CETY

Clean Energy Technologies, Inc.

NASDAQ · UTILITIES · NATURAL GAS DISTRIBUTION

0.93

+0.04 +3.93%

USD · close Oct 23

A free account adds a watchlist, alerts when insiders, Congress or short sellers move on your tickers, and a morning brief. Sign up

Work order

WATCH · shorts 51

Insiders, 90 days

no open-market filings in 90 days

Congress, 90 days

0 / 0

no disclosures naming it

Big money

0 / 15

none of the tracked funds disclose it

Calls on record

nobody we score has called it yet

MKT CAP $11.3MP/E —DIV YIELD —FCF YIELD —REV TTM $2.6M +89.4%NET INCOME −$6.8MNET CASH $345K52W 0.46 – 2.52SEC XBRL · TTM TO Invalid Date

How CETY rewrote its risk factors

10-K ITEM 1A · FY2024 → FY2025

Text kept

65%

of sentences unchanged

Added

new sentences

Dropped

sentences removed

Length

−644

words, now 10,653

New in FY2025

RISKS RELATED TO OUR BUSINESS OUR INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION AND IF WE CANNOT OBTAIN ADDITIONAL FINANCING AND/OR REDUCE OUR OPERATING COSTS SUFFICIENTLY, WE MAY HAVE TO CURTAIL OPERATIONS AND MAY ULTIMATELY CEASE TO EXIST.
The Company had a total stockholder’s equity of $6,246,597 and a working capital of $260,863 and an accumulated deficit of $35,299,999 as of December 31, 2025, and used $7,922,347 in net cash from operating activities for the year ended December 31, 2025.
For the fiscal year ending December 31, 2025, our company reported a net loss of $6,808,895 compared to a net loss of $4,550,296 for the year 2024 (Restated).
The increase in net loss during 2025 was primarily attributable to non-cash and non-operating items, including losses related to debt settlement and write down, changes in derivative liabilities, and higher interest and financing-related expenses.
Despite the increase in net loss, the Company improved its operating performance, with loss from operations decreasing from approximately $3.33 million in 2024 to approximately $2.50 million in 2025.
The improvement was primarily driven by continued strategic expansion into higher-margin waste-to-energy opportunities, improved operational efficiencies, and reduced operating expenses in certain categories.
The Company continues to evaluate more cost-effective financing alternatives and strategic capital solutions moving forward.
Although our audited financial statements for the years ended December 31, 2025 and 2024, were prepared under the assumption that we would continue our operations as a going concern, the report of our independent registered public accounting firm that accompanies our financial statements for the years ended December 31, 2025 and 2024, contains a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on our financial statements and results at that time.
As of December 31, 2025, we had current liabilities of $5,995,088 and total current assets of $6,255,951.
We have previously received Nasdaq deficiency notices, and future non-compliance with Nasdaq listing requirements could result in delisting; if we are not able to regain compliance with those requirements within the time periods permitted by Nasdaq, our common stock may be delisted, which would likely impair our ability to raise capital and could constitute an event of default under our outstanding promissory notes.
The Nasdaq rules initially provided the Company a compliance period of 180 calendar days from the date of the notice (or until May 5, 2025) in which to regain compliance with the Minimum Bid Price Requirement.
On May 7, 2025, Nasdaq granted the Company an additional 180-day extension (or until November 3, 2025) to regain compliance with the Minimum Bid Price Requirement.
To assist in regaining compliance with the Minimum Bid Price Requirement, the Company effected a 1-for-15 reverse stock split of its issued and outstanding common stock on October 6, 2025.
As a result of the reverse stock split and the subsequent increase in the market price of the Company’s common stock, the Company regained compliance with the Minimum Bid Price Requirement.
Nasdaq subsequently notified the Company on October 20, 2025 that it had regained compliance with Nasdaq Listing Rule 5550(a)(2), and the matter was closed.
On April 30, 2025, the Company held its annual meeting of shareholders, and the Company regained compliance with the Annual Shareholder Meeting Requirement.
There is no assurance that the Company will continue to satisfy Nasdaq’s continued listing requirements in the future.
