Item 1.01
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Entry Into A Material Definitive Agreement.
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On August 19, 2021, the
DarkPulse, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase
Agreement”) with an accredited investor (the “Purchaser”), for the offering of $45,000,000 worth of common
stock, par value $0.0001 per share, of the Company (the “Common Stock”).
Pursuant to the Purchase
Agreement, on August 31, 2021, the Company and the Purchaser agreed that the Company would issue and sell to the Purchaser, and the Purchaser
would purchase from the Company, 27,297,995 shares of Common Stock for total proceeds to the Company, net of discounts of $3,300,000,
at an effective price of $ $0.120888 per share (the “Closing”).
The number of shares
of common stock outstanding immediately after the Closing was 4,851,846,094 shares. The Company expects to receive approximately $2,885,000
in net proceeds from the Closing and after deducting the fees and other estimated offering expenses payable by the Company. The Company
expects to use the net proceeds from the Closing for working capital and for general corporate purposes.
The Shares will be issued
to the Purchaser in a registered direct offering pursuant to which the Shares will all be registered under the Securities Act of 1933,
as amended (the “Securities Act”), pursuant to a prospectus supplement to the Company’s currently effective registration
statement on Form S-3 (File No. 333-257826), which was initially filed with the SEC on July 12, 2021, and was declared effective on August
18, 2021 (the “Shelf Registration Statement”). A prospectus supplement for the Closing was filed on August 31, 2021
and is available on the SEC’s website at http://www.sec.gov.
The foregoing description
of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which
is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 24, 2021.
The Company is filing
the opinion of its counsel, Business Legal Advisors, LLC, relating to the legality of the issuance and sale of the Shares as Exhibit 5.1
hereto. Exhibit 5.1 is incorporated herein by reference and into the Shelf Registration Statement.
This Form 8-K contains
forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions,
beliefs, expectations, strategies, predictions, or any other statements related to the Company’s future activities, or future events
or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based,
in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties
and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or
forecasted in the forward-looking statements due to numerous factors, including those risks discussed in documents that the Company files
from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes
no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required
not by law.