Clean Energy Technologies Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Item 3.03. Material Modification to Rights of Security Holders.
Clean Energy Technology, Inc. (the “Company”), filed a Certificate of Change with the State of Nevada to effect a 1-for-15 reverse stock split of the Company’s (a) authorized shares of common stock, and (b) issued and outstanding shares of common stock (the “Reverse Stock Split”), which was accepted for filing by the State of Nevada on or about September 26, 2025.
Reason for the Reverse Stock Split
The Reverse Stock Split is being effected solely to enable the Company to expeditiously restore compliance with the continued listing standards of the Nasdaq Stock Market (the “Nasdaq”) and Nasdaq’s $1.00 minimum bid price requirements.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number. The Reverse Stock Split is expected to become effective and be reflected with the Nasdaq and in the marketplace at the open of business on October 6, 2025 (the “Effective Date”), whereupon the shares of common stock of the Company are expected to begin trading on a split-adjusted basis. In connection with the Reverse Stock Split, the Company’s shares of common stock will continue to trade on the Nasdaq under the symbol “CETY” but will trade under a new CUSIP Number, 18452H305.
Split Adjustment; No Fractional Shares. The total number of shares of the Company’s common stock held by each shareholder will be converted automatically into the number of whole 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.
No fractional shares will be issued, and no cash or other consideration will be paid. Instead, the Company will issue one whole share of 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).
Non-Certificated Shares; Certificated Shares. Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the Reverse Stock Split will automatically be reflected in their brokerage accounts.
Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the Reverse Stock Split to each requesting 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.
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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 | |
| 3.1 | Certificate of Change | |
| 104 | Cover Page Interactive Data File (embedded within Inline XBRL document) |
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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 TECHNOLOGY, INC. | ||
| Dated: September 30, 2025 | By: | /s/ Kambiz Mahdi |
| Kambiz Mahdi | ||
| Chief Executive Officer | ||
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