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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
(Amendment
No. 1)
(Mark
One)
| ☒ |
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year ended: December 31, 2025
| ☐ |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the transition period from _______________________ to ____________________________________
Commission
File Number: 001-41654
CLEAN
ENERGY TECHNOLOGIES, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
20-2675800 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(I.R.S.
Employer
Identification
No.) |
1340
Reynolds Avenue Unit 120, Irvine, California 92614
(Address
of principal executive offices)
(949)
273-4990
(Registrant’s
telephone number)
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 |
Securities
registered pursuant to Section 12(g) of the Act:
None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
☐
Yes ☒ No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
☐
Yes ☒ No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
☐
Yes ☒ No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
☐
Yes ☒ No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Yes ☒ No
The
aggregate market value of common stock held by non-affiliates of the registrant as of June 30, 2025, was $9,209,821, based upon 2,454,120
shares held by non-affiliates and a closing price of $3.7528 per share on that date.
The
number of shares of common stock outstanding on June 4, 2026, was 12,166,106 shares.
DOCUMENTS
INCORPORATED BY REFERENCE
The
Annual Report on Form 10-K filed by Clean Energy Technologies, Inc., filed with the United States Securities and Exchange Commission
on June 5, 2026, is hereby incorporated by reference in its entirety (including into Parts I, II, and III).
EXPLANATORY
NOTE
Clean
Energy Technologies, Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-K/A for the year ended
December 31, 2025, solely to file the Company’s Clawback Policy adopted by the Company’s Board of Directors on or about April
15, 2025, as Exhibit 97.1, and update the Exhibit Index. No other changes have been made to the Company’s Annual Report on Form
10-K that was originally filed with the United States Securities and Exchange Commission on June 5, 2026 (the “Original 10-K”),
and the Original 10-K is incorporated by reference herein.
Item
15. Exhibits, Financial Statement Schedules.
(a)(3)
Exhibits:
The
exhibits listed on the Exhibit Index (following the signatures section of this report) are included, or incorporated by reference, in
this annual report.
(b)
Exhibits:
See
Item 15(a)(3) above.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| REGISTRANT |
|
| |
|
|
| CLEAN
ENERGY TECHNOLOGIES, INC. |
|
| |
|
|
| By: |
/s/
Kambiz Mahdi |
|
| |
Kambiz
Mahdi |
|
| |
Chief
Executive Officer |
|
| |
|
|
| Date:
June 30, 2026 |
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
| Signature |
|
Title |
| |
|
|
|
| /s/
Kambiz Mahdi |
|
Chief
Executive Officer and Director |
| By: |
Kambiz
Mahdi |
|
(principal
executive officer) |
| Date: |
June
30, 2026 |
|
|
| |
|
|
|
| /s/
Calvin Pang |
|
Chief
Financial Officer and Director |
| By: |
Calvin
Pang |
|
(principal
financial and accounting officer) |
| Date: |
June
30, 2026 |
|
|
| |
|
|
|
| /s/
Ted Hsu |
|
Director |
| By: |
Ted
Hsu |
|
|
| Date: |
June
30, 2026 |
|
|
| |
|
|
|
| /s/
Lauren Morrison |
|
Director |
| By: |
Lauren
Morrison |
|
|
| Date: |
June
30, 2026 |
|
|
| |
|
|
|
| /s/
Xiaotian Xiao |
|
Director |
| By: |
Xiaotian
Xiao |
|
|
| Date: |
June
30, 2026 |
|
|
EXHIBIT
INDEX
EXHIBIT
NUMBER |
|
DESCRIPTION |
| 3.1 |
|
Articles of Incorporation (included as Exhibit 3.1 to the Form SB-2/A filed on June 10, 2005). |
| |
|
|
| 3.2 |
|
Certificate of Amendment of Articles of Incorporation, dated November 13, 2015, filed with the Nevada Secretary of State (included as Exhibit 3.1 to our Current Report on Form 8-K filed January 12, 2016). |
