Item 1.01 Entry into a Settlement Agreement.
On January 09 2023, Clean Coal Technologies, Inc. (the "Company") entered into
three separate settlement agreements (the "Settlement Agreements") with each of
CCTC Acquisition Partners LLC ("CCTC"), Black Diamond Financial Group LLC
("Black Diamond") and Wyoming New Power, Inc. ("WNP") ("the Parties" which are
all affiliated entities of the Black Diamond Group) to settle an aggregate
principal amount of $13,914,908 plus accrued and unpaid interest, default
penalties, shares, warrants and fees and security interests to the Parties in
exchange for an aggregate of 73,000,000 shares of the Company's common stock
(the "Stock Consideration") in accordance with the following.
CCTC Settlement Agreement.
The Aggregate Debt Amount consisted of the following as it relates to CCTC.
(i) that certain Series A 12% Secured Convertible Promissory Note, in the
initial principal amount of $3,741,742.38 (the "Series A Note") issued to CCTC
on November 25, 2015, (ii) that certain Series B 12% Secured Convertible
Promissory Note, in the initial principal amount of $626,226.37 (the "Series B
Note") issued to CCTC on November 25, 2015, (iii) that certain Series C 12%
Secured Convertible Promissory Note, in the initial principal amount of
$507,846.15 (the "Series C Note") issued to CCTC on November 25, 2015, and (iv)
that certain Series D 12% Secured Convertible Promissory Note, in the initial
principal amount of $192,800.00 September 14, 2016 (the "Series D Note" and
together with each of the Series A Note, the Series B Note and the Series C
Note, the "CCTC Notes"). Pursuant to the terms of the CCTC Notes, including
additional funds that have been advanced bringing the aggregate amount of funds
advanced up to $12,170,649.51. It has been agreed that the balance of
$12,170,649 plus accrued and unpaid interest and default penalties payable on
the notes and shares, warrants and fees and security interests (Debt Amount)
will be settled as per below.
As part of the settlement agreement with the CCTC, the CCTC Debt Amount will be
cancelled in exchange for 68,700,000 shares of the Company's Common Stock.
WNP Settlement Agreement.
The Aggregate Debt Amount consisted of the following as it relates to WNP.
Wyoming New Power Inc. has an aggregate principal amount due of $1,135,727, plus
accrued and unpaid interest and default penalties payable on the notes and
shares, warrants, and fees, and security interests as of the settlement date and
it will be exchanged for 2,800,000 ordinary shares of the Company.
Black Diamond Settlement Agreement.
Black Diamond Financial Group the aggregate principal amount due of $608,532,
plus accrued and unpaid interest and default penalties payable on the notes and
shares, warrants, and fees, and security interests as of the settlement date
which will be exchanged for 1,500,000 ordinary shares of the Company.
The Settlement Agreements contain representations and warranties, and mutual
general releases.
The foregoing description of the Settlement Agreements do not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
full text of the Settlement Agreements.
Item 3.02 Unregistered Sales of Equity Securities.
The applicable information set forth in Item 1.01 of this 8-K is incorporated by
reference in this Item 3.02. The Stock Consideration was not registered under
the Securities Act but qualified for exemption under Section 4(a)(2) of the
Securities Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 CCTC Settlement Agreement with Wyoming New Power Inc.
10.2 CCTC Settlement Agreement with Black Diamond Financial Group
10.3 CCTC Settlement Agreement with CCTC Acquisition Partners
104 Cover Page Interactive Data File (the cover page XBRL tags are embedded
within the Inline XBRL document)
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