What changed in this filing

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Item 9A. Controls and Procedures

2026-06-05 compared with 2025-04-14 · 76 added, 68 removed, 820 unchanged (15% of the section changed)

19 unchanged sentences

of Sponsoring Organizations of the Treadway Commission, or COSO.

on our evaluation under the 2013 Internal Control-Integrated Framework, our chief executive officer and chief financial officer concluded

that our internal control over financial reporting was not effective as of December 31, 2024.

a lack of sufficient in-house qualified accounting staff;

inadequate controls and segregation of duties due to limited resources and number of employees;

material purchase price allocation of Shuya transactions which are heavily dependent upon the use of estimates and assumptions and

require us using consultants.

mitigate the items identified in the assessment, we rely heavily on direct management oversight of transactions, along with the use of

legal and accounting professionals/consultants.

As we grow, we expect to increase the number of employees, which would enable us to implement

adequate segregation of duties within the internal control framework.

Based on our evaluation under the 2013 Internal Control—Integrated

Framework, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was not

effective as of December 31, 2025.

The material weaknesses identified by management included:

Deficiencies in controls over financial reporting that resulted in the

restatement of previously issued financial statements.

Deficiencies in controls over revenue recognition and the application of

Deficiencies in controls over the accounting for complex financial instruments.

Deficiencies in controls over the valuation and collectability of certain receivables and other assets.

Deficiencies in controls over the financial statement close and review process.

During 2025 and in connection with the restatement process, management

performed additional reviews and analyses related to revenue recognition, receivables, complex financial instruments, and financial statement

Management also engaged external accounting advisors to assist in evaluating the appropriate accounting treatment for certain

transactions and in strengthening the financial reporting process.

Management continues to evaluate and implement additional remediation

measures designed to address the material weaknesses described above.

Consistent with the auditor’s letter, management is in the process

of evaluating and implementing changes in internal control to address these matters.

Changes in Internal Control over Financial Reporting

have been no other changes in our internal control over financial reporting that occurred during the period covered by this Annual

Report on Form 10-K for the year ended December 31, 2024, that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

During the preparation of the restated financial statements, management

performed additional reviews and analyses related to revenue recognition, accounts receivable, warrant accounting, and certain historical

accounting matters.

Management also worked with external accounting advisors and the Company’s independent registered public accounting

firm to evaluate the appropriate accounting treatment for these matters.

While these activities enhanced management’s review process,

they did not constitute a material change in the Company’s internal control over financial reporting during the period.

OTHER INFORMATION

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CEO, Director

are no family relationships among any of the directors or the executive officer.

are no family relationships among any of the directors or the executive officers.

Kambiz Mahdi, served as President and Chief Executive Officer of the Company from 1996 until December of 2005 and again from

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is related to any executive officer or any other nominee or director.

Diversity Matrix (As of December 31, 2024)

Gender Identity

Demographic Background

Attendance at Meetings of the Board of Directors

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without a meeting.

Each of our incumbent directors attended at least 75.0% of the aggregate total number of meetings of our Board

of Directors held during the period for which they served as a director.

Each of our incumbent directors attended at least 75.0% of the aggregate total number of meetings of our Board of

Directors held during the period for which they served as a director.

Attendance at Annual Meetings of the Shareholders

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that during the year ended December 31, 2025, our executive officers and directors and all persons who own more than ten percent of a

registered class of our equity securities complied with all Section 16(a) filing requirements, except that Xiaotian Xiao has not yet

filed a Form 3.

registered class of our equity securities complied with all Section 16(a) filing requirements.

Executive Compensation.

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for services rendered in all capacities during the noted periods.

No other executive officers received total annual salary and bonus

compensation in excess of $100,000.

Compensation Table

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All Other Compensation

Kambiz Mahdi (6)

Chief Executive Officer

Kambiz Mahdi (6) Chief Executive Officer

Calvin Pang (7) Chief Financial Officer

Lance Woolley(8)

Lance Woolley(8) Dir.

Of operations

Jamie Burrows(9)

Of manufacturing

Jamie Burrows(9) Dir.

Of operations

dollar value of salary (cash and non-cash) earned.

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for health insurance and $750.00 per month for a car allowance for Mr.

Mahdi, (ii) $316 per month for

health insurance and $350 per month for a car allowance for Mr.

Wooley, and (iii) $463 per month for health insurance and $110 per month for a phone allowance for Mr.

Mahdi, (ii) $316 per month for health insurance and $350 per

month for a car allowance for Mr.

Wooley, and (iii) $463 per month for health insurance and $110 per month for a phone allowance

or about October 18, 2018, we entered into an at-will employment agreement with Mr.

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The agreement may be terminated at any time.

Non-executive officer of the Company (disclosure for Mr.

Non-executive

officer of the Company (disclosure for Mr.

Wooley included per Item 402(a)(3)(iv) of Regulation S-K).

On or about March 30, 2023, we entered into an at-will employment with Mr.

On or about March 30, 2023,

we entered into an at-will employment with Mr.

Woolley as the director of operations, providing Mr.

Woolley an annual salary of $190,284.

Non-executive officer of the Company (disclosure for Mr.

Non-executive

officer of the Company (disclosure for Mr.

Burrows included per Item 402(a)(3)(iv) of Regulation S-K).

On or about December 17, 2015, we entered into an at-will employment

On or about December 17, 2015,

we entered into an at-will employment with Mr.

Burrows as the director of manufacturing, providing Mr.

