CIRTRAN CORP 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is quoted on the Pink tier of the OTC Markets Group under the trading symbol “CIRX.” These over-the-counter market quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions. Since our inception, the sporadic trading activity in our common stock and the price fluctuations have been volatile, and we cannot assure that any market for our common stock will be maintained. The following table sets forth the range of low and high closing sale prices for our common stock for each of the periods indicated, as reported and summarized by the Pink tier of the OTC Markets Group: Low High 2021: Fourth Quarter 0.03 0.08 Third Quarter 0.05 0.09 Second Quarter 0.04 0.10 First Quarter 0.03 0.09 2020: Fourth Quarter 0.02 0.10 Third Quarter 0.03 0.04 Second Quarter 0.02 0.11 First Quarter 0.01 0.13 On April 14, 2022, the closing price per share for the most recent sale of our common stock on the Pink tier of the OTC Markets Group was $0.06. We have 498 stockholders of record of our common stock. As of April 14, 2022, we had 4,945,417 shares of our common stock issued and outstanding. Our shares of common stock are subject to the “penny stock” and other rules of the Exchange Act. In general terms, “penny stock” is defined as any equity security that has a market price less than $5.00 per share that is not traded on a national securities exchange or that has an exercise price of less than $5.00 per share, subject to certain exceptions. As a result, our common stock is subject to rules that impose additional sales practice requirements on broker-dealers that sell these securities to persons other than established customers and accredited investors (generally those with assets more than $1,000,000 or annual income exceeding $200,000, or $300,000 together with their spouse). Transactions covered by these rules are subject to additional sales practice requirements, including the broker-dealer must make a special suitability determination for the purchase of these securities and have received the purchaser’s written consent to the transaction before the purchase. These rules may restrict the ability of broker-dealers to trade or maintain a market in our common stock, to the extent it is penny stock, and may affect the ability of stockholders to sell their shares. Dividends Holders of shares of common stock are entitled to receive dividends for our common stock when, as, and if declared by the board of directors out of funds legally available therefor. We have not paid any dividends on our common stock and intend to retain earnings, if any, to finance the development and expansion of our business. Future dividend policy is subject to the discretion of the board of directors and will depend upon the number of factors, including future revenues, capital requirements, overall financial condition, and such other factors as our board of directors deems relevant. 14 Equity Compensation Plan The following table provides information as of December 31, 2021, respecting our compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance. Plan Category Number of Securities To Be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reflected in column (a)(c) Equity compensation plans approved by security holders 40,000 $ 0.06 350,000 Equity compensation plans not approved by security holders — — — Total 40,000 $ 0.06 350,000 Recent Sales of Unregistered Securities During 2021, the holder of our outstanding convertible debenture converted $6,750 of accrued but unpaid interest into 225,000 shares of our common stock. This conversion resulted in the reduction of the balance due on these debentures but did not generate cash proceeds. The common stock was issued in reliance on the exemption from registration set forth in Section 4(a)(1) of the Securities Act of 1933, as amended. No underwriter participated. ITEM 6. [RESERVED]