Clean Vision Corp Enters Material Definitive Agreement

TL;DR

**CLNV just signed a big deal, but the details are under wraps for now.**

AI Summary

Clean Vision Corporation (CLNV) filed an 8-K on February 16, 2024, reporting an "Entry into a Material Definitive Agreement" on February 12, 2024. The filing indicates a significant new agreement, but the specific details of the agreement, including parties involved, financial terms, or the nature of the agreement, are not disclosed within the provided text. This suggests the company has entered into a binding contract that is considered material to its operations or financial condition.

Why It Matters

This filing indicates Clean Vision Corp has entered a significant new agreement, which could impact its future operations, revenue, or strategic direction, even though the specific terms are not yet public.

Risk Assessment

Risk Level: medium — The risk is medium because a material agreement has been entered, but without specific details, its impact (positive or negative) on the company is unknown.

Key Players & Entities

• Clean Vision Corp (company) — registrant
• February 12, 2024 (date) — date of earliest event reported
• February 16, 2024 (date) — filing date
• Nevada (company) — state of incorporation for Clean Vision Corp
• 2711 N. Sepulveda Blvd . Suite 1051 Manhattan Beach , CA 90266 (company) — principal executive offices address for Clean Vision Corp

FAQ

Key Financial Figures

• $440,000 — ") in the aggregate principal amount of $440,000 (each such Note being in the amount of
• $220,000.00 — (each such Note being in the amount of $220,000.00 and containing an original issue discou
• $20,000 — ontaining an original issue discount of $20,000, resulting in the purchase price of eac
• $200,000.00 — purchase price of each such Note being $200,000.00), which are convertible into the Compan
• $0.001 — o the Company's common stock, par value $0.001 per share (the "Common Stock"). In addi
• $26,400 — th a lump-sum interest payment equal to $26,400 payable on the SPA Closing Date, which
• $50,000 — (4) installments, each in the amount of $50,000 commencing on the one hundred eightieth
• $0.025 — he "Conversion Price" shall be equal to $0.025 per share (the "Fixed Price"); provided
• $0.02 — t the Common Stock trades below (i) the $0.02 per share for more than five (5) consec
• $0.0145 — ixed Price shall be lowered to equal to $0.0145 per share; or (ii) $0.0145 per share fo
• $5,000,000.00 — he Company, up to Five Million Dollars ($5,000,000.00) of the Company's Class A common stock,
• $1,000,000 — purchase to be limited to the lesser of $1,000,000 or 500% of the average number of shares
• $25,000 — mum amount of each such purchase set at $25,000. Each Purchase Notice delivered to the

Filing Documents

• clnv_8k.htm (8-K) — 50KB
• ex4_1.htm (EX-4.1) — 121KB
• ex10_1.htm (EX-10.1) — 68KB
• ex10_2.htm (EX-10.2) — 202KB
• 0001903596-24-000088.txt ( ) — 707KB
• clnv-20240212.xsd (EX-101.SCH) — 3KB
• clnv-20240212_lab.xml (EX-101.LAB) — 33KB
• clnv-20240212_pre.xml (EX-101.PRE) — 22KB
• clnv_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On February 12, 2024 (the "SPA Closing Date"), Clean Vision Corporation (the "Company") entered into a (i) Securities Purchase Agreement (the "SPA") with an accredited investor (the "Investor") and (ii) a STRATA Purchase Agreement (the "STRATA Agreement" and together with the SPA, collectively, the "Agreements") with the Investor. SPA Pursuant to the SPA, the Company agreed to sell, and the Investor agreed to purchase, two (2) separate 12% convertible notes of the Company (the first such note, the "First Note Tranche," the second such note, the "Second Note Tranche," and collectively, the "Note") in the aggregate principal amount of $440,000 (each such Note being in the amount of $220,000.00 and containing an original issue discount of $20,000, resulting in the purchase price of each such Note being $200,000.00), which are convertible into the Company's common stock, par value $0.001 per share (the "Common Stock"). In addition, the Company agreed to issue 3,100,000 shares of restricted Common Stock (the "Commitment Shares") to the Investor as additional consideration for the First Note Tranche and as an inducement for the Investor to enter into the STRATA Agreement; provided , however , that 2,500,000 shares of Commitment Shares will be returned to the Company if the Company, at its option, does not consummate the transactions contemplated by the STRATA Agreement by not filing the Resale Registration The First Note Tranche was issued on the SPA Closing Date and the Second Note Tranche shall be issued within three (3) days after the Company's filing of the Registration Statement on Form S-1 (the "Resale Registration Statement") with the U.S. Securities and Exchange Commission (the "SEC") covering the resale of all securities issuable pursuant to the SPA and STRATA Agreement. While any of the securities issued or issuable under the SPA are outstanding, upon any issuance by the

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 4.1 Convertible Amortization Note Issued on February 12, 2024 10.1 Securities Purchase Agreement by and between the Company and the Investor dated February 12, 2024 10.2 STRATA Purchase Agreement by and between the Company and the Investor dated February 12, 2024

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CLEAN VISION CORPORATION Date: February 16, 2024 By: /s/ Daniel Bates Name: Daniel Bates Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR