note matures on May 1, 2027, accrues a one-time interest charge of 12% on the issuance date, shall be paid in 10 monthly payments in the amount of $18,648 beginning on August 7, 2026, and continuing on the 7th 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 equal to 85% of the lowest closing bid price during the ten trading days prior to the conversion date; provided, however, that the holder may not convert the 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) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and 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). Additionally, the holder of the 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 SPA and 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, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
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 3.02. Unregistered Sales of Equity Securities.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement, dated June 29, 2026, entered into between the Company and Coventry Enterprises LLC * | |
| 10.2 | Promissory Note, dated June 29, 2026, issued by the Company to Coventry Enterprises LLC * | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.
| CLEAN ENERGY TECHNOLOGIES, INC. | ||
| Dated: July 8, 2026 | By: | /s/ Kambiz Mahdi |
| Kambiz Mahdi | ||
| Chief Executive Officer | ||