If the Company’s common stock ultimately were to be delisted for any reason, including because the Company cannot regain compliance with the Minimum Bid Price Requirement, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.
Demand for products which the company intends to sell depends on many factors, including: ● the economy, and in periods of rapidly declining economic conditions, customers may defer purchases or may choose alternate products; ● the cost of oil, gas and solar energy; ● the competitive environment in the heat to power sectors may force us to reduce prices below our desired pricing level or increase promotional spending or both; ● our ability to maintain efficient, timely and cost-effective production and delivery of the products and services; and, ● All of these factors could result in immediate and longer term declines in the demand for the products and services that we offer, which could adversely affect our sales, cash flows and overall financial condition.
If this happens, our sales and revenues may decline, or fail to develop at all.
Our international operations are exposed to the following risks, several of which are out of our control: ● political and economic instability, international terrorism and anti-American sentiment, particularly in emerging markets; ● preference for locally branded products, and laws and business practices favoring local competition; ● unusual or burdensome foreign laws or regulations, and unexpected changes to those laws or regulations; ● |import and export license requirements, tariffs, taxes and other barriers; ● higher costs of customizing products for foreign countries; ● increased difficulty in managing inventory; ● less effective protection of intellectual property; and ● difficulties and costs of staffing and managing foreign operations.
Any or all of these factors could adversely affect our ability to execute any geographic expansion strategies or could have a material adverse effect on our business and results of operations.
We may, however, not have the resources to do this.
IN ADDITION, WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS TO PROCURE OUR PARTS FOR PRODUCTION WHICH IF AVAILABILITY OF PRODUCTS BECOMES COMPROMISED, COULD ADD TO OUR COST OF GOODS SOLD AND AFFECT OUR REVENUE GROWTH.
Our principal shareholders, directors and executive officers in the aggregate, beneficially own more than 50% of our outstanding common stock on a fully diluted basis as of the date of the filing of this annual report.
The timing of our sales and related customer contract fulfillment are difficult to predict.
In addition, the fulfillment of our customer contracts is partially dependent on other factors related to our customers’ businesses that are not in our control.
As with the sales cycle, this can also cause revenues and earnings to fluctuate from quarter to quarter.
OUR SALES AND PROFITABLITY OF OPERATIONS IN THE UNITED STATES AND IN THE PRC ARE DEPENDENT ON THE PRICE OF OIL AND NATURAL GAS.
At the same time, as the price for traditional fuel decreases, there is less incentive for customers to purchase our products and may impair our ability to sell our products.
IF THE SPOT PRICE OF NG IN CHINA DROPS BELOW THE PURCHASE PRICE OUR TRADERS NEGOTIATE WITH OUR SUPPLIERS, WE MAY NOT BE ABLE TO SELL OUR LNG OR MAY HAVE TO SELL IT AT A LOSS.
OUR WASTE TO ENERGY PRODUCTS FROM UKRAINE AND RUSSIA HAVE NOT BEEN TESTED IN THE UNITED STATES AND DEPEND ON DATA OBTAINED FROM OPERATIONS IN THE UKRAINE AND RUSSIA.
HTAP 5 and 10 have not been installed in the United States.
We cannot give any assurances that we will be able to finance the bonds or find an EPC willing to guarantee performance.
THE IMPLEMENTATION OF OUR WASTE TO ENERGY JOINT VENTURES DEPENDS ON US FINDING FUNDING FOR THE PROJECTS.
In order to implement the HTAP system in our waste to energy joint ventures, we will need to finance directly or obtain third party financing for these projects.
We cannot give any assurances that we will be able to directly finance these projects or be able to find a third party to provide financing for them.
FLUCTUATIONS IN EXCHANGE RATES COULD HAVE AN EFFECT ON THE RESULTS OF OPERATIONS OF OUR HONG KONG AND CHINA SUBSIDIARIES.
In the fourth quarter of 2016, the Renminbi has depreciated significantly against the backdrop of a surging U.S. dollar and persistent capital outflows from China.
WE HAVE ISSUED A SUBSTANTIAL NUMBER OF CONVERTIBLE SECURITIES WHICH IF CONVERTED WILL SUBSTANTIALLY DILUTE ALL OF OUR STOCKHOLDERS.

and 19 more.

