DarkPulse, Inc 8-K, filed Aug 13, 2021
DarkPulse, Inc. (DPLS)
About this 8-K
DarkPulse, Inc filed this 8-K on August 13, 2021, reporting on events of August 9, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.01: Completed an acquisition or sale of assets
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): August 9, 2021
DARKPULSE, INC.
(Exact name of small business issuer as specified in its charter)
| Delaware | 000-18730 | 87-0472109 |
|---|---|---|
| (State or other jurisdiction <br>of incorporation or organization) | Commission <br><br>File Number | (I.R.S. Employer <br>Identification No.) |
1345Ave of the Americas, 2^nd^ 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. ☐
| Item 1.01 | Entry Into A Material Definitive Agreement. |
|---|
On August 9, 2021, DarkPulse, Inc., a Delaware corporation (the “Company”), entered into a Share Purchase Agreement with Optilan Guernsey Limited and Optilan Holdco 2 Limited (the “Sellers”), pursuant to which the Company purchased from the Sellers all of the issued and outstanding equity interests of Optilan HoldCo 3 Limited, a private company incorporated in England and Wales (“Optilan”) for £1.00 and also a commitment to enter into the Subscription (as defined below). As of August 9, 2021, the Company owns all of the equity interests of Optilan.
On August 9, 2021, the Company entered into a Subscription Agreement (the “Subscription”) with Optilan, pursuant to which the Company agreed to purchase an aggregate of 4,000,000 Ordinary Shares of Optilan (the “Shares”) for an aggregate purchase price of £4,000,000.
The purpose of the Subscription is to fund Optilan’s ongoing capital requirements.
| Item 2.01 | Completion of Acquisition orDisposition of Assets. |
|---|
The disclosure contained in Item 1.01 in this Current Report on Form 8-K is incorporated by reference into this Item 2.01 herein.
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: August 13, 2021 | By: | /s/ Dennis O’Leary |
| Dennis O’Leary, Chief Executive Officer |