| |
|
|
| 3.3 |
|
Amended and Restated Articles dated June 30, 2016, filed with the Nevada Secretary of State (included as Exhibit 3.1 to our Current Report on Form 8-K dated July 6, 2016). |
| |
|
|
| 3.4 |
|
Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on August 23, 2017 (included as Exhibit 10.01 to the Form 8-K filed on August 28, 2017). |
| |
|
|
| 3.5 |
|
Form of Certificate of Amendment of Articles of Incorporation filed with the Nevada Secretary of State on July 26, 2019 (included as Appendix A to the Definitive Schedule 14C filed on June 3, 2019) |
| |
|
|
| 3.6 |
|
Amended Bylaws (included as Exhibit 3.03 to our Current Report on Form 8-K dated February 15, 2018) |
| |
|
|
| 3.7 |
|
Amendment to Articles of Incorporation of filed with the Secretary of State of the State of Nevada on January 9, 2023 (effective as of January 9, 2023) (included as Exhibit 3.7 to the Form 8-K filed on January 19, 2023) |
| |
|
|
| 3.8 |
|
Amended and Restated Bylaws (included as Exhibit 3.8 to the Form S-1/A filed on January 31, 2023). |
| |
|
|
| 4.1 |
|
Voting Agreement, dated February 13, 2018, by and among, the Corporation, ETI IV, Kambiz Mahdi, John Bennett and The Kambiz & Bahareh Mahdi Living Trust (included as Exhibit 4.04 to the Form 8-K filed on February 15, 2018 ). |
| |
|
|
| 10.1 |
|
Translated Form of Strategic Cooperation Framework Agreement between Shenzhen Gas between Shenzhen Gas (Hong Kong) International Co., Limited and Leading Wave Limited, dated August 20, 2021 (included as Exhibit 10.136 to Form 10-K filed on April 15, 2022). |
| |
|
|
| 10.2 |
|
Translated Form of 12% Convertible Promissory Note of Chengdu Rongjun Enterprise Consulting Co., Ltd to Jiangsu Huanya Jieneng New Energy Co., Ltd. Yuan 5,000,000 (included as Exhibit 10.137 to the Form 10-K filed on April 15, 2022). |
| |
|
|
| 10.3 |
|
Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. dated May 6, 2022 (included as Exhibit 10.138 to the Form 8-K filed on May 9, 2022). |
| |
|
|
| 10.4 |
|
Form of $750,000 Convertible Promissory Note dated May 6, 2022 (included as Exhibit 10.139 to the Form 8-K filed on May 9, 2022). |
| |
|
|
| 10.5 |
|
Form of Jefferson Warrant (included as Exhibit 10.144 of the Company on Form 8-K filed on August 16, 2022). |
| |
|
|
| 10.6 |
|
Form of $750,000 Convertible Promissory Note dated August 17, 2022 (included as Exhibit 10.145 of the Company on Form 8-K filed on August 26, 2022). |
| |
|
|
| 10.7 |
|
Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. dated September 16, 2022 (included as Exhibit 10.151 of the Company on Form 8-K filed on September 23, 2022). |
| 10.8 |
|
Form of $300,000 Convertible Promissory Note dated September 23, 2022 (included as Exhibit 10.152 to the Form 8-K filed on September 23, 2022). |
| |
|
|
| 10.9 |
|
Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. dated October 25, 2022 (included as Exhibit 10.154 of the Company on Form 8-K filed on October 28, 2022). |
| |
|
|
| 10.10 |
|
Form of Promissory Note dated October 25, 2022 (included as Exhibit 10.155 of the Company on Form 8-K filed on October 28, 2022). |
| |
|
|
| 10.11 |
|
Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. dated November 10, 2022 (included as Exhibit 10.157 of the Company on Form 8-K filed on November 22, 2022). |
| |
|
|
| 10.12 |
|
Form of Promissory Note dated November 10, 2022 (included as Exhibit 10.158 of the Company on Form 8-K filed on November 22, 2022). |
| |
|
|
| 10.13 |
|
Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and 1800 Diagonal Lending, LLC dated December 5, 2022 (included as Exhibit 10.160 of the Company on Form 8-K filed on December 12, 2022). |
| |
|
|
| 10.14 |
|
Form of Promissory Note dated December 5, 2022 (included as Exhibit 10.161 of the Company on Form 8-K filed on December 12, 2022). |
| |
|
|
| 10.15 |
