8-K: Clean Energy Technologies Issues Shares to Convert Debt

Clean Energy Technologies, Inc. announced the issuance of over 2.2 million common shares to convert convertible notes and exercise warrants held by Mast Hill Fund, L.P. and Pacific Pier Capital II, LLC.

Summary

• Clean Energy Technologies, Inc. (CETY) issued a total of 2,278,182 shares of common stock through a series of transactions between November 21, 2025, and December 1, 2025.
• Mast Hill Fund, L.P. received 152,000 shares on November 21, 2025, for the conversion of $150,950.59 in principal, interest, and fees from a convertible promissory note dated February 27, 2025.
• Pacific Pier Capital II, LLC received 75,132 shares on November 25, 2025, for the conversion of $72,164.29 in principal, interest, and fees from a convertible promissory note dated April 4, 2025.
• Mast Hill Fund, L.P. received an additional 252,884 shares on November 25, 2025, for the conversion of $242,890.02 in principal, interest, and fees from a convertible promissory note dated February 27, 2025.
• Mast Hill Fund, L.P. received 90,773 shares on November 25, 2025, for the conversion of $87,185.92 in principal, interest, and fees from a convertible promissory note dated February 27, 2025.
• Mast Hill Fund, L.P. received 1,264,420 shares on November 26, 2025, pursuant to the exercise of warrants issued on January 16, 2025.
• Mast Hill Fund, L.P. received 195,867 shares on December 1, 2025, pursuant to the exercise of warrants issued on January 16, 2025.
• Pacific Pier Capital II, LLC received 106,097 shares on December 1, 2025, for the conversion of $101,904.82 in principal, interest, and fees from a convertible promissory note dated April 4, 2025.
• Mast Hill Fund, L.P. received 141,009 shares on December 1, 2025, pursuant to the exercise of warrants issued on February 28, 2025.
• The shares were issued under the exemption from registration requirements of the Securities Act of 1933, Section 3(a)(9), as they were for conversion of notes or cashless exercise of warrants without additional consideration or solicitation remuneration.

Sentiment

Score: 4

Explanation: While the conversion of debt to equity reduces liabilities, the significant dilution for existing shareholders without new cash inflow is generally viewed with caution by the market. The overall sentiment is slightly negative due to the dilution impact.

Positives

• The company reduced its outstanding debt by converting $655,095.64 in principal, interest, and fees from convertible promissory notes into equity.

Negatives

• The issuance of 2,278,182 new common shares results in significant dilution for existing shareholders.

Risks

• Shareholder dilution due to the issuance of over 2.2 million new common shares.
• Potential downward pressure on the stock price as a result of the increased share count.

Future Outlook

No specific forward-looking statements or guidance were provided in this filing.

Industry Context

This announcement is specific to the company's capital structure management and does not directly relate to broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders will experience dilution of their ownership percentage due to the issuance of over 2.2 million new common shares.

Key Dates

Recommendation

The conversion of debt to equity reduces the company's liabilities but significantly dilutes existing shareholders. Without additional information on the company's operational performance or the conversion price relative to market price, the immediate impact is mixed. Investors should monitor future financial reports for operational improvements that justify the increased share count and assess the long-term implications of this dilution.

Keywords

Clean Energy Technologies, CETY, equity issuance, convertible notes, warrants, debt conversion, stock dilution, SEC filing, 8-K