Current Report Filing (8-k)
November 17 2021 - 3:45PM
Edgar (US Regulatory)
0000866439
false
0000866439
2021-11-15
2021-11-15
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):
November 15, 2021
Commission File Number 000-18730
DARKPULSE, INC.
(Exact name of small business issuer as specified
in its charter)
Delaware
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87-0472109
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1345
Ave of the Americas, 2ndFloor, New
York, NY 10105
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Not applicable.
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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 8.01 Other Events.
Share Repurchase Program
On November 15, 2021, the Board of Directors of
DarkPulse, Inc., a Delaware corporation (the “Company”), authorized and approved a share repurchase program for up
to $15,000,000 of the currently outstanding shares of the Company’s common stock over a period of 12 months. Under the stock repurchase
program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or
otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange
Act”).
The Board also authorized the Company to enter
into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1
allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout
periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company’s third-party broker, subject to U.S.
Securities and Exchange Commission (the “SEC”) regulations regarding certain price, market, volume and timing constraints,
would have authority to purchase the Company’s common stock in accordance with the terms of the plan. The Company may from time
to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its share repurchase program.
The Company cannot predict when or if it will
repurchase any shares of common stock as such stock repurchase program will depend on a number of factors, including constraints specified
in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information
regarding share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the SEC as required
by the applicable rules of the Exchange Act.
This Current Report on Form 8-K (the “Report”)
contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the
Company of its common stock pursuant to any Rule 10b5-1 trading plans. By their nature, forward-looking information and statements are
subject to risks, uncertainties, and contingencies, including changes in price and volume and the volatility of the Company’s common
stock; adverse developments affecting either or both of prices and trading of exchange-traded securities, including securities listed
on the OTC Markets; and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company.
The Company does not undertake to update any forward-looking statements or information, including those contained in this Report.
Shareholder Event Live Stream
The first annual shareholder’s event for the Company is being
held on November 16th and 17th, 2021 at The Paris Hotel in Las Vegas, Nevada. The event can be seen live at the following link: https://darkpulse.com/darkpulse-las-vegas-event-live-stream-november-16-17-2021/
After the event, the recording can also be viewed at the link above.
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Item 7.01
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Regulation FD Disclosure.
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On November 17, 2021, the Company issued press
release which announced the share repurchase program. Pursuant to the rules and regulations of 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, 2020, 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.
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Item 9.01
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Financial Statements and Exhibits.
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(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.
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DarkPulse, Inc.
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Date: November 17, 2021
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By:
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/s/ Dennis O’Leary
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Dennis O’Leary, Chief Executive Officer
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