|
Form of Operating Agreement between CETY Capital LLC and Synergy Bioproducts Corporation, dated December 14, 2022 (included as Exhibit 10.162 of the Company on Form 8-K filed on December 15, 2022). |
| |
|
|
| 10.16 |
|
Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. dated December 26, 2022 (included as Exhibit 10.163 of the Company on Form 8-K filed on January 3, 2023). |
| |
|
|
| 10.17 |
|
Form of $123,000 Convertible Promissory Note dated December 26, 2022 (included as Exhibit 10.164 of the Company on Form 8-K filed on January 3, 2023). |
| |
|
|
| 10.18 |
|
Translated Form of Concerted Action Agreement between Jiangsu Huanya New Energy Co., Ltd., Sichuan Shunengwei Energy Technology Limited, and Chengdu Xiangyueheng Enterprise Management Co., Ltd., dated January 1, 2023 (included as Exhibit 10.18 on Form S-3/A filed on May 10, 2024). |
| |
|
|
| 10.19 |
|
Translated Form of Agreement on the Termination of the Concerted Action Agreement between Jiangsu Huanya Jieneng New Energy Co., Ltd., Sichuan Shunengwei Energy Technology Limited, and Chengdu Xiangyueheng Enterprise Management Co., Ltd., dated January 1, 2024 (included as Exhibit 10.19 on Form S-3/A filed on May 10, 2024). |
| |
|
|
| 10.20 |
|
Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. dated January 19, 2023 (included as Exhibit 10.166 of the Company on Form 8-K filed on January 25, 2023). |
| |
|
|
| 10.21 |
|
Form of $187,000 Convertible Promissory Note dated January 19, 2023 (included as Exhibit 10.167 of the Company on Form 8-K filed on January 25, 2023). |
| |
|
|
| 10.22 |
|
Form of Calvin Pang Employment Agreement (included as Exhibit 10.169 of the Company on Form S-1/A filed on February 14, 2023). |
| 10.23 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and 1800 Diagonal Lending LLC, dated February 10, 2023 (included as Exhibit 10.170 of the Company on Form S-1/A filed on March 2, 2023). |
| |
|
|
| 10.24 |
|
Form of $258,521 Promissory Note of Clean Energy Technologies to 1800 Diagonal Lending LLC, February 10, 2023 (included as Exhibit 10.171 of the Company on Form S-1/A filed on March 2, 2023). |
| |
|
|
| 10.25 |
|
Form of Master Services Agreement between RPG Global LLC and Clean Energy Technologies, Inc. (included as Exhibit 10.172 of the Company on Form S-1/A filed on March 2, 2023). |
| |
|
|
| 10.26 |
|
Form of Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. dated March 8, 2023 (included as Exhibit 10.173 of the Company on Form 8-K filed on March 15, 2023). |
| |
|
|
| 10.27 |
|
Form of $734,000 Convertible Promissory Note dated March 8, 2023 (included as Exhibit 10.174 of the Company on Form 8-K filed on March 15, 2023). |
| |
|
|
| 10.28 |
|
Form of Warrant (included as Exhibit 10.175 of the Company on Form 8-K filed on March 15, 2023) |
| |
|
|
| 10.29 |
|
Form of $135,005 Promissory Note of Clean Energy Technologies to 1800 Diagonal Lending LLC, March 6, 2023 (included as Exhibit 10.176 to Form S-1 filed on March 20, 2023) |
| |
|
|
| 10.30 |
|
Form of Securities Purchase Agreement, dated as of March 6, 2023 between Clean Energy Technologies, Inc. and 1800 Diagonal Lending LLC (included as Exhibit 10.177 to Form S-1 filed on March 20, 2023). |
| |
|
|
| 10.31 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. dated July 18, 2023 (included as Exhibit 10.1 to Form 8-K filed on July 21, 2023). |
| |
|
|
| 10.32 |
|
Convertible Promissory Note dated July 18, 2023 (included as Exhibit 10.2 to Form 8-K filed on July 21, 2023). |
| |
|
|
| 10.33 |
|
Exchange Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P., dated November 8, 2023 (included as Exhibit 10.1 to Form 8-K filed on November 15, 2023) |
| |
|
|
| 10.34 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and 1800 Diagonal Lending LLC dated December 21, 2023 (included as Exhibit 10.1 to Form 8-K filed on December 27, 2023) |
| |
|
|
