Clean Energy Technologies, Inc. 8-K

What Happened
Clean Energy Technologies, Inc. announced that it entered into securities purchase agreements and issued three convertible promissory notes on March 4 and March 6, 2026. The company issued a $147,840 note to 1800 Diagonal Lending LLC (funded for a $132,000 purchase price; company received $125,000 net) and issued notes of $664,916 and $660,000 to Mega Sincere Holdings Limited and Noblebear Investment Holdings LLC, respectively. The Mega and Noblebear notes were issued in consideration of prior advances to the company. The filings create new financial obligations and were reported as unregistered sales of securities.

Key Details

• Total principal amount of notes issued: $1,472,756 (1800: $147,840; Mega: $664,916; Noblebear: $660,000).
• 1800 Note: closed March 4, 2026; purchase price $132,000; company received $125,000 after $2,500 legal fee and $4,500 due diligence fee; matures Dec 15, 2026; one‑time 12% interest charged at issuance; nine monthly payments of $18,397.78 starting April 15, 2026; convertible only following default at a price equal to 85% of the lowest closing bid in the 10 trading days before conversion; conversion blocked if it would push holder’s beneficial ownership above 4.99% or violate Nasdaq Rule 5635(d) limits. Holder may deduct $1,500 per conversion.
• Mega and Noblebear Notes: issued March 6, 2026 in exchange for prior funding; each accrues 10% per year; conversion price set at $0.646 per share (subject to adjustment if lower-priced shares are later issued); conversion limited so a holder’s beneficial ownership cannot exceed 9.99% and is subject to Nasdaq Rule 5635(d) issuance caps (and any required shareholder approval); each holder may deduct $1,750 per conversion. Noblebear is a related party entity controlled by a company shareholder.

Why It Matters
These transactions provide near-term cash and formalize prior funding but also add debt and create potential share dilution if notes are converted. Important investor points: the 1800 financing yields immediate cash of $125,000 but includes sizable fees and a payment schedule through December 2026; the Mega and Noblebear notes convert at a fixed $0.646 price (which could dilute existing shareholders if converted). Noblebear’s status as a related‑party lender is material for governance and disclosure. Investors should note conversion limits and Nasdaq Rule 5635(d) caps, which may restrict how much equity can be issued on conversion without shareholder approval.