Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Effective September 9, 2026, Clean Energy Technologies, Inc. (the "Company") entered into a securities purchase agreement (the "SPA") with Walnut Capital, LLC, a Maryland limited liability company ("Walnut"), pursuant to which the Company sold, and Walnut purchased, a convertible promissory note in the principal amount of $166,500 (the "Note") for a purchase price of $150,000 (the "Transaction").

The Transaction was funded by Walnut and closed on September 9, 2026, and pursuant to the SPA, the Company received net funding of $150,000, and the Note was issued to Walnut.

The SPA includes customary representations, warranties and covenants by the Company and customary closing conditions. The SPA requires that the proceeds from the Transaction be used for general working capital purposes. The Note matures on September 8, 2027, accrues a one-time interest charge of 12% on the issuance date, shall be paid in 10 monthly payments in the amount of $18,648 beginning on December 8, 2026, and continuing on the 2^nd day of each month thereafter, and is convertible following default into shares of the Company's common stock at the election of the holder at a conversion price equal to equal to 85% of the lowest closing bid price during the ten trading days prior to the conversion date; provided, however, that the holder may not convert the Note (i) to the extent that such conversion would result in the holder's beneficial ownership of the Company's common stock being in excess of 4.99% of the Company's issued and outstanding common stock, or (ii) when the shareholder approval required by Nasdaq Rule 5635(d) has not been obtained and conversion would result in more than 19.99% of the shares of Company common stock being issued after any required aggregation per Rule 5635(d). Additionally, the holder of the Note is entitled to deduct $1,500 from the conversion amount in each note conversion to cover the holder's fees associated with the conversion.

The foregoing descriptions of the SPA and Note do not purport to be complete and are qualified in their entirety by reference to the full text of those agreements, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.03.