| 10.35 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and FirstFire Global Opportunities Fund, LLC, dated January 3, 2024 (included as Exhibit 10.1 to Form 8-K filed on January 8, 2024) |
| |
|
|
| 10.36 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and Coventry Enterprises LLC, dated February 2, 2024 (included as Exhibit 10.1 to Form 8-K filed on February 7, 2024). |
| |
|
|
| 10.37 |
|
Convertible Promissory Note, dated February 2, 2024 (included as Exhibit 10.2 to Form 8-K filed on February 7, 2024) |
| |
|
|
| 10.38 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and FirstFire Global Opportunities Fund, LLC, dated March 4, 2024 (included as Exhibit 10.1 to Form 8-K filed on March 7, 2024). |
| |
|
|
| 10.39 |
|
Convertible Promissory Note, dated March 4, 2024 (included as Exhibit 10.2 to Form 8-K filed on March 7, 2024). |
| 10.40 |
|
Form of Subscription Agreement between Clean Energy Technologies, Inc. and certain investors, dated March 15, 2024 (included as Exhibit 10.1 to Form 8-K filed on March 20, 2024). |
| |
|
|
| 10.41 |
|
Form of Subscription Agreement between Clean Energy Technologies, Inc. and certain investors, dated June 18, 2024 (included as Exhibit 10.1 to Form 8-K filed on June 24, 2024). |
| |
|
|
| 10.42 |
|
Form of Loan Agreement between Vermont Renewable Gas LLC, FPM Development LLC and Evergreen Credit Facility I LLP, dated June 21, 2024 (included as Exhibit 10.1 to Form 8-K filed on June 26, 2024). |
| |
|
|
| 10.43 |
|
Form of Corporate Guarantee between Clean Energy Technologies, Inc., FPM Development LLC and Evergreen Credit Facility I LLP, dated June 21, 2024 (included as Exhibit 10.2 to Form 8-K filed on June 26, 2024). |
| |
|
|
| 10.44 |
|
Form of Right to Conversion Agreement between Clean Energy Technologies, Inc., FPM Development LLC and Evergreen Credit Facility I LLP, dated June 21, 2024 (included as Exhibit 10.3 to Form 8-K filed on June 26, 2024). |
| |
|
|
| 10.45 |
|
Form of Right to Conversion Agreement between Clean Energy Technologies, Inc. and AMEC Business Advisory Pte. Ltd., dated June 21, 2024 (included as Exhibit 10.4 to Form 8-K filed on June 26, 2024). |
| |
|
|
| 10.46 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and 1800 Diagonal Lending LLC, dated August 22, 2024 (included as Exhibit 10.1 to Form 8-K filed on August 27, 2024). |
| |
|
|
| 10.47 |
|
Convertible Promissory Note, dated August 22, 2024 (included as Exhibit 10.2 to Form 8-K filed on August 27, 2024). |
| |
|
|
| 10.48 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and Coventry Enterprises LLC, dated September 2, 2024 (included as Exhibit 10.1 to Form 8-K filed on September 6, 2024). |
| |
|
|
| 10.49 |
|
Convertible Promissory Note, dated September 2, 2024 (included as Exhibit 10.2 to Form 8-K filed on September 6, 2024). |
| |
|
|
| 10.50 |
|
Form of Amendment #1 to Note, entered into on September 10, 2024, between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. (included as Exhibit 10.1 to Form 8-K filed on September 13, 2024). |
| |
|
|
| 10.51 |
|
Form of Securities Purchase Agreement, entered into on September 10, 2024, between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. (included as Exhibit 10.2 to Form 8-K filed on September 13, 2024). |
| |
|
|
| 10.52 |
|
Form of the Convertible Promissory Note, entered into on September 10, 2024, between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. (included as Exhibit 10.3 to Form 8-K filed on September 13, 2024). |
| |
|
|
| 10.53 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and 1800 Diagonal Lending LLC, dated September 30, 2024 (included as Exhibit 10.1 to Form 8-K filed on October 3, 2024). |
| |
|
|
| 10.54 |
|
Convertible Promissory Note, dated September 30, 2024 (included as Exhibit 10.2 to Form 8-K filed on October 3, 2024). |
| |
|
|
