Clean Energy Technologies, Inc. Issues $178K Convertible Note
$CETY · Clean Energy Technologies, Inc.Research Summary
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Clean Energy Technologies, Inc. Issues $178K Convertible Note
What Happened
Clean Energy Technologies, Inc. announced it entered into a securities purchase agreement with Pacific Pier Capital II, LP and sold a convertible promissory note with a principal amount of $178,410. The SPA was reported effective August 10, 2026, the note is dated August 7, 2026, and the filing states the transaction was funded and closed on April 22, 2026. Pacific Pier paid $150,000.80 for the note; $7,000 of Pacific Pier’s legal expenses were paid from the gross proceeds, leaving the Company with net proceeds of $143,000.80.
Key Details
- Note principal: $178,410; Purchase price paid: $150,000.80; Net proceeds to company: $143,000.80.
- Interest and term: 12% per annum; matures 12 months after the issue date (issue date Aug 7, 2026 → maturity Aug 7, 2027). Conversion allowed at or after six months from issue.
- Conversion terms: convertible into common stock at a price equal to 85% of the lowest daily VWAP during the 10 trading days prior to conversion; conversion subject to a 4.99% beneficial ownership cap for the holder. Holder may deduct $1,750 per conversion (or $500 if conversion amount ≤ $25,000) for conversion-related fees.
- SPA restrictions and approvals: proceeds must be used for business development and payments to service providers (not for insider repayments or certain loans); the SPA caps issuance to Pacific Pier at 2,000,000 shares until shareholder approval under Nasdaq Listing Rule 5635 is obtained and effective, and requires the Company to obtain such approval (to issue shares over the cap) by November 7, 2026.
Why It Matters
This 8-K reports a short-term debt financing that can convert into equity. The transaction provides the company with about $143k in immediate cash but could dilute existing shareholders if the note is converted. Investors should note the conversion discount (85% of a low-VWAP measure), the 4.99% ownership cap for the holder, the required shareholder approval to issue more than 2,000,000 shares, and the November 7, 2026 timeline for obtaining that approval. The filing also records the creation of a new financial obligation (debt) and an unregistered sale of securities.