Clean Energy Technologies Enters $25M At-The-Market Offering Under Sales Agreement With Roth Capital Partners

$25,000,000

Common Stock

 

We have entered into a Sales Agreement (the "Sales Agreement"), dated as of October 6, 2023, with Roth Capital Partners, LLC (the "Sales Agent"), relating to the sale of shares of our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, under this prospectus supplement and the accompanying prospectus we may offer and sell shares of our common stock, $0.001 par value per share, having an aggregate offering price of up to $25,000,000 from time to time through or to the Sales Agent.

 

Our common stock is listed on The Nasdaq Capital Market under the symbol "CETY." On November 25, 2025, the last reported sale price of our common stock on The Nasdaq Capital Market was $2.32 per share.

 

Sales of our common stock, if any, under this prospectus supplement may be made by any method deemed to be an "at the market offering" as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Sales Agent is not required to sell any specific amount of securities, but will act as our sales agents, using commercially reasonable efforts to sell on our behalf all of the shares of common stock requested to be sold by us, consistent with their normal trading and sales practices, on mutually agreed terms set forth in the Sales Agreement. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

 

The compensation to the Sales Agent for sales of common stock sold pursuant to the Sales Agreement is equal to up to 3.0% of the gross proceeds of the sales price per share. In connection with the sale of the common stock on our behalf, the Sales Agent will be deemed to be "underwriters" within the meaning of the Securities Act, and the compensation of the Sales Agent will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Sales Agent with respect to certain liabilities, including liabilities under the Securities Act.

Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million. As of November 25, 2025 the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $8,299,967, based on 3,577,572 shares of our outstanding common stock that were held by non-affiliates on such date and a price of $2.32 per share, which was the price at which our common stock was last sold on the Nasdaq Capital Market on November 25, 2025 (a date within 60 days of the date hereof), calculated in accordance with General Instruction I.B.6 of Form S-3. During the 12 calendar months prior to and including the date of this prospectus, we have not offered and sold any of our securities pursuant to General Instruction I.B.6 of Form S-3.