Gone since FY2024

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
We reserve the right not to provide risk factors in our future filings.
RISKS RELATD TO OUR BUSINESS OUR INDEPENDENT ACCOUNTANTS HAVE ISSUED A GOING CONCERN OPINION AND IF WE CANNOT OBTAIN ADDITIONAL FINANCING AND/OR REDUCE OUR OPERATING COSTS SUFFICIENTLY, WE MAY HAVE TO CURTAIL OPERATIONS AND MAY ULTIMATELY CEASE TO EXIST.
The Company had a total stockholder’s equity of $2,938,502 and a deficit working capital of $3,240,008 and an accumulated deficit of $27,443,231 as of December 31, 2024, and used $3,560,950 in net cash from operating activities for the year ended December 31, 2024.
For the fiscal year ending December 31, 2024, our company reported a net loss of $4,416,319 compared to a net loss of $5,782,666 for the year 2023.
The reduction in net loss for 2024 is primarily attributed to several key factors, including our strategic expansion into higher-margin waste-to-energy business unit, also a reduction in interest and financing fees compared to the previous year.
Despite the persistently high interest rates, we are actively exploring more cost-effective financing options moving forward.
Although our audited financial statements for the years ended December 31, 2024 and 2023, were prepared under the assumption that we would continue our operations as a going concern, the report of our independent registered public accounting firm that accompanies our financial statements for the years ended December 31, 2024 and 2023, contains a going concern qualification in which such firm expressed substantial doubt about our ability to continue as a going concern, based on our financial statements and results at that time.
As of December 31, 2024, we had current liabilities of $6,438,099 and total current assets of $3,198,091.
WE MAY ONCE AGAIN IN THE FUTURE RELY ON CONTRACTUAL ARRANGEMENTS TO OBTAIN CONTROL OF A VIE, WHICH MAY NOT BE AS EFFECTIVE IN PROVIDING OPERATIONAL CONTROL AS DIRECT OWNERSHIP.
On January 1, 2023, we entered into the CAA with SSET and Xiangyueheng, two other shareholders of Shuya, wherein the three parties agreed to vote in unison at the shareholders’ meeting of Shuya to consolidate the controlling position of the three parties in Shuya.
We relied on such contractual arrangement to gain effective control of Shuya and consolidated Shuya into our consolidated financial statements effective on or after January 1, 2023.
After the termination of such contractual arrangements on January 1, 2024, we no longer consolidate Shuya into our consolidated financial statements.
See “ Prospectus Summary – Corporate Information ” for details.
However, in the event that we once again employ a similar VIE structure in the future, you should be aware that a controlling financial interest through contractual arrangements is not considered as equal to equity interest and this structure involves unique risks to investors.
If we had more than 50% equity ownership of the VIE, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of the VIE, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level.
However, under the contractual arrangement, we relied on the performance by the other external parties of their obligations under the contract to exercise control over the VIE.
The other parties may not perform their obligations under the contract.
All of such contractual arrangements are governed by and interpreted in accordance with PRC laws, and disputes arising from these contractual arrangements will be resolved through arbitration or litigation in the PRC.
However, the legal system in the PRC is not as developed as in other jurisdictions, such as the United States.
There remain significant uncertainties regarding the outcome of arbitration or litigation.
These uncertainties could limit our ability to enforce the contractual arrangement.
In the event we are unable to enforce the terms of contractual arrangement or we experience significant delays or other obstacles in the process of enforcing such agreement, we may not be able to exert control over the VIE and may lose control over the assets owned by the VIE.
Our financial performance may be materially and adversely affected as a result and we may not be eligible to consolidate the financial results of the VIE into our consolidated financial results.
WE ARE NOT CURRENTLY IN COMPLIANCE WITH NASDAQ’S MINIMUM BID PRICE LISTING REQUIREMENT OR NASDAQ’S ANNUAL SHAREHOLDER MEETING LISTING REQUIREMENT; IF WE ARE NOT ABLE TO REGAIN COMPLIANCE WITH THOSE REQUIREMENTS WITHIN THE TIME PERIODS PERMITTED BY NASDAQ, OUR COMMON STOCK MAY BE DELISTED, WHICH WOULD LIKELY IMPAIR OUR ABILITY TO RAISE CAPITAL AND COULD CONSTITUTE AN EVENT OF DEFAULT UNDER OUR OUTSTANDING PROMISSORY NOTES.
