11/06/2026 | Press release | Distributed by Public on 11/06/2026 16:18
Item 1.01. Entry into a Material Definitive Agreement.
Effective November 4, 2026, Clean Energy Technologies, Inc. (the "Company") entered into a securities purchase agreement (the "FuFront SPA") with FuFront AI Pte. Ltd., a Singapore exempt company ("FuFront"), pursuant to which the Company sold, and FuFront purchased, a convertible promissory note in the principal amount of $2,000,000 (the "FuFront Note") for a purchase price of $2,000,000 (the "FuFront Transaction").
The FuFront Transaction was funded by FuFront and closed on November 4, 2026, and pursuant to the FuFront SPA, the Company received funding of $2,000,000, and the FuFront Note was issued to FuFront.
The FuFront SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The FuFront SPA requires any dispute relating to the FuFront SPA and FuFront Note be arbitrated in Nevada. The FuFront Note matures on October 3, 2027, accrues interest at 12% per annum, and is convertible 6 months after issuance 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 traded price during the ten trading days prior to the conversion date; provided, however, that the holder may not convert the FuFront 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 2,432,004 shares of Company common stock being issued in the aggregate. Additionally, the holder of the FuFront Note is entitled to deduct $1,750 from the conversion amount in each note conversion to cover the holder's fees associated with the conversion.
The foregoing descriptions of the FuFront SPA and FuFront 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 FuFront 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.