DarkPulse, Inc S-1, filed Jun 15, 2026

DarkPulse, Inc. (DPLS)

S-1 2026-06-15

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Added on October 17, 2026

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Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

ABOUT THIS PROSPECTUS	1
PROSPECTUS SUMMARY	2
THE OFFERING	5
RISK FACTORS	6
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	30
PRIVATE PLACEMENT	31
USE OF PROCEEDS	32
SELLING SECURITY HOLDER	33
MARKET PRICE OF COMMON STOCK AND OTHER STOCKHOLDER MATTERS	35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	37
BUSINESS	49
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	59
EXECUTIVE COMPENSATION	61
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	62
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	63
DESCRIPTION OF SECURITIES	64
PLAN OF DISTRIBUTION	66
SHARES ELIGIBLE FOR FUTURE SALE	68
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS	68
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS	69
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES	71
LEGAL MATTERS	71
EXPERTS	71
WHERE YOU CAN FIND MORE INFORMATION	71

	·	U.S. Patent No. 10,031,215 B1 (“Pulse timer providing accuracy in spatially local dimensioning and visualization”)

	·	U.S. Patent No. 7,312,855 B1 (“Combined coherent and incoherent imaging LADAR”)

	·	U.S. Patent No. 7,948,610 B2 (“Combined coherent and incoherent imaging LADAR”)

Common Stock outstanding before the offering		158,650,290 shares of Common Stock (as of June 9, 2026, after giving effect to the 1-for-200 reverse stock split effected on October 8, 2025).

Common Stock to be outstanding after giving effect to the issuance of [●] shares of Common Stock under the EFA		226,650,290 shares of Common Stock (after giving effect to the issuance of 68,000,000 shares of Common Stock under the EFA).

Use of Proceeds		We will not receive any of the proceeds from any sale of the shares of Common Stock by the Selling Security Holder. We will receive proceeds from the purchase of the Common Stock under the EFA from the Selling Security Holder. See “Use of Proceeds.”

Risk Factors		The Common Stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors” beginning on page 6.

Trading Symbol		The Company’s Common Stock is quoted on the OTC Markets under the symbol “DPLS.”

	·	If we default on the Secured Debenture, the secured holder could take possession of our assets, including our patents and other intellectual property.

	·	Several of the convertible notes issued by us are in litigation with uncertain outcomes.

	·	Our stockholders have limited voting power compared to the holder of our Series A Preferred Stock.

	·	We have a limited operating history in an evolving and highly volatile industry, which makes it difficult to evaluate future prospects and may increase the risk that we will not be successful.

	·	We face intense and increasing competition and, if we do not compete effectively, our competitive positioning and our operating results will be harmed.

	·	Our operating results may fluctuate due to market forces out of our control that impact demand for our products and services.

	·	Cyberattacks and security breaches of our systems, or those impacting customers or third parties, could adversely impact our brand and reputation and our business, operating results and financial condition.

	·	Any significant disruption in our technology could adversely impact our brand and reputation and our business, operating results, and financial condition.

	·	There is no assurance that we will achieve profitability or that our revenue and business models will be successful.

	·	We will require additional capital to support business growth, and this capital might not be available or may require stockholder approval to obtain.

	·	You may experience dilution of your ownership interests because of the future issuance of additional shares of our common or preferred stock or other securities that are convertible into or exercisable for our common or preferred stock.

	·	The future development and growth of our technology and product offerings are subject to a variety of factors that are difficult to predict and evaluate and may be in the hands of third parties to a substantial extent. If our product offerings do not grow as expected, our business, operating results, and financial condition could be adversely affected.

	·	Our intellectual property rights are valuable, and any inability to protect them could adversely impact our business, operating results, and financial condition.

