Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Effective April 22, 2026, Clean Energy Technologies, Inc. (the "Company") entered into a securities purchase agreement (the "SPA") with Pacific Pier Capital II, LP, a Delaware limited partnership ("Pacific Pier"), pursuant to which the Company sold, and Pacific Pier purchased, a convertible promissory note in the principal amount of $406,000 (the "Note") for a purchase price of $357,280 (the "Transaction").

The Transaction was funded by Pacific Pier and closed on April 22, 2026, and pursuant to the SPA, Pacific Pier's legal expenses of $7,000 were paid from the gross purchase price, the Company received net funding of $350,280, and the Note was issued to Pacific Pier.

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 business development and the payment of amounts owed to service providers of the Company, but not for repayment of indebtedness owed to officers, directors or employees of the Company or their affiliates, the repayment of any debt issued in corporate finance transactions, any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company's currently existing operations), or any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company. The SPA also (i) requires the Company to satisfy the shareholder approval requirements of Nasdaq Listing Rule 5635, (ii) prohibits the issuance of more than 2,000,000 shares of Company common stock (the "Exchange Cap") to Pacific Pier in the aggregate until shareholder approval has been received to issue shares in excess of the Exchange Cap and such approval has become effective pursuant to the rules promulgated under the Securities Exchange Act of 1934, as amended, and (iii) requires the Company to obtain shareholder approval by May 1, 2026, file a preliminary information statement on Schedule 14C in connection with the issuance of shares in excess of Exchange Cap under the Transaction with the U.S. Securities and Exchange Commission (the "SEC") on or before June 1, 2026, and file a definitive information statement as soon as permissible.

The Note matures 12 months following the issue date set forth in the Note (April 20, 2026), accrues interest of 12% per annum, and is convertible into shares of the Company's common stock at the election of the holder, at or following six months after the issue date, at a conversion price equal to 85% of the lowest daily volume-weighted average price (during regular trading hours) on any trading day during the 10 trading days prior to the conversion date; provided, however, that the holder may not convert the Note 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. Additionally, the holder of the Note is entitled to deduct $1,750 from the conversion amount (or $500 if the conversion amount is $25,000 or less) 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 issuances did not involve a public offering.