Clean Energy Technologies, Inc. filed a current report on Form 8-K on October 21, 2026, disclosing that on October 18, 2026, it entered into a securities purchase agreement with Falcon Venture Limited and issued a $500,000 convertible promissory note.

Key Highlights

  • Note principal: Clean Energy Technologies sold a convertible promissory note in the principal amount of $500,000 to Falcon Venture Limited, a Samoa incorporated company, at a purchase price of $500,000.
  • Maturity and interest: The note matures on October 18, 2027, and accrues interest at 8% per annum, according to the filing.
  • Conversion terms: The note is convertible 6 months after issuance at 85% of the lowest traded price during the ten trading days prior to the conversion date, at the holder's election.
  • Conversion cap: Conversion is restricted so that the holder's beneficial ownership may not exceed 9.99% of issued and outstanding common stock, and is also limited to 2,432,004 aggregate shares absent required Nasdaq shareholder approval.
  • Use of proceeds: The securities purchase agreement requires proceeds to be used for business development and the payment of company obligations, the filing states.
  • Exemption relied upon: 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, the filing discloses.

Clean Energy Technologies Enters $500,000 Convertible Note Agreement with Falcon Venture Limited

According to the Form 8-K filed with the SEC, Clean Energy Technologies, Inc. (NASDAQ:CETY) entered into a securities purchase agreement with Falcon Venture Limited on October 18, 2026. Under the agreement, the company sold and Falcon purchased a convertible promissory note with a principal amount of $500,000 for a purchase price of $500,000. The filing states that the purchase price had already been received by the company at the time the note was issued.

The filing describes the note as maturing on October 18, 2027, carrying an interest rate of 8% per annum, and becoming convertible into shares of common stock six months after issuance. The conversion price is set at 85% of the lowest traded price during the ten trading days prior to the conversion date. The holder is also entitled to deduct $1,750 from the conversion amount in each conversion to cover the holder's fees associated with the conversion, according to the filing.

The securities purchase agreement includes customary representations, warranties, and covenants, and requires any disputes to be arbitrated in Orange County, California, the filing states. The company disclosed the transaction under Item 1.01 (Entry into a Material Definitive Agreement), Item 2.03 (Creation of a Direct Financial Obligation), and Item 3.02 (Unregistered Sales of Equity Securities). The report was signed by Kambiz Mahdi, Chief Executive Officer, and dated October 20, 2026.

What Was Disclosed

Clean Energy Technologies disclosed the issuance of a $500,000 convertible promissory note to Falcon Venture Limited on October 18, 2026, under a securities purchase agreement. The note carries 8% annual interest, matures in one year, and is convertible at a discount to market after six months.