| 10.55 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and 1800 Diagonal Lending LLC, dated October 15, 2024 (included as Exhibit 10.1 to Form 8-K filed on October 18, 2024). |
| 10.56 |
|
Convertible Promissory Note, dated October 15, 2024 (included as Exhibit 10.2 to Form 8-K filed on October 18, 2024). |
| |
|
|
| 10.57 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and Coventry Enterprises LLC, dated November 8, 2024 (included as Exhibit 10.1 to Form 8-K filed on November 14, 2024). |
| |
|
|
| 10.58 |
|
Convertible Promissory Note, dated November 8, 2024 (included as Exhibit 10.2 to Form 8-K filed on November 14, 2024). |
| |
|
|
| 10.59 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and Lucas Ventures, LLC, dated November 29, 2024 (included as Exhibit 10.1 to Form 8-K filed on December 4, 2024). |
| |
|
|
| 10.60 |
|
Convertible Promissory Note, dated November 29, 2024 (included as Exhibit 10.2 to Form 8-K filed on December 4, 2024). |
| |
|
|
| 10.61 |
|
Equity Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P., dated December 5, 2024 (included as Exhibit 10.1 to Form 8-K filed on December 11, 2024). |
| |
|
|
| 10.62 |
|
Common Stock Purchase Warrant, dated December 5, 2024, by Clean Energy Technologies, Inc. to Mast Hill Fund, L.P. (included as Exhibit 10.2 to Form 8-K filed on December 11, 2024). |
| |
|
|
| 10.63 |
|
Registration Rights Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P., dated December 5, 2024 (included as Exhibit 10.3 to Form 8-K filed on December 11, 2024). |
| |
|
|
| 10.64 |
|
Amendment #2 to Note, entered into on December 11, 2024, between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P. (included as Exhibit 10.3 to Form 8-K filed on December 16, 2024). |
| |
|
|
| 10.65 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and 1800 Diagonal Lending LLC, dated December 12, 2024 (included as Exhibit 10.1 to Form 8-K filed on December 16, 2024). |
| |
|
|
| 10.66 |
|
Convertible Promissory Note, dated December 12, 2024 (included as Exhibit 10.2 to Form 8-K filed on December 16, 2024). |
| |
|
|
| 10.67 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P., dated January 16, 2025 (included as Exhibit 10.1 to Form 8-K filed on January 22, 2025). |
| |
|
|
| 10.68 |
|
Convertible Promissory Note, dated January 16, 2025 (included as Exhibit 10.2 to Form 8-K filed on January 22, 2025). |
| |
|
|
| 10.69 |
|
Common Stock Purchase Warrant, dated January 16, 2025, by Clean Energy Technologies, Inc. to Mast Hill Fund, L.P. (included as Exhibit 10.3 to Form 8-K filed on January 22, 2025). |
| |
|
|
| 10.70 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and Mast Hill Fund, L.P., dated February 27, 2025 (included as Exhibit 10.1 to Form 8-K filed on March 4, 2025). |
| |
|
|
| 10.71 |
|
Convertible Promissory Note, dated February 27, 2025 (included as Exhibit 10.2 to Form 8-K filed on March 4, 2025). |
| |
|
|
| 10.72 |
|
Common Stock Purchase Warrant, dated February 27, 2025, by Clean Energy Technologies, Inc. to Mast Hill Fund, L.P. (included as Exhibit 10.3 to Form 8-K filed on March 4, 2025). |
| |
|
|
| 10.73 |
|
Amendment to Promissory Note, dated December 23, 2024, by Clean Energy Technologies, Inc. and Coventry Enterprises LLC (included as Exhibit 10.73 to Form S-3/A filed on March 13, 2025) |
| |
|
|
| 10.74 |
|
Securities Purchase Agreement between Clean Energy Technologies, Inc. and Pacific Pier Capital II, LLC, dated April 4, 2025 (included as Exhibit 10.1 to Form 8-K filed on April 10, 2025). |
| 10.75 |
|
Promissory Note, dated April 4, 2025 (included as Exhibit 10.2 to Form 8-K filed on April 10, 2025). |
| |
|
|
| 10.76 |
|
Securities Purchase Agreement, dated April 22, 2025, between Clean Energy Technologies, Inc. and Pacific Pier Capital II, LLC (included as Exhibit 10.1 to Form 8-K filed on April 24, 2025). |
| |
|
|
| 10.77 |
|
