Form 8-K - Current report

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): December 1, 2023

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 December 1, 2023 (the “Closing Date”), DarkPulse, Inc., a Delaware corporation (the “Company” or the “Buyer”), entered into and closed the Sale Agreement (the “Agreement”) with Optilan (UK) Limited (in liquidation) incorporated and registered in England and Wales with company number 02715788 (“Optilan” or the “Seller”), and Colin Hardman, Christopher Allen and Gregory Andrew Palfrey, as joint liquidators of the Seller all of Evelyn Partners LLP (the “Joint Liquidators”). Under the Agreement, the Buyer purchased from the Seller for $65,000 (the “Purchase Price”) all right, title, and interest in the following: (1) shares in Otilan India PVT (India), (2) shares in Optilan Communications & Security Systems Ltd (Turkey), and (3) the “Applicable Intellectual Property Rights,” as defined in the Agreement. The following are excluded from the purchase: (1) any Excluded Intellectual Property Rights, as defined in the Agreement; (2) any cash in hand or at the bank; (3) any real property owned, leased or used by the Seller; (4) all policies of insurance and assurance and any actual or potential claim under such policies or similar contracts or in damages against any third party; (5) the benefit of any actual or potential claim, or right to make a claim, against any person including the proceeds of any litigation; (6) any other shares or other securities owned by the Seller; (7) any stock-in-trade, work-in-progress or raw materials owned by the Seller; and (8) any plant and machinery, including but not limited to any motor vehicles owned or used by the Seller.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The disclosure in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

Item 7.01

Regulation FD Disclosure.

On December 5, 2023, the Company issued press release which announced the closing of the Agreement. A copy of the press release is attached hereto as Exhibit 99.2, 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 99.2, 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, 2022, 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.

Exhibit No.	Description
99.1	Press Release dated December 5, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: December 5, 2023	By:	/s/ Dennis O’Leary
		Dennis O’Leary, Chief Executive Officer

Exhibit 99.1

DarkPulse, Inc. Closes Acquisition of Certain Assets of Optilan UK Ltd Including Subsidiaries in India and Turkey

DarkPulse secures operations in India and Turkey as part of the Company’s Expansion Goals

HOUSTON, Texas, December 5, 2023, DarkPulse, Inc. (OTC: DPLS) (“DarkPulse”, “DPLS", or "the Company") today announced the acquisition of certain assets of Optilan UK Ltd including two operating subsidiaries. The subsidiaries acquired are Optilan India Pvt Ltd, a major engineering group that designed multiple installations across the globe including security, rail, oil and gas, telecoms and, most importantly, distributed fiber optic sensor systems (DFOSS). The second entity acquired is Optilan Communications & Security Systems Ltd (Turkey) who has played a key role in projects such as the Trans-Anatolian Natural Gas Pipeline (TANAP) installation as well as maintenance services for one of the world’s largest pipelines and its operator. The Turkish-based company is also responsible for multiple contracts across the Middle East including Libya and Iraq.

The acquisitions are in line with the Company’s plan to expand operations throughout India as well as open operations in Europe, UAE, and Oman as part of its global expansion plan. Recent news reports related to oil and gas infrastructure developments throughout both regions are attractive to DarkPulse as the Company begins full manufacturing of its patented high resolution brillouin optical time domain analysis (BOTDA) fiber optic sensor systems with a concentration in pipeline structural health monitoring and security.

“The acquisition of assets directly related to operational superiority is a key milestone for the Company,” said Dennis O’Leary, founder and CEO of DarkPulse Inc. “Both India and Turkey teams have decades of experience bringing DarkPulse advanced sales and engineering capabilities as we expand into key European, Middle Eastern and India infrastructure markets,” he continued. “Our partnership with the OM Kothari Group brings us into India and having an engineering team with deep operational experience and community ties in-country streamlines operations and affords rapid market penetration allowing us to secure a market leader position.”

About DarkPulse, Inc.

DarkPulse, Inc. uses advanced laser-based monitoring systems to provide rapid and accurate monitoring of temperatures, strains, and stresses. The Company’s technology excels when applied to live, dynamic critical infrastructure and structural monitoring, including pipeline monitoring, perimeter and structural surveillance, aircraft structural components and mining safety. The Company's fiber-based monitoring systems can assist markets that are not currently served, and its unique technology covers extended areas and any event that is translated into the detection of a change in strain or temperature. In addition to the Company’s ongoing efforts with respect to the marketing and sales of its technology products and services to its customers, the Company also continues to explore potential strategic alliances through joint venture and licensing opportunities to further expand its global market position. For more information, visit www.DarkPulse.com

Safe Harbor Statement

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "should," "could," "seek," "intend," "plan," "goal," "estimate," "anticipate" or other comparable terms. All statements other than statements of historical facts included in this news release regarding our strategies, prospects, financial condition, operations, costs, plans, and objectives are forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully market our products and services; the acceptance of our products and services by customers; our continued ability to pay operating costs and ability to meet demand for our products and services; the amount and nature of competition from other security and telecom products and services; the effects of changes in the cybersecurity and telecom markets; our ability to successfully develop new products and services; our success establishing and maintaining collaborative, strategic alliance agreements, licensing and supplier arrangements; our ability to comply with applicable regulations; and the other risks and uncertainties described in our prior filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether because of new information, future developments or otherwise.

Cover	Dec. 01, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 01, 2023
Entity File Number	000-18730
Entity Registrant Name	DARKPULSE, INC.
Entity Central Index Key	0000866439
Entity Tax Identification Number	87-0472109
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	815 Walker Street, Suite 1155,
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77002
City Area Code	800
Local Phone Number	436-1436
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false