STATES 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 27, 2012
CLEAN WIND ENERGY TOWER,
(Exact name of registrant
as specified in its charter)
(State of Other Jurisdiction of
1997 Annapolis Exchange Pkwy.,
Annapolis, Maryland 21401
(Address of principal
number, including area code)
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))|
Item 1.01 Entry Into A Material
On November 27, 2012, Clean
Wind Energy Tower, Inc. (the “Company”) entered into an Investment Agreement (“Investment Agreement”) with
Deer Valley Management, LLC (“Investor”). Pursuant to the Investment Agreement, the Investor has committed
to purchase up to $5,000,000 of the Company’s common stock during the period commencing upon the effective date of a registration
statement registering the shares of common stock underlying the equity line (the “Equity Line”) and continuing for
36 months. The number of shares issuable by the Company pursuant to a put notice shall be equal to the dollar amount
requested divided by the purchase price which will be equal to a 20% discount to the average of the three lowest closing bid prices
during the 10 consecutive trading days prior to a put notice. Contemporaneously with the execution and delivery of the
Investment Agreement, the Company and Investor executed and delivered a Registration Rights Agreement (“Registration Rights
Agreement”) pursuant to which the Company has agreed to provide certain registration rights under the 1933 Act, and the rules
and regulations promulgated thereunder, and applicable state securities laws.
The Company may draw on the
facility from time to time, as and when it determines appropriate in accordance with the terms and conditions of the Investment
Agreement. The maximum amount that the Company is entitled to put to the Investor in any one notice shall be equal to 200% of U.S.
dollar trading volume of the Company’s common stock for the 10 trading days immediately prior to the applicable put notice.
The Company will not be entitled to put shares to Investor unless (a) there is an effective registration statement under the Securities
Act of 1933 to cover the sale of the shares by the Investor, (b) the Company’s common stock continues to be quoted on the
OTCBB or the OTC Markets or such other principal market, and (c) the issuance of the shares would not cause Investor’s beneficial
ownership to exceed 4.99% of our outstanding shares.
Pursuant to the terms of
the Registration Rights Agreement, the Company has agreed to use its best efforts to file a registration statement with the
SEC to register the sale to Investor of shares of common stock issued or issuable under the Investment Agreement.
The foregoing information
is a summary of each of the agreements involved in the transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an exhibit to this Current Report on Form 8-K. Readers
should review those agreements for a complete understanding of the terms and conditions associated with this transaction.
Item 9.01 Financial
Statements and Exhibits
|Exhibit No.|| ||
||Description of Exhibit|
| || ||
| ||10.1|| ||
||Investment Agreement dated as of November 27, 2012, by and between Clean Wind Energy Tower, Inc. and Deer Valley Management, LLC.|
| || || ||
| ||10.2|| ||
||Registration Rights Agreement dated as of November 27, 2012, by and between Clean Wind Energy Tower, Inc. and Deer Valley Management, LLC|
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 29, 2012
||/s/ Ronald W. Pickett
Ronald W. Pickett
CEO President and Chairman