	·	Difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired companies, particularly companies with large and widespread operations and/or complex products;

	·	Diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions;

	·	Potential difficulties in completing projects associated with in-process research and development intangibles;

	·	Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;

	·	Initial dependence on unfamiliar supply chains;

	·	Insufficient revenue to offset increased expenses associated with acquisitions; and

	·	The potential loss of key employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after announcement of acquisition plans.

	·	Issue common stock that would dilute our current shareholders’ percentage ownership;

	·	Use a substantial portion of our cash resources or incur debt;

	·	Significantly increase our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition;

	·	Assume liabilities;

	·	Record goodwill and nonamortizable intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges;

	·	Incur amortization expenses related to certain intangible assets;

	·	Incur tax expenses related to the effect of acquisitions on our intercompany research and development cost sharing arrangement and legal structure;

	·	Incur large and immediate write-offs and restructuring and other related expenses; and

	·	Become subject to intellectual property or other litigation.

	·	managing geographically separated organizations, systems and facilities;

	·	integrating personnel with diverse business backgrounds and organizational cultures;

	·	complying with foreign regulatory requirements;

	·	fluctuations in exchange rates;

	·	enforcement and protection of intellectual property in some foreign countries;

	·	difficulty entering new foreign markets due to, among other things, customer acceptance and business knowledge of these new markets; and

	·	general economic and political conditions.

	·	Competing products;

	·	Ineffective distribution and marketing;

	·	Lack of sufficient cooperation from our partners; and

	·	Demonstrations of the products not aligning with or meeting customer needs.

	·	the growth of our customer base;

	·	our ability to acquire customers at a lower cost, and

	·	our ability to increase our overall value to each of our customers while they use our products and services.

	·	harm our reputation and brand;

	·	result in our systems or services being unavailable and interrupt our operations;

	·	result in improper disclosure of data and violations of applicable privacy and other laws;

	·	result in significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory and financial exposure;

	·	cause us to incur significant remediation costs;

	·	lead to theft or irretrievable loss of our or our customers’ assets;

	·	reduce customer confidence in, or decreased use of, our products and services;

	·	divert the attention of management from the operation of our business;

	·	result in significant compensation or contractual penalties from us to our customers or third parties as a result of losses to them or claims by them; and

	·	adversely affect our business and operating results.

	·	Designing and developing products using advanced technologies in intelligence and homeland security applications that are intended to operate in high demand, high risk situations; and

	·	Designing and developing products to collect, distribute and analyze various types of information.

	·	Maintain and evaluate a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the Public Company Accounting Oversight Board;

	·	Prepare and distribute periodic reports in compliance with our obligations under federal securities laws;

	·	Institute a more comprehensive compliance function, including with respect to corporate governance; and

	·	Involve, to a greater degree, our outside legal counsel and accountants in the above activities.

	·	a change in the volume of our customers use of our products and services and generally;

	·	planned and unplanned increases in marketing, sales and other operating expenses that we may incur to grow and expand our customer base and operations, and to remain competitive;

	·	the success, or lack of success, in new marketing approaches we have recently undertaken or plan to undertake, which have not been previously or fully tested;

	·	the continued market acceptance of our products and services in a highly competitive environment;

	·	system disruptions, outages and other performance problems or interruptions on our products and technology, or breaches of data or system security, including ransomware or other major cyber-attacks, which, if extended or severe, may harm our credibility and reputation in the market;

	·	our failure to provide adequate customer service;

	·	our ability to successfully, and in a timely manner, continue development, improvement and feature-enhancement of our products and services, including our intellectual property, data analytics, proprietary technology and customer support functions;

	·	the timing and success of new product and service introductions, and new product and service features or enhancements, by us and our subsidiaries, or our competitors, or other changes in the competitive landscape of the markets in which we operate;

	·	the success of our expansion into new markets, products and services, or ones in which we are in the early stages;

	·	changes in the adoption and use of our technologies and the public perception of them;

	·	changes in the legislative or regulatory environment, scope or focus of regulatory investigations and inquiries, or interpretations of regulatory requirements, or outright prohibition of certain activities;

	·	disputes with our customers, adverse litigation and regulatory judgments, enforcement actions, settlements or other related costs and the reputational impact and public perception of such occurrences, including in emerging industries, or emerging components of industries;

	·	the timing and amount of non-cash expenses, such as stock-based compensation and asset impairment;

	·	changes in accounting standards, policies, guidance, interpretations or principles; and

	·	general economic conditions in either domestic or international markets, including the impact of pandemics.

	·	Geo-political events, such as the crisis in Ukraine, government responses to such events and the related impact on the economy both nationally and internationally;

	·	Changes in our industry;

	·	Competitive pricing pressures;

	·	Our ability to obtain working capital financing;

	·	Additions or departures of key personnel;

	·	Sales of our common stock;

	·	Our ability to execute our business plan;

	·	Operating results that fall below expectations;

	·	Loss of any strategic relationship;

	·	Regulatory developments; and

	·	Economic and other external factors.

	·	substantial payments to satisfy judgments, fines, or penalties;

	·	substantial outside counsel legal fees and costs;

	·	additional compliance and licensure requirements;

	·	loss or non-renewal of existing licenses or authorizations, or prohibition from or delays in obtaining additional licenses or authorizations, required for our business;

	·	loss of productivity and high demands on employee time;

	·	civil or criminal sanctions or consent decrees;

	·	termination of certain employees, including members of our management team;

	·	barring of certain employees from participating in our business in whole or in part;

	·	orders that restrict our business or prevent us from offering certain products or services;

	·	changes to our business model and practices;

	·	delays to planned transactions, product launches or improvements; and

	·	damage to our brand and reputation.

⁽¹⁾	GHS Investments, LLC is a limited liability company organized under the laws of Nevada. Mark Grober has dispositive power over the shares owned by GHS.
⁽²⁾	68,000,000 shares to be issued pursuant to the EFA.

2025	High		Low
First Quarter	$	0.20	$	0.04
Second Quarter	$	0.10	$	0.04
Third Quarter	$	0.10	$	0.04
Fourth Quarter	$	0.08	$	0.01

2024	High		Low
First Quarter	$	2.60	$	0.16
Second Quarter	$	1.06	$	0.16
Third Quarter	$	0.46	$	0.16
Fourth Quarter	$	0.26	$	0.16

Date of Put	Number of Common Shares Issued		Total Proceeds, Net of Discounts ($)		Effective Price per Share ($)		Net Proceeds ($)
1/8/2024*		52,162,997		44,736		0.000858		40,580
2/29/2024*		178,571,428		100,000		0.000560		100,000
8/19/2024*		55,555,556		40,000		0.0007200		36,175
		286,289,981		184,376				176,755

Date of Put	Number of Common Shares Issued		Total Proceeds, Net of Discounts ($)		Effective Price per Share ($)		Net Proceeds ($)
1/2/26		1,109,837		17,135		0.015440		14,879
1/12/26		993,358		19,151		0.019280		16,757
1/21/26		1,081,493		17,518		0.017200		15,237
1/29/26		921,406		17,838		0.019360		15,538
2/9/26		1,172,568		19,136		0.016320		16,226
2/20/26		890,303		12,108		0.013600		9,698
3/9/26		876,614		10,379		0.011840		8,096
3/17/26		1,998,326		20,622		0.010320		17,605
		9,043,905		133,887				114,036

	·	promote adoption if our patented technology through agency and distribution agreements;

	·	cross-selling existing customer with products from other subsidiaries;

	·	provide a wide array of diverse services, including enhanced or additional services that may become available in the future due to, among other things, advances in technology or improvements in our infrastructure;

	·	pursue acquisitions of additional assets, in each case if available at attractive prices; and

	·	market our products and services to new customers.

	Three-Months Ended March 31
	2026		2025
Optilan
Wildlife
TJM
Remote Intelligence
TerraData	$	2,700	$	14,200
DarkPulse
Optilan India		15,818		126,818
	$	18,518	$	141,018

	Years Ended
	2025		2024
Optilan	$	0	$	0
Wildlife		0		0
TJM		0		0
Remote Intelligence		0		0
TerraData		41,003		66,968
DarkPulse		0		0
Optilan India		267,489		59,868
	$	308,492	$	126,836

	·	Real-time Reporting: Higher data acquisition speeds allowing for structural monitoring of dynamic systems;

	·	Cost to Customer: Significantly lower acquisition and operating costs;

	·	Precision: A greater magnitude of precision and spatial resolution than other systems currently available;

	·	Applications: Wider range of capabilities than other systems currently available;

	·	Power Consumption: Lower power consumption than existing systems allowing for off-grid installations;

	·	Integration: Capable of integrating with existing systems; and

	·	Central station monitoring/cloud-based GUI.

	·	Buildings and Skyscrapers;

	·	Bridges, Tunnels and Dams; and

	·	Roads and Railway tracks.

	·	Aerospace Structural Components

	·	Fire Alarm and Environment control;

	·	Low cost and maintenance;

	·	Long life span; and

	·	Ability to withstand harsh working environment.

	·	National Border Protection; and

	·	Protection of Military and other sensitive installations.

	·	Consulting (as stand-alone or presales);

	·	Post sales deployment and Support; and

	·	Managed services (monitoring, etc.).

	·	Monitoring of composite structures in aircraft;

	·	Dynamic stress monitoring of runways;

	·	Dynamic ship hull stress monitoring, especially with a view to double-hull oil tankers;

	·	Smart grid and power conservation applications based on cooling and/or heat proximity – for instance, computer rooms, cell towers for heat soak;

	·	Monitor low temperatures as part of control systems;

	·	Monitoring of temperatures in extreme refrigeration environments;

	·	Avalanche early warning systems; and

	·	Sea defense monitoring.

	(a)	properly found that the Delaware forum-selection clause was enforceable but, thereafter,

	(b)	improperly made a ruling on the merits of the Company’s claims for relief. As a result, the Second Circuit affirmed the District Court’s decision in part, vacated in part and remanded the case back to the District Court for transferring to the United States District Court for the District of Delaware.

Director’s Name	Age	Position
Dennis O’Leary	63	Chairman of the Board, Chief Executive Officer, President, Chief Financial Officer, Secretary & Treasurer

Dr. Anthony Brown	52	Director

Craig Atkin	42	Director

George Pappas	69	Director

Name and Principal Position	Year Ended Dec 31,	Salary			Total
Dennis O’Leary	2025	$	300,000	⁽¹⁾	$	300,000
Chairman/CEO and Director	2024	$	300,000	⁽¹⁾	$	300,000

	⁽¹⁾	All of this amount was accrued and unpaid.
	⁽²⁾	$60,000 was accrued and unpaid.

	⁽¹⁾	The shares of Series A Preferred Stock are not convertible into shares of the Company’s Common Stock. The holders of the Series A Preferred Stock shall be entitled to vote, on a pro-rata basis, on all matters subject to a vote or written consent of the holders of the Company’s Common Stock, and on all such matters, the shares of Series A Preferred Stock shall be entitled to that number of votes equal to the number of votes that all issued and outstanding shares of Common Stock and all other securities of the Company are entitled to, as of any such date of determination, on a fully diluted basis, plus 1,000,000 votes, it being the intention that the holders of the Series A Preferred Stock shall have effective voting control of the Company, on a fully diluted basis.

	⁽²⁾	Each share of Series D Preferred Stock is convertible, at the option of the holder, into two shares of our Common Stock. Each share of Series D Preferred Stock entitles the holder to 6,000 votes on all matters submitted to a vote of our stockholders and is convertible at the election of the holder into two shares of Common Stock.

	⁽³⁾	Under Rule 13d-3 of the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in the above table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on the date of this Prospectus.