DarkPulse, Inc 8-K, filed Aug 31, 2021
DarkPulse, Inc. (DPLS)
About this 8-K
DarkPulse, Inc filed this 8-K on August 31, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
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| Item 1.01 | Entry Into A Material Definitive Agreement. |
On August 19, 2021, the DarkPulse, Inc., a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”), for the offering of $45,000,000 worth of common stock, par value $0.0001 per share, of the Company (the “Common Stock”).
Pursuant to the Purchase Agreement, on August 31, 2021, the Company and the Purchaser agreed that the Company would issue and sell to the Purchaser, and the Purchaser would purchase from the Company, 27,297,995 shares of Common Stock for total proceeds to the Company, net of discounts of $3,300,000, at an effective price of $ $0.120888 per share (the “Closing”).
The number of shares of common stock outstanding immediately after the Closing was 4,851,846,094 shares. The Company expects to receive approximately $2,885,000 in net proceeds from the Closing and after deducting the fees and other estimated offering expenses payable by the Company. The Company expects to use the net proceeds from the Closing for working capital and for general corporate purposes.
The Shares will be issued to the Purchaser in a registered direct offering pursuant to which the Shares will all be registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a prospectus supplement to the Company’s currently effective registration statement on Form S-3 (File No. 333-257826), which was initially filed with the SEC on July 12, 2021, and was declared effective on August 18, 2021 (the “Shelf Registration Statement”). A prospectus supplement for the Closing was filed on August 31, 2021 and is available on the SEC’s website at http://www.sec.gov.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on August 24, 2021.
The Company is filing the opinion of its counsel, Business Legal Advisors, LLC, relating to the legality of the issuance and sale of the Shares as Exhibit 5.1 hereto. Exhibit 5.1 is incorporated herein by reference and into the Shelf Registration Statement.
This Form 8-K contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies, predictions, or any other statements related to the Company’s future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company’s business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required not by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description |
| 5.1 | Opinion of Business Legal Advisors, LLC |
| 23.1 | Consent of Business Legal Advisors, LLC (contained in Exhibit 5.1 hereto) |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| 2 |
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: August 31, 2021 | By: | /s/ Dennis O’Leary |
| Dennis O’Leary, Chief Executive Officer | ||
| 3 |
Exhibit 5.1
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BUSINESS LEGAL ADVISORS, LLC 14888 Auburn Sky Drive, Draper, UT 84020 (801) 634-1984 brian@businesslegaladvisor.com
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Brian Higley Attorney at Law Licensed in Utah |
RE: DarkPulse, Inc.’s Registration Statement on Form S-3 (333-257826)
Ladies and Gentlemen:
We are acting as counsel for DarkPulse, Inc., a Delaware corporation (the “Company”), in connection with the above-referenced registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), the base prospectus dated July 12, 2021 (the “Base Prospectus”) and the prospectus supplement dated August 31, 2021 (the “Prospectus Supplement,” and together with the Base Prospectus, the “Prospectus”), relating to the offering by the Company of 27,297,995 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The Shares are covered by the Registration Statement and we understand that the Shares are to be offered and sold in the manner described in the Prospectus. This opinion is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined such documents and considered such legal matters as we have deemed necessary and relevant as the basis for the opinion set forth below. With respect to such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as reproduced, certified or photostatic copies and the authenticity of the originals of those latter documents. As to facts material to the opinions, statements and assumptions expressed herein, we have, with your consent, relied upon oral or written statements and representations of officers and other representatives of the Company and others. We have specifically relied upon the certification of an officer of the Company signed on even date herewith. In addition, we have obtained and relied upon such certificates and assurances from public officials as we have deemed necessary.
For purposes of this opinion, we have assumed that proper proceedings in connection with the authorization and issuance or sale of the Shares will be timely and properly completed, in accordance with all requirements of applicable federal laws and the Delaware General Corporation Law of the State of Delaware (the “DGCL”), in the manner presently proposed. We have assumed and have not verified the accuracy of the factual matters of each document we have reviewed.
Based upon the foregoing, it is our opinion that the Shares to be issued by the Company have been duly authorized and are legally issued, fully paid and nonassessable. The Shares are to be issued under the Company’s current Certificate of Incorporation (the “Certificate of Incorporation”) in effect.
In our capacity as your counsel in connection with such registration, we have reviewed and are familiar with such documents, certificates and other materials, including an examination of originals or copies certified or otherwise identified to our satisfaction of the Certificate of Incorporation and the Amended and Restated Bylaws (the “Bylaws”) of the Company, and the Registration Statement, and have reviewed such questions of law, as we have considered relevant or necessary as a basis for this opinion.
The opinions set forth above are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors; (ii) the effect of general principles of equity, including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; (iii) the unenforceability under certain circumstances under law or court decisions of provision providing for the indemnification of, or contribution to, a party with respect to liability where such indemnification or contribution is contrary to public policy.
Our opinion is limited to the federal laws of the United States and the DGCL. We express no opinion as to the effect of the law of any other jurisdiction. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations of the SEC promulgated thereunder.
| Very truly yours, | |
| /s/ Business Legal Advisors, LLC | |
| Business Legal Advisors, LLC |