UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~September 1826, 2025

Clean Energy Technologies, Inc.

(Exact name of registrant as specified in its charter)

001-41654	Nevada	20-2675800
(Commission File Number)		(IRS Employer Identification Number)

001-41654		20-2675800
(Commission File Number)		(IRS Employer Identification Number)

1340 Reynolds Avenue, Unit 120

Irvine, CA

92614

(Address of Principal Executive Offices)

(Zip Code)

(949) 273-4990

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.001		CETY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.0103. ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

~~Effective August 18, 2025,~~ Clean Energy ~~Technologies~~Technology, Inc. (the “Company”), ~~entered~~filed ~~into~~ a ~~securities~~Certificate ~~purchase~~of ~~agreement~~Change (with the ~~“SPA”)~~ ~~with~~State ~~Mast~~of ~~Hill~~Nevada ~~Fund,~~to ~~L.P.,~~effect a ~~Delaware~~1-for-15 reverse ~~limited~~stock ~~partnership~~split ~~(“Mast~~of ~~Hill”), pursuant to which~~ the Company’s ~~sold, and Mast Hill purchased,~~ (ia) aauthorized ~~junior~~shares ~~secured convertible promissory note in the principal amount~~ of ~~$388,888~~common ~~(the “Note”)~~stock, and (iib) ~~150,000~~issued and outstanding shares of ~~Company~~ common stock (the “~~Shares~~Reverse Stock Split”), which was accepted for anfiling ~~aggregate~~by ~~purchase price~~the State of ~~$350,000~~Nevada ~~(the~~on ~~“Transaction”)~~or about September 26, 2025.

~~The~~Reason ~~Transaction~~for ~~closed on August 18, 2025, and on such date pursuant to~~ the ~~SPA,~~Reverse ~~Mast~~Stock ~~Hill’s legal expenses of $8,500 were paid from the gross purchase price, the Company received net funding of $341,500, and the Note and Shares were issued to Mast Hill.~~Split

The ~~SPA~~Reverse ~~includes~~Stock ~~customary~~Split ~~representations,~~is ~~warranties~~being ~~and~~effected ~~covenants~~solely by the Company and customary closing conditions. The SPA requires that the proceeds from the Transaction be used for working capital, and business development, but not for repayment of indebtedness owed to ~~officers,~~ ~~directors~~enable ~~or employees of~~ the Company ~~or their affiliates, the repayment of any debt issued in corporate finance transactions, any loan~~ to orexpeditiously ~~investment~~restore incompliance ~~any other corporation, partnership, enterprise or other person (except in connection~~ with the ~~Company’s currently~~continued ~~existing~~listing ~~operations), or any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company.~~standards ~~The SPA also (i) requires the Company to hold a special meeting~~ of ~~its shareholders, on or before~~ the ~~date~~Nasdaq ~~that~~Stock isMarket ~~60 calendar days after the first date~~ (~~after~~ the ~~date of the SPA~~“Nasdaq”) ~~that~~and ~~the Company~~Nasdaq’s ~~common stock has traded at a price per share of less than~~ $01.~~50, for~~00 ~~the~~minimum ~~purpose~~bid ofprice obtaining shareholder approval to issue shares of Company common stock to Mast Hill in excess of the Exchange Cap (as defined below), pursuant to Nasdaq’s listing rules, and (ii) prohibits the issuance of more than 12,370,000 shares of Company common stock (the “Exchange Cap”) to Mast Hill in the aggregate until shareholder approval has been obtainedrequirements.

~~The~~Effects ~~Note matures 12 months following the issue date, accrues guaranteed interest~~ of ~~10% per annum, and is unsecured. The Note is convertible into shares of~~ the ~~Company’s~~Reverse ~~common~~Stock stock at the election of the holder at a conversion price equal to the lesser of (i) $2.50/share, or (ii) 90% of the lowest dollar volume-weighted average price (during the period from 9:30 a.m. to 4 pm ET) on any trading day during the 5 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 in each note conversion to cover the holder’s fees associated with the conversion.Split

~~The~~Effective ~~foregoing~~Date; ~~descriptions~~Symbol; ofCUSIP ~~the~~Number. ~~SPA~~The ~~and~~Reverse ~~Note~~Stock doSplit ~~not~~is ~~purport~~expected to bebecome ~~complete~~effective and ~~are~~be ~~qualified~~reflected inwith ~~their~~the ~~entirety~~Nasdaq byand ~~reference~~in tothe marketplace at the ~~full text~~open of ~~those~~business ~~agreements~~on October 6, ~~copies~~2025 (the “Effective Date”), whereupon the shares of ~~which~~common stock of the Company are ~~filed~~expected asto ~~Exhibits~~begin ~~10.1~~trading ~~and~~on 10a split-adjusted basis.2, ~~respectively~~In connection with the Reverse Stock Split, tothe ~~this~~Company’s shares ~~Current~~of ~~Report~~common stock will continue to trade on ~~Form~~the ~~8-K~~Nasdaq ~~and~~under ~~incorporated by~~the ~~reference~~symbol ~~herein~~“CETY” but will trade under a new CUSIP Number, 18452H305.

