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8-K

DarkPulse, Inc. (DPLS)

8-K 2025-08-14 For: 2025-08-14
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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 14, 2025

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<br><br> <br>of incorporation or organization) (I.R.S. Employer<br><br> <br>Identification No.)

3Columbus Circle, Floor 15, NewYork , NY

10019

(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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the authorization and approval previously provided by the stockholders of DarkPulse, Inc., a Delaware corporation (the “Company”), the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of Delaware to increase its authorized shares of Common Stock, $0.0001 par value per share, from 20,000,000,000 shares to 30,000,000,000 shares, which filing became effective on August 14, 2025 (the “Amendment”). A copy of the Amendment is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br><br> <br>Number Description of Exhibit
3.1 Certificate of Amendment to Certificate of Incorporation filed with the Delaware Secretary of State effective August 14, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 14, 2025 By: /s/ Dennis O’Leary
Dennis O’Leary, Chief Executive Officer
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Exhibit 3.1

Delaware The First State Page 1 2215728 8100 SR# 20253492930 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 204345130 Date: 07 - 31 - 25 I, CHARUNI PATIBANDA - SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “DARKPULSE, INC.”, FILED IN THIS OFFICE ON THE TWENTY - EIGHTH DAY OF JULY, A.D. 2025, AT 5:46 O`CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF AMENDMENT IS THE FOURTEENTH DAY OF AUGUST, A . D . 2025 .

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CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

DARKPULSE, INC.

DarkPulse, Inc., a Delaware corporation (the “Corporation”) does hereby certify that:

FIRST: The name of the Corporation is DarkPulse, Inc.

SECOND: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation's Certificate of Incorporation, as amended, and any amendments thereto (the “Charter”), last amended by a certificate of amendment to the Certificate of Incorporation filed with the Secretary of State on February 20, 2020.

THIRD: Article IV be amended so that, as amended, said Article shall be and read as follows:

“The total number of common shares authorized for issuance for the corporation shall be 30,000,000,000 with a par value of $0.0001 per share. The authorized preferred shares shall remain at 2,000,000 with a par value of $0.01 per share.”

FOURTH: This amendment was duly adopted in accordance with the provisions of Sections 212 and 242 of the General Corporation Law of the State of Delaware.

FIFTH: This Certificate of Amendment shall become effective as of August 14, 2025.

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IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its officer thereunto duly authorized this day of July 25, 2025.

DARKPULSE, INC.

By: /s/ Dennis O’Leary

Name: Dennis O’Leary

Title: Chief Executive Officer

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