Clean Energy Technologies, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities On or about July 8, 2025, the Company issued 34,000 shares of common stock to Mast Hill pursuant to its conversion of $97,629.30 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022. On or about July 11, 2025, the Company issued 31,180 shares of common stock to Mast Hill pursuant to its conversion of $86,544 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022. On or about July 18, 2025, the Company issued 33,333 shares of common stock to Mast Hill pursuant to its conversion of $97,695 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about July 18, 2025, pursuant to the securities purchase agreement with First Fire dated July 18, 2025, described above, the Company issued 8,333 shares of Company common stock to First Fire. On or about July 21, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $195,390 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about August 1, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $192,150 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about August 1, 2025, the Company issued 20,000 shares of common stock to Mast Hill pursuant to its conversion of $55,895 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about August 6, 2025, the Company issued 100,000 shares of common stock to Mast Hill pursuant to its conversion of $286,475 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about August 18, 2025, pursuant to the securities purchase agreement with Mast Hill dated August 15, 2025, described above, the Company issued 10,000 shares of Company common stock to Mast Hill. On or about September 12, 2025, the Company issued 66,667 shares of common stock to Mast Hill pursuant to its conversion of $212,760 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about October 06, 2025, the Company issued 19,100 shares of common stock to Mast Hill pursuant to its conversion of $50,032 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about October 08, 2025, the Company issued 44,500 shares of common stock to Mast Hill pursuant to its conversion of $100,249 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about October 10, 2025, the Company issued 45,000 shares of common stock to Mast Hill pursuant to its conversion of $101,376 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about October 13, 2025, the Company issued 33,258 shares of common stock to Pacific Pier pursuant to its conversion of $74,461.47 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025. On or about October 14, 2025, the Company issued 46,000 shares of common stock to Mast Hill pursuant to its conversion of $102,987 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. 50 On or about October 16, 2025, the Company issued 161,994 shares of common stock to Mast Hill pursuant to its conversion of $362,679 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about October 23, 2025, the Company issued 34,619 shares of common stock to Pacific Pier pursuant to its notice of conversion of $73,032.40 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025. On or about November 3, 2025, the Company issued 100,000 shares of common stock to Mast Hill pursuant to its conversion of $190,790 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated January 16, 2025. On or about November 10, 2025, the Company issued 34,861 shares of common stock to Pacific Pier pursuant to its notice of conversion of $43,715 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025. On or about November 21, 2025, the Company issued 152,000 shares of common stock to Mast Hill pursuant to its notice of conversion of $150,951 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025. On or about November 25, 2025, the Company issued 75,132 shares of common stock to Mast Hill pursuant to its notice of conversion of $72,164 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025. On or about November 25, 2025, the Company issued 252,884 shares of common stock to Mast Hill pursuant to its conversion of $242,890.02 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025. On or about November 25, 2025, the Company issued 90,773 shares of common stock to Mast Hill pursuant to its conversion of $87,185.92 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated February 27, 2025. On or about November 26, 2025, the Company issued 1,264,420 shares of common stock to Mast Hill pursuant to its notice of conversion of $1,214,450 in principal, interest and fees owed under the Common Stock Purchase Warrant issued on January 17, 2025. On or about December 1, 2025, the Company issued 195,867 shares of common stock to Mast Hill pursuant to its notice of conversion of $188,126 in principal, interest and fees owed under the Common Stock Purchase Warrant issued on January 17, 2025. On or about December 1, 2025, the Company issued 141,009 shares of common stock to Mast Hill pursuant to its notice of conversion of $135,436 in principal, interest and fees owed under the Common Stock Purchase Warrant issued on February 17, 2025. On or about December 1, 2025, the Company issued 106,097 shares of common stock to Pacific Pier pursuant to its notice of conversion of $101,904 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 04, 2025. On or about December 5, 2025, the Company issued 272,532 shares of common stock to Mast Hill pursuant to its notice of conversion of $261,762 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025. On or about December 11, 2025, the Company issued 105,647 shares of common stock to Mast Hill pursuant to its notice of conversion of $93,751 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated June 3, 2025. On or about December 19, 2025, the Company issued 11,665 True-up shares of common stock to Lucas Venturew, LLC pursuant to a security purchase agreement dated May 19, 2025, 51 On or about December 24, 2025, the Company issued 913,842 shares of Company common stock with an investor pursuant to a subscription agreement for $395,328. On or about December 24, 2025, the Company issued 461,631 shares of Company common stock with an investor pursuant to a subscription agreement for $199,702. On or about December 29, 2025, the Company issued 194,527 shares of Company common stock with an investor pursuant to a subscription agreement for $84,152. On or about January 6, 2026, the Company issued 242,140 shares of common stock to Pacific Pier Capital II LP pursuant to its notice of conversion of $104,750 in principal, interest and fees owed under the convertible promissory note issued to April 04, 2025. On or about January 16, 2025, the Company issued 131,187 shares of common stock to Mast Hill pursuant to its notice of conversion of $84,747 in principal, interest and fees owed under the convertible promissory note issued to Pacific Pier dated April 22, 2025. On January 2, 2026, the Company entered into a note purchase agreement (the “Filled Purchase Agreement”) with Filled Converge Limited and Li Xiaoguang for a purchase price consisting of US$700,000 (the “Cash Purchase Price”) and 1,932,000 shares of Company common stock. On or about January 20, 2026, pursuant to the securities purchase agreement with First Fire dated July 18, 2025, described above, the Company issued 307,038 shares of Company common stock to First Fire pursuant to its notice of conversion of $132,824 in principal and interest. On or about January 29, 2026, the Company issued 132,694 shares of common stock to Pacific Pier Capital II LP pursuant to its notice of conversion of $86,750 in principal, interest and fees owed under the convertible promissory note issued to April 04, 2025. As to the shares of common stock issued for conversion of convertible promissory notes described above, the share were issued pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 3(a)(9) of the Securities Act, as the shares of common stock were issued in exchange for and conversion of convertible promissory notes issued by the Company, there was no additional consideration for the exchanges, and there was no remuneration for the solicitation of the exchanges. As to the other issuances of common stock described above, such shares were issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder, as the shareholders were accredited and/or financially sophisticated and had adequate access, through business or other relationships, to information about the Company, and the sales did not involve a public offering of securities or any general solicitation. Item 3. Defaults upon Senior Securities None. Item 4. Mine Safety Disclosures Not Applicable.