Clean Energy Technologies, Inc.

Item 2. Unregistered Sales of Equity Securities

On or about April 7, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 4, 2025, described above, the Company issued 45,000 shares of Company common stock to Pacific Pier as commitment shares in connection with the financing.

On or about April 23, 2025, pursuant to the securities purchase agreement with Pacific Pier dated April 23, 2025, described above, the Company issued 45,000 shares of Company common stock to Pacific Pier as commitment shares in connection with the financing.

On May 6, 2025, the Company entered into a Subscription Agreement with various investors, pursuant to which the purchasers acquired in the aggregate 10,731,704 shares of Company common stock, at a price of $0.41 per share, for aggregate gross proceeds of $4,400,000.

On or about May 9, 2025, the Company issued 315,000 shares of common stock to Mast Hill pursuant to its conversion of $100,119.60 in interests and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

On or about May 19, 2025, pursuant to the securities purchase agreement with Lucas Ventures dated May 19, 2025, described above, the Company issued 40,000 shares of Company common stock to Lucas Ventures as commitment shares in connection with the financing.

On or about May 23, 2025, the Company issued 500,000 shares of common stock to Mast Hill pursuant to its conversion of $154,240.00 in interest and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

On or about May 23, 2025, the Company issued 501,000 shares of common stock to Mast Hill pursuant to its conversion of $154,548.48 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

On or about May 23, 2025, the Company issued 502,000 shares of common stock to Mast Hill pursuant to its conversion of $154,856.96 in principal and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022.

On or about May 23, 2025, the Company issued 1,744,141 shares of common stock to Mast Hill pursuant to its conversion of the remaining $538,032.89 in principal and fees owed under the convertible promissory note issued to Mast Hill dated May 6, 2022, leaving a balance of $0 under that note.

On or about June 4, 2025, pursuant to the securities purchase agreement with Mast Hill dated June 3, 2025, described above, the Company issued 50,000 shares of Company common stock to Mast Hill as commitment shares in connection with the financing.

On or about June 10, 2025, the Company issued 500,000 shares of common stock to Mast Hill pursuant to its conversion of $121,635 in interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

On or about June 17, 2025, the Company issued 501,000 shares of common stock to Mast Hill pursuant to its conversion of $126,252 in principal, interest and fees owed under the convertible promissory note issued to Mast Hill dated September 16, 2022.

On or about June 20, 2025, the Company issued 33,464 shares of common stock to 1800 Diagonal pursuant to its conversion of $33,464 in principal, interest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.

On or about June 23, 2025, the Company issued 123,788 shares of common stock to 1800 Diagonal pursuant to its conversion of $25,995 in principal, interest and fees owed under the convertible promissory note issued to 1800 Diagonal dated October 15, 2024.

On or about June 23, 2025, the Company issued 62,926 shares of common stock to Lucas Ventures as true-up shares under the securities purchase agreement with Lucas Ventures dated November 29, 2024.

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.