Promissory Note, dated April 22, 2025 (included as Exhibit 10.2 to Form 8-K filed on April 24, 2025). |
| |
|
|
| 10.78 |
|
Form of Subscription Agreement dated May 6, 2025 (included as Exhibit 10.1 to Form 8-K filed on May 7, 2025). |
| |
|
|
| 10.79 |
|
Securities Purchase Agreement, dated May 8, 2025, between Clean Energy Technologies, Inc. and 1800 Diagonal Lending LLC (included as Exhibit 10.1 to Form 8-K filed on May 12, 2025). |
| |
|
|
| 10.80 |
|
Promissory Note, dated May 8, 2025 (included as Exhibit 10.2 to Form 8-K filed on May 12, 2025). |
| |
|
|
| 10.81 |
|
Securities Purchase Agreement, dated May 19, 2025, entered into between the Company and Lucas Ventures, LLC (included as Exhibit 10.1 to Form 8-K filed on May 22, 2025). |
| |
|
|
| 10.82 |
|
Convertible Promissory Note, dated May 19, 2025, issued by the Company to Lucas Ventures, LLC (included as Exhibit 10.2 to Form 8-K filed on May 22, 2025). |
| |
|
|
| 10.83 |
|
Securities Purchase Agreement, dated June 3, 2025, entered into between the Company and Mast Hill Fund, L.P. (included as Exhibit 10.1 to Form 8-K filed on June 5, 2025). |
| |
|
|
| 10.84 |
|
Convertible Promissory Note, dated June 3, 2025, issued by the Company to Mast Hill Fund, L.P. (included as Exhibit 10.2 to Form 8-K filed on June 5, 2025). |
| |
|
|
| 10.85 |
|
Securities Purchase Agreement, dated July 18, 2025, entered into between the Company and Firstfire Global Opportunities Fund, LLC (included as Exhibit 10.1 to Form 8-K filed on July 23, 2025). |
| |
|
|
| 10.86 |
|
Senior Promissory Note, dated July 18, 2025, issued by the Company to Firstfire Global Opportunities Fund, LLC (included as Exhibit 10.2 to Form 8-K filed on July 23, 2025). |
| |
|
|
| 10.87 |
|
Consulting
Agreement by and between Herbert YF Global Holding Limited and Linkage International Limited, dated July 1, 2025 (included as
Exhibit 10.87 to Form 10-Q filed on November 19, 2025). |
| |
|
|
| 10.88 |
|
Amendment
No. 1 to Consulting Agreement by and between Herbert YF Global Holding Limited and Linkage International Limited, dated November 17,
2025 (included as Exhibit 10.88 to Form 10-Q filed on November 19, 2025). |
| |
|
|
| 10.89 |
|
Form of Subscription Agreement dated December 24, 2025 (included as Exhibit 10.1 to Form 8-K filed on December 30, 2025). |
| |
|
|
| 10.90 |
|
Note Purchase Agreement, dated January 12, 2026, by and between Clean Energy Technologies, Inc., Filled Converge Limited, and Li Xiaoguang (included as Exhibit 10.1 to Form 8-K filed on January 16, 2026). |
| |
|
|
| 10.91 |
|
Securities Purchase Agreement, dated March 4, 2026, entered into between the Company and 1800 Diagonal Lending LLC (included as Exhibit 10.1 to Form 8-K filed on March 10, 2026). |
| |
|
|
| 10.92 |
|
Promissory Note, dated March 4, 2026, issued by the Company to 1800 Diagonal Lending LLC (included as Exhibit 10.2 to Form 8-K filed on March 10, 2026). |
| |
|
|
| 10.93 |
|
Securities Purchase Agreement, dated March 6, 2026, entered into between the Company and Mega Sincere Holdings Limited (included as Exhibit 10.3 to Form 8-K filed on March 10, 2026). |
| 10.94 |
|
Promissory Note, dated March 6, 2026, issued by the Company to Mega Sincere Holdings Limited (included as Exhibit 10.4 to Form 8-K filed on March 10, 2026). |
| |
|
|
| 10.95 |
|
Securities Purchase Agreement, dated March 6, 2026, entered into between the Company and Noblebear Investment Holdings LLC (included as Exhibit 10.5 to Form 8-K filed on March 10, 2026). |
| |
|
|
| 10.96 |
|
Promissory Note, dated March 6, 2026, issued by the Company to Noblebear Investment Holdings LLC (included as Exhibit 10.6 to Form 8-K filed on March 10, 2026). |
| |
|
|
| 10.97 |
|
Securities Purchase Agreement, dated April 20, 2026, entered into between the Company and Pacific Pier Capital II, LP (included as Exhibit 10.1 to Form 8-K filed on April 28, 2026). |
| |
|
|
| 10.98 |
|