Burrows an annual salary of

On or about August 29, 2022,

On or about August 29, 2022, Mr.

Burrows received a salary increase to $180,244.

Equity Awards at 2024 Fiscal Year-End

are no outstanding options or stock awards held by our named executive officers as of December 31, 2024.

are 9,421,047 outstanding options or stock awards held by our named executive officers as of December 31, 2025.

Employment Agreements

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cash bonus upon approval by the board of directors, and $750.00 per month for health insurance, and $750.00 for a car allowance.

This agreement may be terminated at any time.

agreement may be terminated at any time.

In addition, as part of the agreement Mr.

Mahdi was issued 500,000 shares of our

common stock, as additional compensation.

Mahdi was issued 500,000 shares of our common stock,

as additional compensation.

In approving the bonus for fiscal year 2025, the Board considered Mr.

performance during the year, including his management of the Company’s operations, financing activities, identification of growth opportunities

and strategic initiatives, and ongoing regulatory compliance efforts.

Based on its evaluation, the Board approved the bonus in accordance

with the terms of the employment agreement.

March 24, 2023, we entered into an at-will employment agreement with Mr.

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following table sets forth certain information with respect to the beneficial ownership of our common stock and voting preferred stock

as of March 31, 2025, for (i) each of our named executive officers and directors;

as of April 15, 2026, for (i) each of our named executive officers and directors;

(ii) all of our named executive officers and directors

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percentages below are calculated based on 9,421,047 shares of our common stock, and 0 shares of our series E preferred stock, issued

and outstanding as of March 31, 2025.

and outstanding as of December 31, 2025.

We do not have any outstanding options, warrants exercisable for, or other securities convertible

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All directors and officers as a group

Consists of 24,044,101 shares of common stock held by MGW Investment I Limited (“MGWI”).

Our CFO and director, Calvin Pang, has voting and investment power with respect to common stock held by MGW Investment I Limited

of 2,317,541 shares of common stock held by the Kambiz and Bahareh Mahdi Living Trust, and deemed to be beneficially owned by our CEO

and director, Kambiz Mahdi, and his spouse, Bahareh Mahdi, as trustees of the trust.

of 1,602,941 shares of common stock held by MGW Investment I Limited (“MGWI”).

Our CFO and director, Calvin Pang, has

voting and investment power with respect to common stock held by MGW Investment I Limited

of 154,503 shares of common stock held by the Kambiz and Bahareh Mahdi Living Trust, and deemed to be beneficially owned by our

CEO and director, Kambiz Mahdi, and his spouse, Bahareh Mahdi, as trustees of the trust.

Certain Relationships and Related Transactions, and Director Independence.

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Audit-related

fees related to financial accounting and reporting consultations, assurance and related services.

fees related to S-3 financial accounting and reporting consultations, assurance and related services.

services consist of tax compliance and tax planning and advice.

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the conformity of such financial statements with accounting principles generally accepted in the United States of America.

this context, the Board of Directors has reviewed and discussed our audited financial statements as of December 31, 2024 and 2023, with management and the independent registered public accounting firm.

The Board of Directors has discussed with the independent

registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No.

61, Professional

Standards , as amended.

In addition, the Board of Directors has received the written disclosures and the letter from the independent

registered public accounting firm required by Independence Standards Board Standard No.

1, Independence Discussions with Audit Committees ,

as currently in effect, and it has discussed their independence with us.

this context, the Board of Directors has reviewed and discussed our audited financial statements as of December 31, 2025 and 2024, with

management and the independent registered public accounting firm.

The Board of Directors has discussed with the independent registered

public accounting firm the matters required to be discussed by the Statement on Auditing Standards No.

61, Professional Standards ,

In addition, the Board of Directors has received the written disclosures and the letter from the independent registered public

accounting firm required by Independence Standards Board Standard No.

1, Independence Discussions with Audit Committees , as currently

in effect, and it has discussed their independence with us.

Exhibits, Financial Statement Schedules.

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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, in the City of Irvine, State of California on the 14 th day

of April, 2025.

on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California on the 4 th day of

ENERGY TECHNOLOGIES, INC.

Executive Officer

April 14, 2025

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

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executive officer)

April 14, 2025

Financial Officer and Director

financial and accounting officer)

April 14, 2025

Lauren Morrison

April 14, 2025

Xiaotian Xiao

April 14, 2025

Articles of Incorporation (included as exhibit 3.1 to the Form SB-2/A filed on June 10, 2005).

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(included as exhibit 10.25 to the Form SB-2/A filed on October 26, 2005).

Intentionally

Intentionally Omitted

Sublease Agreement with Quantum Fuel System Technologies, Inc.

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Form of Warrant (Included as Exhibit 10.155 of the Company on Form 8-K filed on October 28, 2022)

of Securities Purchase Agreement between Clean Energy Technologies, Inc.

Form of Securities Purchase Agreement between Clean Energy Technologies, Inc.

and Mast Hill Fund, L.P.

dated November 10, 2022.

as Exhibit 10.157 of the Company on Form 8-K filed on November 22, 2022)

(Included as Exhibit 10.157 of the Company on Form 8-K filed on November 22, 2022)

Form of Promissory Note dated November 10, 2022.

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List of Subsidiaries (included as exhibit 21.1 to the annual report on Form 10-K/A filed on April 19, 2024).

Consent of the Independent Auditor ( included as exhibit 23.1 to the annual report on Form 10-K/A filed on April 19, 2024).

Consent of the Independent Auditor

Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures