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): June 1, 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. |
Consulting Agreement
On June 1, 2022, DarkPulse, Inc., a Delaware corporation (the “Company”), entered into a Consulting Agreement (the “Agreement”) with Dr. Ehab M. Eldemeri (the “Consultant”). Pursuant to the Agreement, the Company has engaged the Consultant as its Director, Africa & GCC Countries. During the term of the Agreement, the Consultant is entitled to a fee of $10,000 per month and awards of options to purchase the Company’s Common Stock once they are available. The Agreement will continue until terminated by either the Company or the Consultant. The Agreement may be terminated by either the Company or the Consultant immediately upon either party’s sole discretion.
Amendment to Equity Financing Agreement
On May 27, 2022, the Company entered an Equity Financing Agreement (the “Equity Financing Agreement”) with GHS Investments LLC.
On June 1, 2022, the Company entered into Amendment No. 1 to the Equity Financing Agreement (the “Amendment”) pursuant to which the definition of “Market Price” was revised to “the lowest volume weighted average price (VWAP) for the Company's common stock during the Pricing Period.” There were no other changes to the Equity Financing Agreement in the Amendment.
Item 7.01 | Regulation FD Disclosure. |
On June 2, 2022, the Company issued press release which announced Dr. Eldemeri’s appointment. 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.
Exhibit No. | Description |
99.1 | Press Release dated June 2, 2022 |
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.
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Date: June 2, 2022 | By: | /s/ Dennis O’Leary |
Dennis O’Leary, Chief Executive Officer |
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