Current Report Filing (8-k)
May 27 2022 - 5:25PM
Edgar (US Regulatory)
0000866439
false
0000866439
2022-05-27
2022-05-27
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):
May 27, 2022
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 |
(State or other jurisdiction
of incorporation or organization) |
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(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):
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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)) |
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 |
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 1.01 |
Entry into a Material Definitive Agreement. |
GHS Equity Financing Agreement
On May 27, 2022, DarkPulse, Inc., a Delaware corporation
(the “Company”), entered an Equity Financing Agreement (the “Equity Financing Agreement”) and Registration
Rights Agreement (the “Registration Rights Agreement”) with GHS Investments LLC (“GHS”), pursuant
to which GHS agreed to purchase up to $70,000,000 in shares of the Company’s Common Stock, from time to time over the course of
24 months (the “Contract Period”) after effectiveness of a registration statement on Form S-1 (the “Registration
Statement”) of the underlying shares of Common Stock.
The Equity Financing Agreement grants the Company
the right, from time to time at its sole discretion (subject to certain conditions) during the Contract Period, to direct GHS to purchase
shares of Common Stock on any business day (a “Put”), provided that at least ten Trading Days (as defined in the Equity
Financing Agreement) have passed since the most recent Put. The purchase price of the shares of Common Stock contained in a Put shall
be 92% of the Market Price with “Market Price” defined as the lowest traded price of the Common Stock during the Pricing Period
(as defined in the Equity Financing Agreement). No Put will be made in an amount less than $10,000 or greater than $3,000,000. In no event
is the Company entitled to make a Put or is GHS entitled to purchase that number of shares of Common Stock of the Company, which when
added to the sum of the number of shares of Common Stock beneficially owned (as such term is defined under Section 13(d) and Rule 13d-3
of the Securities Exchange Act 1934, as amended (the “Exchange Act”)), by GHS, would exceed 4.99% of the number of
shares of Common Stock outstanding on such date, as determined in accordance with Rule 13d-1(j) of the Exchange Act.
The Equity Financing Agreement will terminate
upon any of the following events: when GHS has purchased an aggregate of $70,000,000) in the Common Stock of the Company pursuant to the
Equity Financing Agreement; on the date that is 24 months from the date of the Agreement; or by mutual written consent of the parties.
Actual sales of shares of Common Stock to GHS under the Equity Financing Agreement will depend on a variety of factors to be determined
by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations
by the Company as to the appropriate sources of funding for the Company and its operations. The net proceeds under the Equity Financing
Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to GHS.
The Registration Rights Agreement provides that
the Company shall (i) use its best efforts to file with the Securities and Exchange Commission the Registration Statement within 45 days
of the date of the Registration Rights Agreement; and (ii) have the Registration Statement declared effective by the Commission within
30 days after the date the Registration Statement is filed with the Commission, but in no event more than 90 days after the Registration
Statement is filed.
The Company plans to use the proceeds from the
Puts for global expansion and also potential acquisitions deemed beneficial to the
operational capabilities of the Company.
The Current Report on
Form 8-K 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 Company by filing reports with the SEC, through the issuance of press releases or by other methods of public
disclosure.
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: May 27, 2022 |
By: |
/s/ Dennis O’Leary |
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Dennis O’Leary, Chief Executive Officer |
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