Current Report Filing (8-k)
August 30 2022 - 3:01PM
Edgar (US Regulatory)
0000866439
false
0000866439
2022-08-24
2022-08-24
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
and Exchange Act of 1934
Date of Report (Date of earliest event
reported): August
24, 2022
Commission File Number 000-18730
DARKPULSE,
INC.
(Exact name of small business issuer as specified
in its charter)
Delaware |
|
87-0472109 |
(State or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
815
Walker Street, Suite 1155, Houston,
TX 77002
(Address of principal executive offices)
800-436-1436
(Issuer’s telephone number)
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
Instructions 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)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Not applicable. |
|
|
|
|
Indicate by check mark whether the registrant
is an emerging growth company as defined in 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 1.01 |
Entry Into A Material Definitive Agreement. |
On August 24, 2022, DarkPulse, Inc., a Delaware
corporation (the “Company”), entered into Membership Purchase Agreements (the “MIPAs”) with members
(the “Sellers”) of each of Remote Intelligence, Limited Liability Company (“RI”) and Wildlife Specialists,
LLC, a Pennsylvania limited liability company (“WS”) pursuant to which the Company agreed to purchase the remaining
40% membership interests (the “Membership Interests”) of each of RI and WS.
In exchange for the Membership Interests, the
Company agrees to assume certain debt obligations of each of RI and WS, including the re-payment of certain loans to shareholders upon
the occurrence of financial milestones of each of RI and WS. All personal guarantees on the debt obligations will remain in place. In
addition, an aggregate of 10,000,000 shares of the Company’s Common Stock owned by certain of the Sellers will be held in escrow
pending the occurrence of financial milestones of each of RI ad WS over 24 months. In the event those financial milestones are not met,
the shares will be released from escrow and cancelled. In the event those financial milestones are met, the shares will be released to
the owners.
After the closings of the MIPAs, each of RI and
WS will be wholly-owned subsidiaries of the Company.
| Item 7.01 | Regulation FD Disclosure. |
On August 30, 2022, the
Company issued a press release which announced the MIPAs. A copy of the press release is
attached hereto as Exhibit 99.1, and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and
Exchange Commission (the “SEC”), the information in this Item 7.01 disclosure, including Exhibit 99.1, and the information
set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the SEC.
The press release may
contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s
management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of
a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended
December 31, 2021, and subsequent reports filed by the Company with the SEC. For those reasons, undue reliance should not be placed on
any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it
may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or
revisions may be made by the registrant by filing reports with the SEC, through the issuance of press releases or by other methods of
public disclosure.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
DarkPulse, Inc.
|
|
|
Date: August 30, 2022 |
By: |
/s/ Dennis O’Leary |
|
|
Dennis O’Leary, Chief Executive Officer |
DarkPulse (PK) (USOTC:DPLS)
Historical Stock Chart
From Mar 2024 to Apr 2024
DarkPulse (PK) (USOTC:DPLS)
Historical Stock Chart
From Apr 2023 to Apr 2024