DarkPulse, Inc 10-K for FY2025

DarkPulse, Inc. (DPLS)

10-K 2026-04-14 For: 2025-12-31

Added on April 14, 2026

About this 10-K

DarkPulse, Inc filed this 10-K on April 14, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $308.49K; up 143.2% from $126.84K a year earlier
Net loss: $2.97M; compared with a net loss of $3.88M a year earlier
Diluted EPS: -$0.04; compared with $0.00 a year earlier

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Delaware		87-0472109
(State of other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2325 E Camelback Rd, Suite 400 Phoenix, AZ		85016
(Address of Principal Executive Offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

PART I	1
ITEM 1. BUSINESS.	1
ITEM 1A. RISK FACTORS.	10
ITEM 1B. UNRESOLVED STAFF COMMENTS.	34
ITEM 1C. CYBERSECURITY.	34
ITEM 2. PROPERTIES.	34
ITEM 3. LEGAL PROCEEDINGS.	34
ITEM 4. MINE SAFETY DISCLOSURES.	36
PART II	37
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	37
ITEM 6. [RESERVED].	38
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	38
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	47
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	48
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	48
ITEM 9A. CONTROLS AND PROCEDURES.	48
ITEM 9B. OTHER INFORMATION.	49
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	49
PART III	50
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	50
ITEM 11. EXECUTIVE COMPENSATION.	52
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	53
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	54
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.	55
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.	55
ITEM 16. FORM 10-K SUMMARY.	58
SIGNATURES	59

	·	The impact of conflict between the Russian Federation and Ukraine on our operations;

	·	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.

	·	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.

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

	·	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.

	·	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.

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 ($)
1/6/2025		183,202		23,450	0.000640		20,783
1/14/2025		256,077		32,778	0.000640		29,458
1/24/2025		395,308		50,619	0.000640		46,050
1/30/2025		695,043		55,603	0.000400		50,686
2/7/2025		622,323		49,786	0.000399		45,276
2/18/2025		657,228		42,063	0.000320		38,093
2/28/2025		710,373		34,098	0.000240		30,686
3/10/2025		663,499		31,848	0.000240		25,594
3/18/2025		1,122,820		53,895	0.000240		40,098
3/28/2025		1,019,222		65,230	0.000240		59,364
4/4/2025		653,076		41,797	0.000320		37,846
4/14/2025		895,072		42,963	0.000240		38,931
4/23/2025		906,671		58,027	0.000320		52,940
5/1/2025		1,126,922		46,844	0.000249		42,540
5/9/2025		941,402		43,273	0.000190		39,219
5/21/2025		949,987		30,400	0.000160		27,247
5/30/2025		1,127,583		36,083	0.000160		32,532
6/10/2025		1,130,457		54,262	0.000240		49,439
6/20/2025		917,188		44,025	0.000236		36,912
7/2/2025		1,157,985		37,055	0.000160		30,744
7/21/2025		1,368,561		43,793	0.000160		37,732
8/22/2025		426,994		13,664	0.000160		11,067
9/4/2025		537,621		17,204	0.000160		14,200
9/12/2025		428,311		13,706	0.000160		9,939
9/23/2025		552,036		17,665	0.000149		13,106
10/1/2025		572,888		18,333	0.000160		13,640
10/10/2025		576,942		18,462	0.000160		13,744
10/28/2025		959,040		17,570	0.018320		15,213
11/11/2025		952,716		12,576	0.013200		10,648
11/28/2025		1,053,329		10,449	0.009920		8,624
12/9/2025		1,677,132		50,582	0.030160		45,909
12/18/2025		1,246,067		24,822	0.019920		22,006
Total		26,498,067		1,132,925			993,542

	·	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.

	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

	·	The small size of our company limits our ability to achieve the desired level of separation of duties to achieve effective internal controls over financial reporting. We do not have a separate CEO and CFO, to review and oversee our financial policies and procedures, which does achieve a degree of separation. However, until such time as we are able to hire a controller, we do not believe we meet the full requirement for separation.

	·	We do not have an audit committee.

	·	We have not achieved the desired level of documentation of our internal controls and procedures. This documentation will be strengthened through utilizing a third-party consulting firm to assist management with its internal control documentation and further help to limit the possibility of any lapse in controls occurring.

	·	We have not achieved the desired level of corporate governance to ensure that our accounting for all of our contractual and other agreements is in accordance with all of the relevant terms and conditions.

	·	Pertain to the maintenance of records in reasonable detail accurately that fairly reflect the transactions and dispositions of our assets;

	·	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and

	·	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

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	51	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