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Get filing alertsClean Energy Technologies raises $350K via convertible note with 15% discount conversion terms
Filed April 28, 2026 · Period ending April 22, 2026 · ~1 min read
Key Changes
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high
Company issued $406K convertible note to Pacific Pier Capital for $350K net proceeds. Note converts at 85% of lowest VWAP over 10-day lookback, creating potential downward price pressure through discounted conversions.
Item 1.01 verify on EDGAR → -
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Shareholder approval required by May 1, 2026 (3 days after filing) to exceed 2M share conversion cap. Preliminary proxy filing due June 1. Tight timeline suggests potential dilution exceeds 20% of outstanding shares.
Item 1.01 verify on EDGAR → -
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Proceeds restricted to business development and paying service providers. Explicit prohibitions on repaying insider debt, refinancing other corporate debt, or making affiliate loans indicate lender concerns about cash management.
Item 1.01 verify on EDGAR → -
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Note matures April 2027, carries 12% annual interest, and allows conversion after 6 months. Holder can deduct $500-$1,750 per conversion as fees, incentivizing frequent small conversions.
Item 1.01 verify on EDGAR →
Summary
Clean Energy Technologies raised $350,280 in net proceeds by issuing a $406,000 convertible note to Pacific Pier Capital II, a transaction that signals limited access to traditional financing.
The note's conversion terms are particularly concerning for existing shareholders: after a six-month waiting period, the holder can convert at 85% of the lowest daily VWAP over any 10-day period, effectively guaranteeing a 15% discount to recent trading prices.
This structure creates inherent downward pressure on the stock price, as the holder can convert and immediately sell at a profit regardless of market conditions. The company faces an aggressive timeline to obtain shareholder approval by May 1, 2026—just three days after this filing—with a preliminary information statement due by June 1. Until approval is secured, conversions are capped at 2 million shares, but the requirement for shareholder approval under Nasdaq rules indicates the total potential dilution likely exceeds 20% of outstanding shares. The lender's restrictions on proceeds usage, explicitly prohibiting repayment of insider debt or other corporate obligations, suggest concerns about the company's financial management and cash position. Retail investors should monitor whether the company meets the May 1 shareholder approval deadline and watch for the preliminary proxy filing by June 1. Once the six-month conversion window opens in October 2026, observe trading volume and price action for signs of conversion-driven selling pressure.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
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 Company raised $350,280 in net proceeds by issuing a $406,000 convertible note to Pacific Pier Capital II, LP. The difference between principal and purchase price reflects original issue discount and $7,000 in legal fees paid to the lender. This is dilutive debt financing at terms that suggest the company may have limited access to traditional capital sources.
Added in current filing · verify on EDGAR →
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
The note converts at 85% of the lowest VWAP over a 10-day lookback period, meaning the holder receives a 15% discount to recent trading prices. This structure creates downward pressure on the stock price as the holder can convert and immediately sell at a profit, potentially triggering a death spiral if the stock declines.
Event · Item 2.03 — Creation of a Direct Financial Obligation
Clean Energy Technologies created a direct financial obligation, details referenced in Item 1.01 (not provided in excerpt).
Added in current filing · verify on EDGAR →
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The company disclosed the creation of a direct financial obligation or off-balance sheet arrangement. The specific terms, amounts, and counterparties are referenced in Item 1.01 of the 8-K, which was not included in the provided excerpt. This type of disclosure typically involves new debt, credit facilities, guarantees, or similar obligations that could impact the company's financial position.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Company issued unregistered debt securities in a private placement under Section 4(a)(2) exemption.
Added in current filing · verify on EDGAR →
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.
The company sold a note (debt security) without SEC registration, using the private placement exemption under Section 4(a)(2) of the Securities Act. This means the securities were sold to a limited number of investors without public solicitation. The filing references Item 1.01 for additional details about the note terms, but that section is not included in the provided text.
Event · Item 9.01 — Financial Statements and Exhibits
Clean Energy Technologies entered into a Securities Purchase Agreement and issued a Promissory Note to Pacific Pier Capital II, LP.
Added in current filing · verify on EDGAR →
Securities Purchase Agreement, dated April 20, 2026, entered into between the Company and Pacific Pier Capital II, LP
The company entered into a Securities Purchase Agreement with Pacific Pier Capital II, LP on April 20, 2026. This agreement typically involves the sale of securities to raise capital, though the specific terms, amount, and type of securities are not disclosed in this 8-K filing itself but would be detailed in the attached exhibit.
Added in current filing · verify on EDGAR →
Promissory Note, dated April 20, 2026, issued by the Company to Pacific Pier Capital II, LP
The company issued a Promissory Note to Pacific Pier Capital II, LP on April 20, 2026. This indicates the company has taken on debt financing from this investor, though the principal amount, interest rate, maturity date, and other terms are not disclosed in this 8-K filing itself but would be detailed in the attached exhibit.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 10, 2026 · How we verify