CIRTRAN CORP 8-K

What Happened

• CIRTRAN CORP (CIRX) announced on December 22, 2025 that it entered into a Standby Equity Purchase Agreement with YA II PN, Ltd. Under the agreement the company may, at its option, sell up to $10,000,000 of common stock to YA over a 24‑month period. The company is not obligated to sell any shares; YA’s purchases are conditioned on, among other things, an effective SEC registration statement for resale of the shares.

Key Details

• Agreement date: December 22, 2025; term: up to 24 months (or earlier if YA purchases $10M).
• Company option to direct individual purchases (“Advances”); no mandatory minimum Advance and no obligation to sell.
• Purchase price for each Advance is tied to the stock’s VWAP (company may set a minimum acceptable price); no contractual cap on price YA could pay.
• Company must issue 3,846,154 shares to YA in December 2026 (as required by the Purchase Agreement).
• Ownership cap: YA and affiliates may not beneficially own more than 4.99% of outstanding voting power/shares.
• 50% of any proceeds from sales to YA must be applied to reduce indebtedness (including accrued interest) to Tekfine, LLC; a Forbearance Agreement with Tekfine (dated Nov 26, 2025, delivered Dec 15, 2025) includes similar trading restrictions.
• YA and Tekfine agreed not to engage in short sales or establish net short positions in the common stock during the Purchase Agreement term.

Why It Matters

• This agreement gives CIRTRAN a potential equity financing source of up to $10M that it can draw on as needed, which may help fund working capital, general corporate needs, and partial repayment of debt to Tekfine.
• Because sales are at the company’s discretion (and subject to SEC registration), the arrangement provides financing flexibility without immediate dilution unless the company elects to issue shares.
• Investors should note the required issuance of shares in December 2026 and the 4.99% ownership cap for YA, along with contractual limits on short selling by YA and Tekfine, which affect potential stock supply and holder behavior.