UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 126, 2026

Clean Energy Technologies, Inc.

(Exact name of registrant as specified in its charter)

001-41654

20-2675800

(Commission

File Number)

(IRS Employer

Identification Number)

1340 Reynolds Avenue, Unit 120

Irvine, CA

92614

(Address of Principal Executive Offices)

(Zip Code)

(949) 273-4990

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.001		CETY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 43.0201 ~~Non-Reliance~~Notice onof ~~Previously~~Delisting ~~Issued~~or ~~Financial~~Failure ~~Statements~~to orSatisfy ~~Related~~a ~~Audit~~Continued ~~Report~~Listing Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Report~~of Listing.

On May 126, 2026, ~~the Board of Directors (the “Board”) of~~ Clean Energy Technologies, Inc. (the “Company”) ~~concluded~~received ~~that~~a ~~between~~written ~~January~~notice ~~1, 2022, and September 30, 2025,~~ (the “Notice”) ~~Company’s~~from ~~accounting with respect to~~ the ~~historical~~Listing ~~classification,~~Qualifications ~~valuation,~~Department ~~and collectability assessment~~ of ~~certain~~The ~~long-term receivables~~Nasdaq ~~and~~Stock ~~contract~~Market ~~assets,~~(“Nasdaq”) asindicating ~~well~~that as the ~~timing~~Company ofis ~~revenue recognition and related interest income under U.S. GAAP, was incorrect.~~not Asin acompliance ~~result,~~with ~~the~~Nasdaq ~~Company’s~~Listing ~~financial~~Rule ~~statements for all of the fiscal periods between January~~ 5250(c)(1,) ~~2022, and September 30, 2025~~ (the ~~“Impacted~~ ~~Periods~~“Rule”) ~~should~~because nothe ~~longer~~Company behad ~~relied~~not ~~upon.~~yet ~~Similarly, any previously furnished or~~ filed ~~reports,~~its ~~related~~Quarterly ~~earnings~~Report ~~releases,~~on ~~investor~~Form ~~presentations~~10-Q orfor ~~similar communications of~~ the ~~Company~~period ~~describing~~ended ~~the~~March ~~Company’s~~31, ~~financial~~2026 ~~results during~~ (the ~~Impacted~~“Quarterly ~~Periods should no longer be relied upon~~Report”).

The Rule requires listed companies to timely file all required periodic reports with the Securities and Exchange Commission. The Notice has no immediate effect on the listing or trading of the Company’s ~~believes~~securities. ~~these~~However, ~~matters~~if ~~relate~~the ~~primarily~~Company fails to ~~historical~~timely ~~balance~~regain ~~sheet~~compliance with ~~items~~the ~~and~~Rule, dothe ~~not~~Company’s ~~impact~~securities will be subject to delisting from Nasdaq. Under Nasdaq rules, the Company has 60 calendar days from receipt of the Notice, to submit a plan to regain compliance with the Rule. If Nasdaq accepts the Company’s ~~current~~plan, ~~operations~~then Nasdaq may grant an exception of up to 180 calendar days from the due date of the Form 10-Q, or ~~underlying~~until ~~business~~November ~~activities~~16, 2026, to regain compliance. However, there can be no assurance that Nasdaq will accept the Company’s plan to regain compliance or that the Company will be able to regain compliance within any extension period granted by Nasdaq. If Nasdaq does not accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq hearings panel.

The Company ~~intends~~is working diligently to ~~immediately~~complete and file anthe ~~amended~~Quarterly ~~Annual~~ Report onand ~~Form~~regain ~~10-K/A~~compliance with ~~restated~~the ~~financial~~Rule. ~~statements~~However, if the Company’s common stock ultimately were to be delisted for any reason, it could negatively impact the ~~years~~Company ~~ended~~by ~~December~~(i) reducing ~~31,~~the ~~2024,~~liquidity and ~~December~~market ~~31,~~price ~~2023,~~of ~~and~~the toCompany’s ~~file~~common ~~amended~~stock; ~~Quarterly~~(ii) ~~Reports~~reducing onthe ~~Form~~number ~~10-Q/A~~of ~~with~~investors ~~restated~~willing ~~financial~~to ~~statements~~hold ~~for~~or acquire the ~~quarterly~~Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting ~~periods~~the ~~ended~~Company’s ~~March~~ability ~~31,~~to ~~2025,~~use ~~June~~a ~~30,~~registration ~~2025,~~statement to offer and ~~September~~sell ~~30,~~freely ~~2025~~tradable securities, inthereby ~~each~~preventing ~~case~~the toCompany from ~~reflect~~accessing the ~~appropriate~~public ~~accounting~~capital ~~treatment~~markets; ~~for~~ and (iv) impairing the ~~items~~Company’s ~~described~~ability ~~above~~to provide equity incentives to its employees.

~~Kambiz~~Disclosure ~~Mahdi,~~Regarding ~~the~~Forward-Looking Company’s CEO and member of the Board, Calvin Pang, the Company’s CFO and member of the Board, and Lauren Morrison, member of the Board and Chair of the Audit Committee, have discussed the matters disclosed in this Item 4.02 with the Company’s independent registered public accounting firm, TAAD, LLP.Information

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements regarding the Company’s beliefs and expectations relating to the Company’s filing of the Quarterly Report, Nasdaq’s listing rules, and whether the Company’s common stock will remain listed on Nasdaq. These forward-looking statements are based on the current beliefs and expectations of the Company’s management with respect to future events, only speak as of the date that they are made and are subject to significant risks and uncertainties. Such statements can be identified by the use of words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “continue,” “can,” “may,” “look forward,” “aim,” “hopes,” and similar terms, although not all forward-looking statements contain such words or expressions. Actual results could differ significantly from those set forth in the forward-looking statements.

Important factors that may cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, a material delay in the Company’s ability to execute its plans, the possibility that the Company is unable to regain compliance with, or thereafter continue to comply with, Nasdaq’s listing rules, or violates additional listing rules, the possibility that Nasdaq may delist the Company’s securities, and other factors contained in the “Risk Factors” section and elsewhere in the Company’s filings with the SEC from time to time, including, but not limited to, its Annual Reports on Form 10-K and other periodic filings. The Company does not undertake to update any forward-looking statements to reflect changed assumptions, the impact of circumstances or events that may arise after the date of the forward-looking statements, or other changes over time, except as required by law.

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: May 7, 2026	By:	/s/ Kambiz Mahdi
Dated: May 29, 2026	By:	/s/ Kambiz Mahdi
		Kambiz Mahdi
		Chief Executive Officer

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