SECURITIES AND EXCHANGE
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 9, 2012
CLEAN WIND ENERGY TOWER, INC.
(Exact name of registrant as specified in its
(State of Other Jurisdiction of
1997 Annapolis Exchange Pkwy., Suite 300
Annapolis, Maryland 21401
(Address of principal executive offices)
(Registrant's telephone number, including
Stephen M. Fleming, Esq.
49 Front Street, Suite 206
Rockville Centre, New York 11570
Phone: (516) 833-5034
Fax: (516) 977-1209
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
||Entry Into A Material Definitive Agreement|
||Creation of a Direct Financial Obligation|
||Unregistered Sales of Equity Securities|
On November 9, 2012, Clean Wind Energy Tower,
Inc. (the “Company”) entered into a Securities Purchase Agreement with Asher Enterprises, Inc. ("Asher"),
for the sale of an 8% convertible note in the principal amount of $32,500 (the "Note"). The financing closed
on November 21, 2012.
The Note bears interest at
the rate of 8% per annum. All interest and principal must be repaid on August 13, 2013. The Note is convertible
into common stock, at Asher’s option, at a 42% discount to the average of the three lowest closing bid prices
of the common stock during the 10 trading day period prior to conversion. In the event the Company prepays the
Note in full, the Company is required to pay off all principal, interest and any other amounts owing multiplied by (i) 120% if
prepaid during the period commencing on the closing date through 30 days thereafter, (ii) 125% if prepaid 31 days following the
closing through 60 days following the closing and (iii) 130% if prepaid 61 days following the closing through 90 days following
the closing and (iv) 135% if prepaid 91 days following the closing through 120 days following the closing and (v) 140% if prepaid
121 days following the closing through 150 days following the closing and (vi) 150% if prepaid 151 days following the closing through
180 days following the closing. After the expiration of 180 days following the date of the Note, the Company has no right of prepayment.
Asher has agreed to restrict its ability to convert
the Note and receive shares of common stock such that the number of shares of common stock held by them in the aggregate and
their affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares
of common stock. The total net proceeds the Company received from this Offering was $32,500, less attorneys fees.
As of the date of the Note, the Company is obligated on the Note issued to Asher in connection with the offering. The Note is a
debt obligation arising other than in the ordinary course of business, which constitutes a direct financial obligation of the Company.
The Company claims an exemption from
the registration requirements of the Securities Act of 1933, as amended (the
"Act") for the private placement of these securities pursuant to Section 4(2)
of the Act and/or Regulation D promulgated there under since, among other things, the transaction did
not involve a public offering, Asher is an accredited investor, Asher had access
to information about the Company and their investment, Asher took the securities for
investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.
||Financial Statements and Exhibits|
||Securities Purchase Agreement by and among the Company and the Asher Enterprises, Inc., dated November 9, 2012|
||Convertible Promissory Note issued to Asher Enterprises, Inc.|
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 WIND ENERGY TOWER, INC.
|Date: November 28, 2012
||/s/ Ronald W. Pickett
Ronald W. Pickett
CEO President and Chairman