Clean Energy Technologies, Inc. filed a Form 8-K on November 6, 2026, disclosing that it entered into a securities purchase agreement with FuFront AI Pte. Ltd. on November 4, 2026, resulting in the issuance of a $2,000,000 convertible promissory note.

Key Highlights

  • $2,000,000 note issued: The company sold a convertible promissory note with a principal amount of $2,000,000 to FuFront AI Pte. Ltd., a Singapore exempt company, for a purchase price of $2,000,000.
  • Maturity date October 3, 2027: According to the filing, the FuFront Note matures on October 3, 2027.
  • 12% annual interest: The note accrues interest at 12% per annum, as disclosed in the filing.
  • Conversion price at a discount: 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.
  • Beneficial ownership cap: The holder may not convert the note if doing so would result in beneficial ownership exceeding 4.99% of the company's issued and outstanding common stock.
  • Share issuance limit: Conversion is also restricted when shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and conversion would result in more than 2,432,004 aggregate shares being issued.
  • Conversion fee deduction: The filing states the holder is entitled to deduct $1,750 from the conversion amount in each note conversion to cover the holder's conversion-related fees.

Clean Energy Technologies Issues Convertible Note to FuFront AI Under November 2026 Securities Purchase Agreement

According to the Form 8-K filed with the SEC on November 6, 2026, Clean Energy Technologies, Inc. (NASDAQ:CETY), headquartered in Irvine, California, entered into a securities purchase agreement (the "FuFront SPA") effective November 4, 2026, with FuFront AI Pte. Ltd., described in the filing as a Singapore exempt company. Under the agreement, the company sold and FuFront purchased a convertible promissory note (the "FuFront Note") in the principal amount of $2,000,000, for a purchase price of $2,000,000. The filing states the transaction was funded and closed on November 4, 2026.

The filing discloses that the FuFront Note matures on October 3, 2027, and accrues interest at 12% per annum. The note becomes convertible into shares of the company's common stock six months after issuance, at the election of the holder. The conversion price is equal to 85% of the lowest traded price during the ten trading days prior to the conversion date. Two restrictions apply: conversion cannot cause the holder's beneficial ownership to exceed 4.99% of issued and outstanding common stock, and conversion is blocked when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and would result in more than 2,432,004 shares being issued in the aggregate.

The filing also notes that the FuFront SPA requires any dispute relating to the agreement or note to be arbitrated in Nevada, and that 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 issuance did not involve a public offering." The Form 8-K was signed by Kambiz Mahdi, Chief Executive Officer, on November 6, 2026.

What Was Disclosed

Clean Energy Technologies disclosed the entry into a $2,000,000 convertible promissory note agreement with FuFront AI Pte. Ltd., effective November 4, 2026, covering the note's maturity, interest rate, conversion mechanics, ownership caps, and the exemption relied upon for the unregistered sale.