Promissory Note, dated April 20, 2026, issued by the Company to Pacific Pier Capital II, LP (included as Exhibit 10.2 to Form 8-K filed on April 28, 2026). |
| |
|
|
| 10.99 |
|
Subordinated Business Loan and Security Agreement, dated May 27, 2026, entered into between the Company and Agile Capital Funding, LLC (included as Exhibit 10.1 to Form 8-K filed on June 8, 2026). |
| |
|
|
| 14.1 |
|
Code of Ethics (included as Exhibit 14.1 to the Form 10-KSB filed on April 17, 2006). |
| |
|
|
| 14.2 |
|
Amended and Restated Code of Business Conduct and Ethics, adopted September 23, 2011 (included as Exhibit 14.1 to the Form 8-K filed on September 29, 2011). |
| |
|
|
| 21.1 |
|
List of subsidiaries of the Company (included as Exhibit 21.1 to Form 10-K filed on April 17, 2023). |
| |
|
|
| 31.1*
|
|
Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 31.2*
|
|
Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 32.1*
|
|
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 32.2* |
|
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
|
|
| 97.1 |
|
Clawback Policy (included as Exhibit 97.1 to Form 10-K/A filed on April 15, 2025). |
| |
|
|
| 101.INS*
|
|
Inline
XBRL Instance Document |
| |
|
|
| 101.SCH*
|
|
Inline
XBRL Taxonomy Extension Schema Document |
| |
|
|
| 101.CAL*
|
|
Inline
XBRL Taxonomy Extension Calculation Linkbase Document |
| |
|
|
| 101.LAB*
|
|
Inline
XBRL Taxonomy Extension Label Linkbase Document |
| |
|
|
| 101.PRE*
|
|
Inline
XBRL Taxonomy Extension Presentation Linkbase Document |
| |
|
|
| 101.DEF*
|
|
Inline
XBRL Taxonomy Extension Definition Linkbase Document |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
*
Filed herewith
Exhibit
31.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
I,
Kambiz Mahdi, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A of Clean Energy Technologies, Inc. for the period ended December 31, 2025;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
| |
CLEAN
ENERGY TECHNOLOGIES, INC. |
| |
|
|
| Date:
June 30, 2026 |
By: |
/s/
KAMBIZ MAHDI |
| |
|
Kambiz
Mahdi |
| |
|
Chief
Executive Officer |
Exhibit
31.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
Pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002
I,
Calvin Pang, certify that:
1.
I have reviewed this Annual Report on Form 10-K/A of Clean Energy Technologies, Inc. for the period ended December 31, 2025.
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,
or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing
the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
| |
CLEAN
ENERGY TECHNOLOGIES, INC. |
| |
|
|
| Date:
June 30, 2026 |
By: |
/s/
CALVIN PANG |
| |
|
Calvin
Pang |
| |
|
Chief
Financial Officer |
EXHIBIT
32.1
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant
to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Clean Energy Technologies,
Inc. (the “Company”) hereby certifies, to his knowledge, that:
(i)
the accompanying Annual Report on Form 10-K/A of the Company for the year ended December 31, 2025 (the “Report”) fully complies
with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
| |
CLEAN
ENERGY TECHNOLOGIES, INC. |
| |
|
|
| Date:
June 30, 2026 |
By: |
/s/
Kambiz Mahdi |
| |
|
Kambiz
Mahdi |
| |
|
Chief
Executive Officer |
EXHIBIT
32.2
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
Pursuant
to 18 U.S.C. § 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Clean Energy Technologies,
Inc. (the “Company”) hereby certifies, to his knowledge, that:
(i)
the accompanying Annual Report on Form 10-K/A of the Company for the year ended December 31, 2025 (the “Report”) fully complies
with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(ii)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations
of the Company.
| |
CLEAN
ENERGY TECHNOLOGIES, INC. |
| |
|
|
| Date:
June 30, 2026 |
By: |
/s/
Calvin Pang |
| |
|
Calvin
Pang |
| |
|
Chief
Financial Officer |