The Nasdaq rules provided the Company a compliance period of 180 calendar days from the date of the notice (or until May 5, 2025) in which to regain compliance with the Minimum Bid Price Requirement.
There is no guarantee that the Company will be able to regain compliance with either the Minimum Bid Price Requirement or the Annual Shareholder Meeting Requirement.
If the Company’s common stock ultimately were to be delisted for any reason, including because the Company cannot regain compliance with the Minimum Bid Price Requirement or the Annual Shareholder Meeting Requirement, it could negatively impact the Company by (i) reducing the liquidity and market price of the Company’s common stock; (ii) reducing the number of investors willing to hold or acquire the Company’s common stock, which could negatively impact the Company’s ability to raise equity financing; (iii) limiting the Company’s ability to use a registration statement to offer and sell freely tradable securities, thereby preventing the Company from accessing the public capital markets; and (iv) impairing the Company’s ability to provide equity incentives to its employees.
Demand for products which it intends to sell depends on many factors, including: ● the economy, and in periods of rapidly declining economic conditions, customers may defer purchases or may choose alternate products; ● the cost of oil, gas and solar energy; ● the competitive environment in the heat to power sectors may force us to reduce prices below our desired pricing level or increase promotional spending; ● our ability to maintain efficient, timely and cost-effective production and delivery of the products and services; and, ● All of these factors could result in immediate and longer term declines in the demand for the products and services that we offer, which could adversely affect our sales, cash flows and overall financial condition.
If this happens, our sales and revenues will decline, or fail to develop at all.
Our international operations are exposed to the following risks, several of which are out of our control: political and economic instability, international terrorism and anti-American sentiment, particularly in emerging markets; ● preference for locally branded products, and laws and business practices favoring local competition; ● unusual or burdensome foreign laws or regulations, and unexpected changes to those laws or regulations; ● |import and export license requirements, tariffs, taxes and other barriers; ● costs of customizing products for foreign countries; ● increased difficulty in managing inventory; ● less effective protection of intellectual property; and ● difficulties and costs of staffing and managing foreign operations.
Any or all of these factors could adversely affect our ability to execute any geographic expansion strategies or have a material adverse effect on our business and results of operations.
We may not have the resources to do this.
IN ADDITION, WE DEPEND ON A LIMITED NUMBER OF SUPPLIERS TO PROCURE OUR PARTS FOR PRODUCTION WHICH IF AVAILABILITY OF PRODUCTS BECOMES COMPROMISED IT COULD ADD TO OUR COST OF GOODS SOLD AND AFFECT OUR REVENUE GROWTH.
Our principal shareholders, directors and executive officers in the aggregate, beneficially own more than 50% our outstanding common stock on a fully diluted basis as of the date of the filing of this annual report.
The timing of our sales and related customer contract fulfillment is difficult to predict.
In addition, the fulfillment of our customer contracts is partially dependent on other factors related to our customers’ businesses that are not in our control. as with the sales cycle, this can also cause revenues and earnings to fluctuate from quarter to quarter.
OUR SALES AND PROFITABLITY OF OPERATIONS IN THE UNITED STATES AND IN THE PRC ARE DEPENDANT ON THE PRICE OF OIL AND NATURAL GAS.
At the same time, as the price for traditional fuel decreases, there is less incentive for customers to purchase our products and it may impair our ability to sell our products.
IF THE SPOT PRICE OF NG IN CHINA DROPS BELIOW THE PURCHASE PRICE OUR TRADERS NETOTIATE WITH OUR SUPPLIERS, WE MAY NOT BE ABLE TO SELL OUR LNG OR MAY HAVE TO SELL IT AT A LOSS.

and 43 more.

Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

Watch CETY. Know when insiders buy.

One email the day a filing lands. Free.