~~Item~~Split 2Adjustment; No Fractional Shares.~~03.~~ ~~Creation~~The total number of ashares ~~Direct~~of ~~Financial~~the ~~Obligation~~Company’s orcommon anstock ~~Obligation~~held ~~under~~by aneach ~~Off-Balance~~shareholder ~~Sheet~~will be ~~Arrangement~~converted automatically into the number of awhole ~~Registrant~~shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 15.

~~The~~No ~~disclosure~~fractional ~~provided~~shares ~~above~~will inbe ~~Item~~issued, 1and no cash or other consideration will be paid.01 ~~above~~Instead, isthe ~~incorporated~~Company bywill ~~reference~~issue ~~into~~one ~~this~~whole ~~Item~~share 2of the post-Reverse Stock Split common stock to a shareholder who otherwise would have received a fractional share as a result of the Reverse Stock Split (with rounding up for beneficial shareholders at the Depository Trust Company on a participant basis).~~03.~~

~~Item~~Non-Certificated 3Shares; Certificated Shares.~~02.~~ ~~Unregistered~~Stockholders ~~Sales~~who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of ~~Equity~~the ~~Securities~~Reverse Stock Split will automatically be reflected in their brokerage accounts.

~~The~~Stockholders ~~disclosure~~holding ~~provided~~paper ~~above~~certificates inmay ~~Item~~(but ~~1.01~~are ~~above~~not isrequired ~~incorporated~~to) bysend ~~reference~~the ~~into~~certificates ~~this~~to ~~Item~~the ~~3.02.~~Company’s ~~The~~transfer ~~Note~~agent ~~and~~at ~~Shares~~the ~~were~~address ~~sold in reliance~~given onbelow. ~~the~~The ~~exemption~~transfer ~~from~~agent ~~registration~~will ~~provided~~issue bya ~~Section~~new ~~4(a)(2)~~share ofcertificate reflecting the ~~Securities~~terms ~~Act~~ of ~~1933, as amended, as there was no general solicitation, and~~ the ~~issuances~~Reverse ~~did~~Stock ~~not~~Split ~~involve~~to aeach ~~public~~requesting ~~offering~~shareholder.

Colonial Stock Transfer Co., Inc.

7840 S 700 E

Sandy, UT 84070

Please contact Colonial Stock Transfer Co., Inc. for further information, related costs and procedures before sending any certificates.

State Filing. The Reverse Stock Split was effected by the Company filing a Certificate of Change (the “Certificate”) pursuant to Section 78.209 of the Nevada Revised Statutes (“NRS”), with the Secretary of State of the State of Nevada, which was processed by the State of Nevada on or about September 26, 2025. A copy of the Certificate is attached hereto as Exhibit 3.1 and incorporated herein by reference.

No Stockholder Approval Required. Under Nevada law, because the Reverse Stock Split was approved by the Board of Directors of the Company in accordance with NRS Section 78.207 of the NRS, no shareholder approval was required. Section 78.207 provides that the Reverse Stock Split may be implemented by a resolution adopted by the Board of Directors of the Company, without shareholder approval, if (i) both the number of authorized shares of common stock and the number of outstanding shares of common stock are proportionally reduced as a result of the Reverse Stock Split; (ii) the Reverse Stock Split does not adversely affect any other class of stock of the Company; and (iii) the Company does not pay money or issue scrip to shareholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split. As described herein, the Company has complied with these requirements.

Capitalization. Prior to the Effective Date of the Certificate, the Company was authorized to issue 2,000,000,000 shares of common stock. As a result of the Reverse Stock Split, the Company is authorized to issue 133,333,333 shares of common stock (the Company’s authorized shares of common stock were reduced in the same ratio (1-for-15) as its outstanding common stock was reduced). As of September 22, 2025 (prior to the Effective Date), there were 69,726,161 shares of common stock outstanding. As a result of the Reverse Stock Split, there are expected to be approximately 4,648,521 shares of common stock outstanding (subject to adjustment due to the effect of rounding fractional shares into whole shares). The Reverse Stock Split will not have any effect on the stated par value of the common stock.

The Reverse Stock Split does not affect the Company’s authorized preferred stock. After the Reverse Stock Split, the Company’s authorized preferred Stock of 20,000,000 shares will remain unchanged. Additionally, the Reverse Stock Split will not affect the par value of the preferred stock.

Each shareholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares. The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Stock Split.

All options, warrants and convertible securities of the Company outstanding immediately prior to the Reverse Stock Split (to the extent they do not provide otherwise) will be appropriately adjusted by dividing the number of shares of common stock into which the options, warrants and convertible securities are exercisable or convertible by 15 and multiplying the exercise or conversion price thereof by 15, as a result of the Reverse Stock Split.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information required by this Item 5.03 is set forth in Item 3.03 above, which information is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated August 15, 2025, entered into between the Company and Mast Hill *
3.1		Certificate of Change
10.2		Promissory Note, dated August 15, 2025, by the Company to Mast Hill *
104		Cover Page Interactive Data File (embedded within Inline XBRL document)
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

* Filed herewith.3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.

	CLEAN ENERGY TECHNOLOGIES, INC.
	CLEAN ENERGY TECHNOLOGY, INC.
Dated: August 18, 2025	By:	/s/ Kambiz Mahdi
Dated: September 30, 2025	By:	/s/ Kambiz Mahdi
		Kambiz Mahdi
		Chief Executive Officer

Filing Compare · Clean Energy Technologies, Inc.