0000866439 true in order to file certain financial statements and to furnigh certain pro forma financial information 0000866439 2021-08-09 2021-08-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K/A

 

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 9, 2021

 

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.)

 

1345 Ave of the Americas, 2nd Floor, 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):

 

☐ 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. ☐

 

 

 

 

 

     

 

 

EXPLANATORY NOTE

 

DarkPulse, Inc., a Delaware corporation (the “Company”) is filing this Current Report on Form 8-K/A (Amendment No. 1) (the “8-K/A”) in order to amend its previously filed Current Report on Form 8-K, as filed with the Securities and Exchange Commission on August 13, 2021 (the “Initial 8-K”), in order to file certain financial statements and to furnish certain pro forma financial information pursuant to Item 9.01 of this Form 8-K/A.

 

The Initial 8-K provided disclosure under Item 2.01 thereof regarding the August 9, 2021 closing of the Company’s acquisition of Optilan HoldCo 3 Limited, a private company incorporated in England and Wales (“Optilan”).

 

Item 9.01 of Form 8-K provides that with respect to transactions described pursuant to Item 2.01 of Form 8-K, the financial statements of businesses acquired may be filed, and pro forma financial information regarding such transactions may be furnished, not later than 71 calendar days after the date that the initial report on Form 8-K must be filed.

 

The Company is now providing audited financial statements for Optilan for the years ended December 31, 2020 and 2019, as well as the unaudited proforma combined balance sheet and unaudited pro forma combined statement of operations for the Company and Optilan for six-months ended June 30, 2021 and for the year ended December 31, 2020.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No. Description
99.1 Financial statements of businesses acquired. Audited financial statements of Optilan HoldCo 3 Limited for the years ended December 31, 2020 and 2019
99.2 Pro forma financial information. The unaudited pro forma combined balance sheet and unaudited pro forma combined statement of operations for the Company and Optilan HoldCo 3 Limited for the six-months ended June 30, 2021 and the year ended December 31, 2020
104 Cover Page Interactive Data File (formatted in Inline XBRL)

 

 

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: June 15, 2022 By: /s/ Dennis O’Leary
    Dennis O’Leary, Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

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