Current Report Filing (8-k)
March 21 2019 - 6:08AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
March 19, 2019
CirTran
Corporation
(Exact
name of registrant as specified in its charter)
Nevada
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000-49654
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68-0121636
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4125
South 6000 West, West Valley City, Utah 84128
(Address
of principal executive offices)
(801)
963-5112
Registrant’s
telephone number, including area code
N/A
(Former
name or former address, if changed since last report)
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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
[ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
ITEM
8.01 OTHER EVENTS.
Explanatory
Note
The
following information corrects information set forth in the registration statement under 12(g) on Form 10-12G/A, as amended, filed
on June 27, 2018 (SEC Accession No. 0001493152-18-009282).
Security
Ownership of Certain Beneficial Owners and Management (Form 10 Item 4)
The
following table sets forth certain information, as of March 15, 2019, respecting the beneficial ownership of our outstanding common
stock by: (i) any holder of more than 5%; (ii) each of the Named Executive Officers (defined as any person who was principal executive
officer during the preceding fiscal year and each other highest compensated executive officers earning more than $100,000 during
the last fiscal year) and directors; and (iii) our directors and Named Executive Officers as a group, based on 4,499,918,984 shares
of common stock outstanding as of March 15, 2019:
Name of Person or Group
(1)
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Nature of Ownership
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Amount
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Percent
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Principal Stockholder:
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Iehab J. Hawatmeh
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Common Stock
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211,553,877
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4.7%
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Options
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66,000,000
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1.4%
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277,553,877
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6.1%
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Directors:
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Iehab J. Hawatmeh
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Common Stock
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211,553,877
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4.7%
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Options
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66,000,000
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1.4%
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277,553,877
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6.1%
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Kathryn Hollinger
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Common Stock
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26,002,520
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0.6%
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Options
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16,000,000
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0.4%
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55,335,853
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1.2%
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All Executive Officers and
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Directors as a Group (2 persons):
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Common Stock
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237,556,397
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5.3%
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Options
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82,000,000
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1.8%
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332,889,730
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7.0%
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(1)
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Address
for all stockholders is 4125 S 6000 W, West Valley City, UT 84128.
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(2)
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Consists
of options accrued for services provided during 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016, 2017, and 2018. These
options can be exercised any time upon issuance at exercise prices ranging between $0.0001 and $0.016 per share.
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(3)
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Consists
of options accrued for services provided during 2011, 2012, 2013, 2014, 2015, 2016, and 2017. These options can be exercised
any time upon issuance at an exercise prices ranging from $0.0001 and $0.0021 per share.
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The
persons named in the above table have sole voting and dispositive power respecting all shares beneficially owned, subject to community
property laws where applicable. Beneficial ownership is determined according to the rules of the U.S. Securities and Exchange
Commission, and generally means that a person has beneficial ownership of a security if he or she possesses sole or shared voting
or investment power over that security. Each director, officer, or 5% or more stockholder, as the case may be, has furnished the
information respecting beneficial ownership.
Description
of Securities (Form 10 Item 11)
We
are authorized to issue up to 4,500,000,000 shares of common stock, par value $0.001. As of March 15, 2019, we had 4,499,918,984
shares of common stock issued and outstanding and outstanding options to purchase 165,800,000 shares of common stock. This corrected
number includes 1,027,752 shares that are subject to cancellation by agreement but are still evidenced by non-cancelled certificates
not surrendered and 678 shares resulting from rounding errors, both of which we previously reported in our Form 10 as not outstanding.
Stockholders’
Deficit
We
are authorized to issue up to 4,500,000,000 shares of $0.001 par value common stock. There were no shares issued during the years
ended December 31, 2017 or 2016 resulting in total shares issued and outstanding of 4,499,918,984 as of March 15, 2019, and December
31, 2018, 2017, and 2016. The change in outstanding common stock would not have resulted in changes to per share earnings (loss)
per share during any of our reporting periods.
SIGNATURE
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.
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CIRTRAN
CORPORATION
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Dated:
March 20, 2019
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By:
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/s/
Iehab Hawatmeh
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Iehab
Hawatmeh, President
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